Attached files
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| 8-K/A - Linkwell CORP | v176289_8k-a.htm |
Exhibit
10.2
AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE
AGREEMENT, is made and entered into as of February 26, 2010 (this “Amendment”), by and among
Linkwell Corporation, a Florida corporation (“Linkwell”), Linkwell Tech
Group, Inc., a Florida corporation and wholly-owned subsidiary of Linkwell
(“Linkwell Tech”),
Shanghai Likang Disinfectant Hi-Tech Co., Ltd, a Chinese company and wholly
owned subsidiary of Linkwell Tech (“Likang Disinfectant”) , Inner
Mongolia Wuhai Chengtian Chemical Co., Ltd., a Chinese company (“Wuhai Chengtian” or the “Company”), and Honglin Li, an
individual, who owns a 35% equity interest in Wuhai Chengtian (hereinafter shall
be referred to as the “Shareholder”).
RECITALS
WHEREAS, Linkwell, Linkwell Tech,
Likang Disinfectant, Wuhai Chengtian and the Shareholder (collectively, the
“Parties”) are party to
a Securities Purchase Agreement dated December 21, 2009 (the “Original
Agreement”).
WHEREAS, the Parties have determined
to amend the Original Agreement such that the purchase of certain shares of
capital stock of Wuhai Chengtian by Linkwell Tech for cash and certain newly
issued shares of Linkwell is contingent upon receiving all requisite government
approval.
TERMS
AND CONDITIONS
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties, agree as set forth herein. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
1. The
Exchange shall not occur until the Parties have obtained all requisite
governmental approval of the transactions contemplated by the Original
Agreement.
2. Section
1.1 of the Original Agreement is hereby amended and restated to read in its
entirety as follows:
“Exchange of Shares. Wuhai Chengtian
and the Shareholder hereby agree that the Shareholder shall, on
December 21, 2009, or as soon as possible thereafter provided that the
Parties have obtained all requisite governmental approval, (the “Closing Date”),
exchange 35% of his issued and outstanding shares of the capital stock of
Wuhai Chengtian (the “Wuhai Chengtian Shares”) for ￥3,150,000 RMB and
4,000,000 newly issued shares of Linkwell Common Stock, $.001 par
value (the “Linkwell Shares”).
3. Section
1.4 of the Original Agreement is hereby amended and restated to read in its
entirety as follows:
“Conditions
Precedent. Completion of the Exchange shall be conditional upon (a) Likang
Disinfectant completing a review of the financial, trading and legal
position of Wuhai Chengtian; and (b) Wuhai Chengtian obtaining all the necessary
consent, authorization and approval from the relevant regulatory
authorities, its board of directors and/or its shareholders;”
4. Section
3.13(i) of the Original Agreement is hereby amended and restated to read in its
entirety as follows:
“require
the approval or consent of the Stockholders of Likang
Disinfectant;”
5. The
term “this Agreement” as used in the Original Agreement shall mean the Original
Agreement as amended by this Amendment.
6. Except
as otherwise provided herein, the Original Agreement shall continue in full
force and effect.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Amendment on the date first
above written.
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/s/
Xuelian
Bian
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Name: Xuelian
Bian
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Its: Chairman
and Chief Executive Officer
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Linkwell
Tech Group, Inc.
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/s/
Wei
Guan
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Name: Wei
Guan
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Its: Director
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Shanghai
Likang Disinfectant High-Tech Company, Ltd.
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/s/
Wensheng
Sun
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Name:
Wensheng Sun
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Its:
Chief Operating Officer
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Shareholder
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/s/
Honglin
Li
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Name:
Honglin Li
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Inner
Mongolia Wuhai Chengtian Chemical Co., Ltd.
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/s/
Honglin
Li
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Its:
President
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