FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AND MANAGEMENT AGREEMENT
Exhibit
2.2
FIRST
AMENDMENT TO THE
THIS
FIRST AMENDMENT to the Assignment and Assumption and Management Agreement, dated
May 24, 2007, by and among ASAP Show, Inc. a Nevada corporation (the “Company”), ASAP Holdings,
Inc., a Nevada corporation (the “Subsidiary”) and ▇▇▇▇▇ ▇▇▇▇
(the “Manager”),
collectively referred to as the “Parties,” (the “Agreement”) entered into this
_____ day of August, 2007, amends the Agreement as follows (the “Amendment”):
RECITALS
WHEREAS,
the Parties entered the Agreement, attached hereto as Exhibit A, May 24,
2007; and
WHEREAS,
in furtherance of the Agreement, the Parties wish to amend the Agreement in
order to correct an error by changing the Subsidiary’s name from ASAP Holdings,
Inc. to ASAP Expo, Inc.
AGREEMENT
Accordingly,
the Parties hereby agree as follows:
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1.
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The
opening paragraph of the Agreement is hereby amended to read as
follows:
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a.
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This
Assignment and Assumption and Management Agreement (this “Agreement”) is
made and entered into on May 24, 2007, by and among the following parties
(each a “Party” and collectively, the “Parties”): ASAP Show, Inc. a Nevada
corporation (the “Company”), ASAP Expo, Inc. a Nevada corporation and
wholly owned subsidiary of the Company (the “Subsidiary”) and ▇▇▇▇▇ ▇▇▇▇
(the “Manager”).
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2.
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Except
as otherwise provided herein, all other terms of this Agreement remain in
full force and effect.
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3.
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This
Amendment sets forth the entire understanding and agreement of the
Parties, and supersedes any and all prior contemporaneous oral or written
agreements or understandings between the Parties as to the subject matter
of this Amendment. This Amendment shall be governed by the laws
of the State of Nevada.
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4.
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This
Amendment may be executed by facsimile and in one (1) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same
instrument.
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[Signature Page to
Follow]
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as
of the date first written above.
ASAP
Show, Inc.:
/s/ ▇▇▇▇▇ ▇.
Yuan_________________
By: ▇▇▇▇▇
▇. ▇▇▇▇
Its:
Chief Executive Officer
/s/ ▇▇▇▇▇ ▇.
Yuan_________________
By: ▇▇▇▇▇
▇. ▇▇▇▇
Its:
Chief Executive Officer
Manager:
/s/ ▇▇▇▇▇ ▇.
Yuan_________________
▇▇▇▇▇ ▇.
▇▇▇▇