Attached files
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| 8-K - TOP FLIGHT GAMEBIRDS, INC. | v216218_8k.htm |
AGREEMENT TO AMEND EARN-IN AGREEMENT
This Agreement to Amend the Earn-In Agreement is made of March 29, 2011 (the “Effective Date”) between and among (i) the Seller and (ii) the Buyers. Capitalized terms not otherwise defined herein shall have the same meanings assigned to them in the Earn-In Agreement (the “Original Earn-In Agreement”) executed by the Parties on June 29, 2010.
RECITALS
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A.
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The Parties have entered into the Original Earn-In Agreement on June 29, 2010, pursuant to which each Buyer will have the right to exercise a Call Option to his or her Proportionate share of 25% of the make-good shares of the Seller’s Shares upon the terms set forth therein.
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B.
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The Parties have agreed to make certain amendments to the Original Earn-In Agreement in the manner set forth in this Agreement.
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:
ARTICLE I
AMENDMENTS TO THE ORIGINAL EARN-IN AGREEMENT
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1.1
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Each of Subsections 1.1(b), (c) and (d) of the Original Earn-In Agreement shall be amended by inserting the following new provision after the words "Seller's Shares.":
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"For the purpose of determining the foregoing net income, the Parties agree that the non-cash expenses will be excluded."
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1.2
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Subsection 1.1(d) of the Original Earn-In Agreement shall be further amended by deleting the words "and a satisfactory audit report is issued according to US GAAP for 2010" and replacing them with the following words:
"according to the management prepared financial statements for 2010".
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1.3
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The amendments set forth in Sections 1.1 and 1.2 above shall take effect on the Effective Date.
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ARTICLE II
CONTINUING OBLIGATIONS
Except as expressly modified by this Agreement, every term, provision and condition of the Original Earn-In Agreement shall remain in full force and effect.
ARTICLE III
INCORPORATION OF TERMS
Sections 5.1 to 5.13 of the Original Earn-In Agreement shall apply mutatis mutandis to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first set forth above.
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“SELLER”
Meili Tsai, a Hong Kong individual
By: /s/ Meili Tsai
Name: Meili Tsai 蔡美丽
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ACKNOWLEDGED AND AGREED TO:
“COLLATERAL AGENT”
Guang Dong GuoXin Law Firm
By: /s/ Yu Li
Name: Yu Li 李郁
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“BUYER”
Yunlu Yin, an individual citizen of the People’s Republic of China
By: /s/ Yunlu Yin
Name: Yunlu Yin 殷允录
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“BUYER”
Yanming Lv, an individual citizen of the People’s Republic of China
By: /s/ Yanming Lv
Name: Yanming Lv 吕延明
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“BUYER”
Shouqiang Han, an individual citizen of the People’s Republic of China
By: /s/ Shouqiang Han
Name: Shouqiang Han 韩寿强
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“BUYER”
Shulan Li, an individual citizen of the People’s Republic of China
By: /s/ Shulan Li
Name: Shulan Li 李淑兰
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“BUYER”
Qingdong Zeng, an individual citizen of the People’s Republic
of China
By: /s/ Qingdong Zeng
Name: Qingdong Zeng 曾庆东
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“BUYER”
Junyan Su, an individual citizen of the People’s Republic of China
By: /s/ Junyan Su
Name: Junyan Su 苏俊岩
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“BUYER”
Hong Zhang, an individual citizen of the People’s Republic
of China
By: /s/ Hong Zhang
Name: Hong Zhang 张红
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“BUYER”
Guojun Zhao, an individual citizen of the People’s Republic of China
By: /s/ Guojun Zhao
Name: Guojun Zhao 赵国军
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“BUYER”
Feng Jin, an individual citizen of the People’s Republic
of China
By: /s/ Feng Jin
Name: Feng Jin 金凤
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“BUYER”
Dandan Wang, an individual citizen of the People’s Republic of China
By: /s/ Dandan Wang
Name: Dandan Wang 王丹丹
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“BUYER”
Boliang Zhu, an individual citizen of the People’s Republic
of China
By: /s/ Boliang Zhu
Name: Boliang Zhu 朱伯良
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“BUYER”
Zhihao Pan, an individual citizen of the People’s Republic of China
By: /s/ Zhihao Pan
Name: Zhihao Pan 盘志豪
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“BUYER”
Zhengang Chi, an individual citizen of the People’s Republic
of China
By: /s/ Zhengang Chi
Name: Zhengang Chi 迟振刚
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“BUYER”
Zhen Cheng Huang, an individual citizen of the People’s Republic of China
By: /s/ Zhengcheng Huang
Name: Zhencheng Huang 黄振成
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“BUYER”
Yiting Zhang, an individual citizen of the People’s Republic
of China
By: /s/ Yiting Zhang
Name: Yiting Zhang 张易庭
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“BUYER”
Yanliang Song, an individual citizen of the People’s Republic of China
By: /s/ Yanliang Song
Name: Yanliang Song 宋延亮
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“BUYER”
Xueye Jing, an individual citizen of the People’s Republic
of China
By: /s/ Xueye Jing
Name: Xueye Jing 景雪野
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“BUYER”
Yan Zhang, an individual citizen of the People’s Republic of China
By: /s/ Yan Zhang
Name: Yan Zhang 张燕
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“BUYER”
Xianming Zeng, an individual citizen of the People’s Republic
of China
By: /s/ Xianming Zeng
Name: Xianming Zeng 曾宪明
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“BUYER”
Shunli Wang, an individual citizen of the People’s Republic of China
By: /s/ Shunli Wang
Name: Shunli Wang 王顺利
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“BUYER”
Renyuan Su, an individual citizen of the People’s Republic
of China
By: /s/ Renyuan Su
Name: Renyuan Su 粟任元
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“BUYER”
Qingwei Meng, an individual citizen of the People’s Republic of China
By: /s/ Qingwei Meng
Name: Qingwei Meng 孟庆伟
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“BUYER”
Nan Li, an individual citizen of the People’s Republic
of China
By: /s/ Nan Li
Name: Nan Li 李楠
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“BUYER”
Naihua Hu, an individual citizen of the People’s Republic
of China
By: /s/ Naihua Hu
Name: Naihua Hu 胡乃华
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“BUYER”
Li Li, an individual citizen of the People’s Republic
of China
By: /s/ Li Li
Name: Li Li 李力
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“BUYER”
Hong Li, an individual citizen of the People’s Republic
of China
By: /s/ Hong Li
Name: Hong Li 李虹
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“BUYER”
Hanjun Liu, an individual citizen of the People’s Republic
of China
By: /s/ Hanjun Liu
Name: Hanjun Liu 刘汉军
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“BUYER”
Fangyuan Song, an individual citizen of the People’s Republic
of China
By: /s/ Fangyuan Song
Name: Fangyuan Song 宋放远
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“BUYER”
Dan Li, an individual citizen of the People’s Republic
of China
By: /s/ Dan Li
Name: Dan Li 李丹
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“BUYER”
An Fu, an individual citizen of the People’s Republic
of China
By: /s/ An Fu
Name: An Fu 傅安
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“BUYER”
Chaobo Song, an individual citizen of the People’s Republic
of China
By: /s/ Chaobo Song
Name: Chaobo Song 宋朝波
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“BUYER”
Yanmin Song, an individual citizen of the People’s Republic
of China
By: /s/ Yanmin Song
Name: Yanmin Song 宋延敏
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