THE PERSONS set out in the Schedule and WINDRACE INTERNATIONAL COMPANY LIMITED and EXCEED COMPANY LTD. and
DATED 27 JULY
2009
THE PERSONS set out in the Schedule
and
WINDRACE
INTERNATIONAL COMPANY LIMITED
and
EXCEED
COMPANY LTD.
and
to
AGREEMENT
FOR
SALE
AND PURCHASE OF
WINDRACE
INTERNATIONAL
COMPANY
LIMITED
Deacons
Solicitors
& Notaries
5th
Floor
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1
AGREEMENT
DATED
27 JULY 2009
PARTIES
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(1)
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THE
PERSONS whose names and addresses are set out in the Schedule
(the “Sellers”);
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(2)
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WINDRACE
INTERNATIONAL COMPANY LIMITED, a company incorporated under the
laws of the Cayman Islands with limited liability, the registered office
of which is at Cricket Square, ▇▇▇▇▇▇▇▇ Drive, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇-▇▇▇▇, Cayman Islands (“Windrace”);
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(3)
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EXCEED
COMPANY LTD., a company incorporated under the laws of the BVI with
limited liability, the registered office of which is at PO Box 173,
Kingston ▇▇▇▇▇▇▇▇, Road Town, Tortola, BVI (the “Purchaser”);
and
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(▇)
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▇▇▇▇
▇▇▇▇▇▇▇▇ ACQUIRCO, INC., a company
incorporated under the laws of Delaware with limited liability, the
principal place of business of which is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“SPAC”).
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RECITALS
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(A)
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This
Agreement is supplemental to a sale and purchaser agreement made amongst
the same parties hereto dated 8 May 2009 (the “Original
Agreement”).
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(B)
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The
parties hereto are desirous of amending the Original Agreement in the
manner hereinafter appearing with effect from the date
hereof.
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AGREEMENT
NOW IT IS
HEREBY AGREED as follows:
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1.
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The
definition of “Investor Shares” in the Original Agreement is hereby
deleted and replaced by the
following:
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““Investor
Shares”
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the new
ordinary shares in the capital of the Purchaser which will, subject to the terms
and conditions of this Agreement, on Closing or at any time within 6 months
thereafter be issued in favour of the Third Party Investor(s) or their
respective designated nominee(s) credited as fully paid;”
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2.
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Clause
4.2 of the Original Agreement is hereby deleted and replaced by the
following:
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“4.2
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In
the event that: -
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2
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(a)
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Windrace
enters into agreement(s), subject to such terms and conditions to be
agreed by the Purchaser and SPAC, with any third party investor(s) (“Third Party
Investor(s)”) in relation to an equity investment in Windrace for
cash consideration (“Investment
Consideration”) between the date hereof and Closing;
and
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(b)
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such
Third Party Investor(s) has/have paid to Windrace and/or any other
party(ies) as Windrace may direct the Investment Consideration in
full,
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upon
written request of Windrace and in lieu of the issue by Windrace of new
Windrace shares to such Third Party Investor(s), the Purchaser shall allot
and issue to such Third Party Investor(s) and/or its/their respective
nominee(s) on the Closing Date or at any time within 6 months thereafter
up to approximately 3,957,784 Investor Shares at a subscription price of
US$7.58 per share.”
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3.
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Clause
8.2 of the Original Agreement is hereby amended by adding to the end of it
the following:
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“Without
prejudice to the generality of the above, each of the Sellers irrevocably
and unconditionally undertakes that it shall procure the Purchaser to
promptly secure the registration for resale under the securities laws of
the Unites States of all the shares in the Purchaser save and except the
Additional Shares to be held by the Escrow Agent in escrow subject to and
in accordance with Clause 10.2(a)(iii) and the terms and conditions of the
Escrow Agreement.”
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4.
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Clause
12.1 of the Original Agreement is hereby deleted and replaced by the
following:
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“12.1
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Subject
to the terms and conditions as may be contained in the agreement(s) with
any Third Party Investor(s) as contemplated under Clause 4.2, Windrace
undertakes with the Purchaser and SPAC that, from the date hereof, it
shall purchase such number of SPAC’s warrants (“SPAC Warrants”) or enter
into such other transactions which shall have the effect of reducing the
dilutive effect of the SPAC Warrants at such time and consideration as the
board of Windrace deems beneficial to the interests of its
shareholders. Any SPAC Warrants repurchased shall be
cancelled.”
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5.
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Save
as amended herein, all the other terms and provisions of the Original
Agreement shall remain unchanged and shall continue in full force and
effect. In the event of any discrepancies between the terms and
provisions in the Original Agreement and those contained in this
Agreement, the terms and provisions in this Agreement shall
prevail.
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6.
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This
Agreement is supplemental to and shall be construed as one document with
the Original Agreement.
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7.
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Clauses
1, 14, 16 to 19 of the Original Agreement shall apply to this
Agreement.
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3
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8.
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This
Agreement shall become effective on the date the authorised
representatives of the respective parties hereto execute this
Agreement.
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4
SCHEDULE
DETAILS OF
SELLERS
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Sellers’
name
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Sellers’
address
(Company
Number if applicable)
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▇▇. ▇▇▇ Shuipan
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▇▇.
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Village, Chendai Town, Jinjiang City,
Fujian Province, the PRC
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▇▇.
▇▇▇▇ Xiayu
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▇▇.
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Village, Chendai Town, Jinjiang City,
Fujian Province, the PRC
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Tiancheng
Int’l Investment Group Limited
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▇▇▇▇
▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
(Company number: 1203761)
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RichWise
International Investment Group Limited
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, BVI
(Company number: 625725)
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▇▇
▇▇▇▇▇ Group Limited
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▇▇▇▇
▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
(Company number: 1203741)
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Eagle
Rise Investments Limited
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Sea
Meadow House, Blackburne Highway, Road Town, Tortola, BVI (Company number:
1453334)
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5
IN WITNESS whereof this
Agreement has been duly executed on the date first above written.
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EXECUTED AS AN AGREEMENT
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SIGNED
BY SHUIPAN LIN
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)
/s/ Shuipan Lin
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in
the presence of :-
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)
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SIGNED
BY XIAYU CHEN
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)
/s/ Xiayu Chen
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in
the presence of :-
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)
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SIGNED
BY
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)/s/
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)
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for
and on behalf of
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)
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TIANCHENG
INT’L
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)
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INVESTMENT
GROUP LIMITED
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)
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in
the presence of :-
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)
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SIGNED
BY
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)/s/
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)
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for
and on behalf of
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)
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RICHWISE
INTERNATIONAL
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)
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INVESTMENT
GROUP LIMITED
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)
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in
the presence of :-
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)
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SIGNED
BY
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)/s/
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)
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for
and on behalf of
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)
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▇▇
▇▇▇▇▇ GROUP LIMITED
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)
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in
the presence of :-
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)
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6
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SIGNED
BY ▇▇▇ ▇▇▇▇
Hong
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)
/s/▇▇▇ ▇▇▇▇ Hong
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)
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for
and on behalf of
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)
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EAGLE
RISE INVESTMENTS
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)
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LIMITED
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)
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in
the presence of :-
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)
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SIGNED
BY Lin Shuipan
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)
/s/ Lin Shuipan
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)
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for
and on behalf of
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)
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WINDRACE
INTERNATIONAL
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)
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COMPANY
LIMITED
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)
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in
the presence of :- ▇▇▇ ▇▇▇ Ting
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)/s/
▇▇▇ ▇▇▇ Ting
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SIGNED
BY ▇▇▇▇▇ ▇▇▇
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)
/s/ ▇▇▇▇▇ ▇▇▇
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)
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for
and on behalf of
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)
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EXCEED
COMPANY LTD.
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)
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in
the presence of :- ▇▇▇▇▇▇ ▇▇▇▇
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)
/s/▇▇▇▇▇▇ ▇▇▇▇
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SIGNED
BY ▇▇▇▇▇ ▇▇▇
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)
/s/ ▇▇▇▇▇ ▇▇▇
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)
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for
and on behalf of
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)
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)
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in
the presence of :- ▇▇▇▇▇▇ ▇▇▇▇
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)
/s/▇▇▇▇▇▇
▇▇▇▇
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7