EXHIBIT 99.2
AMENDMENT NO. 1
TO
AFFILIATE STOCK PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to that certain Affiliate Stock
Purchase Agreement (the "Agreement") dated the 1st day of December, 2010, by and
between by and between Shan Qiang (the "Seller") and Farm Lands of Guinea
Limited, an entity duly formed and existing under the laws of the British Virgin
Islands (the "Purchaser"), is made this 28th day of January, 2011 by and between
Seller and Purchaser (collectively, the "Parties").
RECITALS
WHEREAS, the Purchaser has been unable to raise sufficient funds to
purchase the Purchased Shares (as such term is defined in the Agreement) within
the timeframe required by the Agreement to complete the transactions
contemplated by the Agreement.
WHEREAS, the Parties still desire to complete the transactions contemplated
by the Agreement.
WHEREAS, the Parties wish to further amend the Agreement, as set forth
herein.
NOW THEREFORE, in consideration of covenants and agreements contained
herein and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Parties hereto, the
Parties agree as follows:
1. Definitions. All defined terms used herein shall have the meaning
assigned to them in the Agreement unless otherwise defined herein, and all of
the terms of the Agreement shall continue to apply unless as amended hereby.
2. Amendment to Section 1.1 of the Agreement. The first sentence of Section
1.1 of the Agreement is deleted in its entirety and replaced with the following
text:
The Seller hereby agrees to sell, assign, transfer and deliver to the
Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the
Purchased Shares and the $27,500 Debt for the aggregate purchase price of
One Hundred and Twenty Thousand U.S. Dollars ($120,000) on Closing on or
before February 24, 2011 (the "Purchase Price").
3. Amendment to Section 1.2(a) of the Agreement. Section 1.2(a) of the
Agreement is deleted in its entirety are replaced with the following text:
(a) On or before February 1, 2011, the Purchaser shall pay to the
Seller a non-refundable fee of Sixty-three Thousand Five Hundred U.S.
Dollars ($63,500), of which the Seller acknowledges that $50,000 has
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already been received on December 6, 2010, delivered by wire transfer to
Law Offices of Thomas E. Puzzo, PLLC, pursuant to the wire transfer
instructions in Section 1.1. The non-refundable $63,500 fee shall be
credited towards the Purchase Price. If the Closing in Section 1.3 does not
occur by February 24, 2011, Seller may keep the non-refundable $63,500 fee
without any obligation to the Purchaser and this Agreement shall terminate;
provided, however, if the Seller has caused Closing not to timely occur by
the failure to deliver to the Purchaser those items in Sections 1.3(a) and
(b), then such $63,500 shall be returned to Seller not later than February
28, 2011, and this Agreement shall terminate (except that the obligation to
return the $63,500 to Buyer shall survive termination).
4. Amendment to Section 1.2(b) of the Agreement. Section 1.2(b) of the
Agreement is deleted in its entirety.
5. Amendment to Section 1.3 of the Agreement. The text "December 31, 2010"
in the first sentence of Section 1.3 of the Agreement is deleted in its entirety
and replaced with the text "February 24, 2011."
6. Amendment to Section 1.3(e) of the Agreement. Section 1.3(e) of the
Agreement is deleted in its entirety, and replaced with the following text:
The Purchaser shall have raised not less than One Million U.S. Dollars
($1,000,000) on or before February 14, 2011 for the purpose of commencing
its business operations, pursuant to that certain Private Placement
Memorandum (the "PPM") provided by the Purchaser to Seller on November 12,
2010 and as further amended for the minimum subscription amount of USD $1
Million, and provide evidence that such funds have been received pursuant
to subscription or other agreements that have been agreed to in writing by
the seller of the securities, as disclosed in the PPM;
7. Amendment to Section 2.1(k) of the Agreement. The text "Six Thousand
Seven Hundred Sixty-six Dollars ($6,766)" in the first sentence of Section
2.1(k) of the Agreement is deleted in its entirety and replaced with the text
"Three Thousand Six Hundred Dollars ($3,600)."
8. Amendment to Section 5.3 of the Agreement. The text "December 21, 2010"
in the first sentence of Section 5.3 of the Agreement is deleted in its entirety
and replaced with the text "February 14, 2011, and subject to Purchaser raising
not less than $1,000,000, as provided in 1.3 (e)."
9. Continuing Effect of the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and shall not be
waived, modified, superseded or otherwise affected by this Amendment. This
Amendment is not to be construed as a release, waiver or modification of any of
the terms, representations, warranties, covenants, rights or remedies set forth
in the Agreement, except as specifically set forth herein.
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10. Counterparts. This Amendment may be executed in several counterparts
and by telecopied facsimile or scanned e-mail attachment, and each such
counterpart or telecopied facsimile or scanned e-mail attachment so executed
shall constitute one and the same Amendment.
8. Effective Date. This Amendment has been executed by the Parties hereto
as of the day and year first written.
9. Entire Agreement. The Agreement and this Amendment No. 1 contain all of
the terms and conditions agreed upon by the Parties relating to the subject
matter of the Agreement and supersede all prior agreements, negotiations,
correspondence, undertakings, and communications of the Parties, whether oral or
written, respecting that subject matter.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
SELLER:
Shan Qiang
/s/ Shan Qiang
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Shan Qiang
PURCHASER:
FARM LANDS OF GUINEA LIMITED
/s/ its director
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