AMENDMENT NO. 1 TO MERGER AGREEMENT


 


 


This AMENDMENT NO.
1 TO MERGER AGREEMENT (“Amendment”) is entered into as of January 8, 2013, among Israel Growth Partners Acquisition
Corp., a Delaware corporation (“IGPAC”), Macau Resources Group Limited (formerly known as “Speedy Cosmo
Limited”), a British Virgin Islands corporation (the “Company”), and the members of the Company (each,
a “Shareholder” and collectively, the “Shareholders”), and constitutes an amendment to the
Merger Agreement, dated August 28, 2012, by and among the parties hereto (the “Agreement”). All capitalized
terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement..


 


RECITALS:


 


A.Moorland Partners,
LLC (“Moorland”), which holds a majority of all of the outstanding shares of common stock of IGPAC, had previously
signed a written consent adopting and approving the Agreement and the Merger;


 


B.Effective December
24, 2012, Moorland withdrew and revoked such written consent and, accordingly, neither the Agreement nor the Merger have been adopted
or approved by the stockholders of IGPAC as of the date hereof; and


 


C.The parties hereto
desire to amend the Agreement in order to, among other things, reflect the withdrawal and revocation by Moorland of its written
consent, all as set forth in this Amendment.


 


IT IS AGREED:


 


1.Stockholder
Approval. Notwithstanding anything to the contrary in the Agreement, including the provisions of Sections 3.4 and 3.5, the
parties hereto acknowledge and agree that (a) it shall be a condition to IGPAC’s ability to consummate the transactions contemplated
by the Agreement, including the Merger, that the Agreement and the Merger be adopted and approved by holders of a majority of the
outstanding shares of common stock of IGPAC, and (b) the receipt of such consent shall be required as a condition to IGPAC’s
obligation to consummate the transactions contemplated by the Agreement, pursuant to Section 6.2(d) of the Agreement.


 


2.Section 7.1(b).
Section 7.1(b) of the Agreement is hereby revised by changing the Termination Date from December 31, 2012 to March 31, 2013.


 


3.Amendment;
No Further Effect. This Amendment will be deemed to be an amendment of the Agreement pursuant to Section 9.9 of the Agreement.
Except as expressly set forth herein, this Amendment does not, by implication or otherwise, alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement.


 


4.Governing
Law. This Amendment shall be governed by the laws of the State of Delaware without regard to conflicts of laws principles.


 



    	 



    	 



    

 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date first written above.


 





	 	 	 
	 	PURCHASER:
	 	 
	 	ISRAEL GROWTH PARTNERS ACQUISITION CORP
	 	 	 
	 	By:  	/s/ Craig Samuels
	 	Name:	Craig Samuels
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	COMPANY:
	 	 	 
	 	MACAU RESOURCES GROUP LIMITED.
	 	 	 
	 	By:  	/s/ Chung Long Jin
	 	Name:	Chung Long Jin
	 	Title:	Chairman
	 	 	 
	 	SHAREHOLDERS:
	 	 	 
	 	 	 /s/ Chung Long Jin
	 	 	Chung Long Jin
	 	 	 
	 	 	 /s/ Lam Cheok Va
	 	 	Lam Cheok Va
	 	 	 
	 	 	 /s/ Hsu Chen-Hai
	 	 	Hsu Chen-Hai
	 	 	 
	 	 	 /s/ Shu Qinliang
	 	 	Shu Qinliang