EXHIBIT 2.2
ADDENDUM A TO AGREEMENT
THIS ADDENDUM A to the Agreement dated 30th day of May, 2007 is
made and entered into on July 5, 2007, by and among NORTH AMERICAN GAMING AND
ENTERTAINMENT CORPORATION, a Delaware corporation ("NAGM"), and SHAANXI XXXX
XXXXX SI YOU XXXX XXXX XX XXXXX GUFENG YOU XXXX XXXX SI ("XXXX XXXXX"), a
P.R.China corporation, and the ultimate shareholders of XXXX XXXXX ("Seller").
BACKGROUND
SHAANXI XXXX XXXXX SI YOU XXXX XXXX XX XXXXX GUFENG YOU XXXX XXXX
SI. is an energy research and development company in Shaanxi Province.
North American Gaming and Entertainment Corporation ("NAGM") was
incorporated under the laws of the state of Delaware in 1969 and was previously
engaged in the amusement and recreation industry with operations in video
gaming and video poker located in the southern United States. In 2001, NAGM
sold its remaining operations and devoted its activities to the location and
acquisition of a private entity or other suitable assets. Since 2001, NAGM has
not engaged in operations and has generated only limited revenues.
The parties have executed a comprehensive AGREEMENT CONCERNING THE
EXCHANGE OF STOCK, originally dated May 30, 2007, under which they expect to
complete a reverse acquisition. Under the terms of the Agreement, a deposit
was to be delivered pursuant to paragraph 1.2 and various other timetables were
established.
Xxxxx Xxxxx encountered an unanticipated delay in obtaining requisite
permission to transfer the deposit proceeds from the Peoples Republic of China
to the United States. The parties believe that the issue has now been resolved
and wish to proceed with the Agreement, subject to this Addendum.
IT IS THEREFORE AGREED:
1. The effective date of the Agreement between the parties shall be
amended from May 30, 2007 to July 5, 2007.
2. The Closing Date under the Agreement will be amended to August 28,
2007, provided that all regulatory approvals have been obtained.
If regulatory approval has not been obtained by the closing date,
either party may terminate the Agreement under its terms.
3. NAGM may terminate the Agreement if Xxxxx Xxxxx fails to make the
deposit required under paragraph 1.2 of the Agreement within three
days of the date of this Addendum.
4. All dates and timetables under the Agreement shall be amended to
reflect the changed start date, but all other terms and conditions
shall remain in full force and effect.
5. To the extent that the exchange of securities under the Agreement
is effected in reliance upon Regulation S as promulgated by the
Securities & Exchange Commission under the Securities Act of 1933,
as amended, the Agreement and the exchange shall be conditioned
upon a favorable opinion of counsel that the issuance is in strict
compliance with the provisions of Category 3 of Rule 903 of
Regulation S. Both NAGM and Xxxxx Xxxxx shall require a properly
executed Regulation S subscription Agreement acknowledging the
receipt of legended stock, the duration of the restricted period,
and the Company shall refuse to register any transfer of shares
not made in accordance with Regulation under Rule 903.
6. This Addendum shall be made a part of the Agreement as fully as if
set out therein, and all provisions of that Agreement in conflict
with this Addendum shall be deemed modified and controlled by this
Addendum.
IN WITNESS WHEREOF, the parties have accepted this Addendum on the date above
written.
NORTH AMERICAN GAMING AND ENTERTAINMENT
CORPORATION
By: /s/ X. X. Xxxxx, XX
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X. X. Xxxxx, XX, CEO
SHAANXI XXXX XXXXX SI YOU XXXX XXXX GU FENG
YOU XXXXX XXXX SI.
By: /s/ Xxxx Xxx Dong
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Xxxx Xxx Dong, CEO
