EXHIBIT 2.3
SECOND SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT is dated 7 April 2006
BETWEEN
(1) M2B WORLD PTE LTD (Company Registration No. 20003654C), a company
incorporated in Singapore and having its registered office at 000
Xxxxxx Xxxx #00-00, Xxxxxxx Xxxxx, Xxxxxxxxx 000000 ("the Vendor") and
(2) XXXXXX INTERNATIONAL GROUP LIMITED (Company Registration No.
199801660M), a company incorporated in Singapore and having its
registered office at 00 Xxxxxxx Xxxxx #00-00, Xxxxxxxxx Xxxx Xxxxx,
Xxxxxxxxx 000000 ("the Purchaser" or "AIG").
(collectively, the "Parties" and individually, a "Party").
WHEREAS:
(A) The Parties have entered into a Sale and Purchase Agreement dated 20
December 2005 (the "Sale and Purchase Agreement") under which the
Vendor sold to the Purchaser 8,100,000 shares of $0.10 each in the
capital of M2B Game World Pte Ltd ("the Company") representing 81% of
the existing issued share capital of the Company.
(B) On 15 February 2006, the Parties entered into a Supplemental Agreement
to vary certain terms of the Sale and Purchase Agreement ("First
Supplemental Agreement"),
(C) The Parties have agreed to further vary the provisions of the First
Supplemental Agreement as set out herein.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 Save as expressly provided herein, all terms and references used in
this Agreement which are defined in the Sale and Purchase Agreement and
the First Supplemental Agreement shall have the same meanings and
construction ascribed to them in the Sale and Purchase Agreement and
First Supplemental Agreement.
2. AMENDMENT TO THE FIRST SUPPLEMENTAL AGREEMENT
2.1 The First Supplemental Agreement shall be amended by deleting Clause
2.1(c) and replacing it with the following;
"6.2 The Vendor undertakes with the Purchaser that except with the
consent in writing of the Purchaser or as otherwise expressly
provided for in the Acquisition Agreement that the Vendor shall
not, and shall procure that none of its subsidiaries shall not,
whether directly or indirectly and whether alone or in
conjunction with or on behalf of any other person whether as
principal, shareholder, agent, consultant or otherwise:
a. for a period of three years from the date of this
Agreement or for so long as the Vender has
representatives appointed to the Board of the Purchaser
or exercises control over the management of the
purchaser, carry on or be engaged, concerned or
interested in any business of facilitating the
distribution of and payment for massively multiplayer
online games which is in competition with any Group
Company in the Territory;
b. for a period of three years from the date of this
Agreement or for so long as the Vendor has
representatives appointed to the Board of the Purchaser
or exercises control over the management of the
Purchaser, induce any directors or employees of any
Group Company to terminate such person's directorship or
to leave the employment of the Group Company or employ
such director or employee.
3. FURTHER ASSURANCE
3.1 The Parties shall execute and do and take such steps as may be in their
power and shall procure that all necessary persons, if any, execute and
do all such further documents, agreements, deeds, acts and thing; as
may be required so that full effect may be given to the provisions of
this Second Supplemental Agreement.
4. SEVERANCE
4.1 If any provisions of this Second Supplemental Agreement or part thereof
is rendered void, illegal or unenforceable by any legislation to which
it is subject, it shall be rendered void, illegal or unenforceable to
that extent and no further.
5. CONFIRMATION AND INCORPORATION
5.1 Except to the extent expressly varied or amended by the provisions of
this Second Supplemental Agreement, the terms and conditions of the
Sale and Purchase Agreement and the First Supplemental Agreement and
all other instruments and agreements executed, delivered and entered
into thereunder in connection therewith or pursuant thereto are hereby
confirmed and shall remain in full force and effect.
5.2 The Sale and Purchase Agreement, First Supplemental Agreement and this
Second Supplemental Agreement shall be construed as one document and
this Second Supplemental Agreement shall be considered to be part of
the Sale and Purchase Agreement, and without prejudice to the
generality of the foregoing, where the context so allows, references in
the Second Supplemental Agreement to the Sale and Purchase Agreement
and first Supplemental Agreement however expressed, shall be read and
construed as references to the Sale and Purchase Agreement and First
Supplemental Agreement as varied and amended and supplemented by this
Supplemental Agreement.
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6. COUNTERPARTS
6.1 This Second Supplemental Agreement may be signed in any number of
counterparts, all of which taken together shall constitute one and the
same instrument. Any Party may execute this Second Supplemental
Agreement by signing any such counterpart.
7. GOVERNING LAW
7.1 This Second Supplemental Agreement shall be governed and construed in
accordance with the laws of Singapore.
7.2 In relation to any legal proceedings ("Proceedings") arising out of or
in connection with this Second Supplemental Agreement, each of the
Parties hereby irrevocably submits to the non-exclusive jurisdiction of
the courts of Singapore and waives any claim that the Proceedings are
held in an inconvenient forum.
IN WITNESS WHEREOF this Second Supplemental Agreement has been entered into on
the date stated at the beginning.
Signed by XXXXX XXXXX )
M2B WORLD PTE LTD ) /s/ Signature Unreadable
in the presence of: )
XXXXXXX XXXXX /s/ Xxxxxxx Xxxxx
Sighed by XXXX XX )
XXXXXX INTERNATIONAL )
GROUP LIMITED ) /s/ Signature Unreadable
in the presence of X.X. Xxx )
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