Exhibit 10.2


 


Addendum to
Contribution, Conveyance and Assumption Agreement Dated
as of October 3, 2016


 


This
Addendum to Contribution, Conveyance and Assumption Agreement (this “Addendum”) is made and entered into as
of the date first set forth above by and between Yangtze River Development, Ltd., a Nevada corporation (the “Contributor”
or “YERR”), Armada Enterprises GP, LLC, a Delaware limited liability company (the “General Partner”),
and the General Partner’s subsidiary, Wight International Construction, LLC, a Delaware limited liability company (“Wight
Construction”).


 


WHEREAS,
the parties hereto are the parties to that certain Contribution, Conveyance and Assumption Agreement, dated as of October 3, 2016
(together with all addendums and amendments thereto, the “Agreement”); and


 


WHEREAS,
the parties hereto now wish to enter into this Addendum to set clarify their intent and agreements with respect to the Agreement
and the transactions contemplated therein;


 


NOW
THEREFORE, in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby irrevocably acknowledged by the parties hereto, and intending to be legally bound, and notwithstanding
anything to the contrary in the Agreement, the parties hereby agree as follows:


 


1.Terms
used herein without definition shall have the meaning given in the Agreement.


 


2.In
connection with the transactions contemplated in the Agreement, the Parties agree that the agreement of the parties with respect
to such transactions is as follows:


 


		(a)	YERR
                                         subscribes to acquire 100,000,000 Preferred B Membership Units of Wight Construction
                                         in exchange for 60,000,000 shares of YERR common stock and a convertible promissory note
                                         of YERR payable to Wight Construction in the amount of $500,000,000 USD.



 


		(b)	Of
                                         the 60,000,000 shares of YERR common stock, 50,000,000 shares will be issued at the Closing
                                         and 10,000,000 shares will be reserved with YERR’s transfer agent to be issued
                                         upon the General Partner’s obtaining financing for YERR's construction project
                                         in China (the “Construction Project”) of $1,000,000,000 USD over a
                                         3-year period.



 


		(c)	The
                                         General Partner will deposit $2,000,000 USD with YERR to be held as a break-up fee in
                                         the event that the General Partner fails to obtain at least $50,000,000 USD in financing
                                         for the Construction Project, but which shall be used for working capital for the Construction
                                         Project after the $50,000,000 USD in financing is procured.



 


		(d)	YERR
                                         will engage Wight Construction as the engineering, procurement and construction firm
                                         for the Construction Project.



 


		(e)	The
                                         General Partner covenants to audit and contribute Wight Construction to Armada Enterprises,
                                         LP (after it is formed from the conversion of Bim Homes, Inc., a General Partner subsidiary)
                                         and in the contribution, YERR’s Wight Construction Preferred Membership Units will
                                         be exchanged for LP Units.



 


3.The
intent of the Parties is that this Addendum shall not amend any of the terms of the Agreement, but is being entered into by
and between the Parties for the intent of clarifying and summarizing the intent of the Parties with respect to the agreements
of the Parties in the Agreement. In the event of any conflict between the Agreement and this Addendum, the Agreement shall
control, and the Agreement shall remain in full force and effect.


 


4.The
provisions of Article X of the Agreement (Miscellaneous) shall apply to this Addendum as though fully set forth
herein.


 


5.This
Addendum may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


[Signatures
appear on following page]








 






    


     

    

 


IN WITNESS WHEREOF, the Parties have duly executed this Addendum
as of the date first written above.


 





	 	YANGTZE
    RIVER DEVELOPMENT, LTD
	 	 	 
	 	By:	/s/ Xiangyao Liu




	 	Name:	Xiangyao Liu
	 	Title:	Chief Executive Officer
	 	 	 
	 	ARMADA
    ENTERPRISES GP, LLC
	 	 	 
	 	By: 	/s/
George Wight
	 	Name:	George
    Wight
	 	Title:	Managing
General Partner
	 	 	 
	 	WIGHT
    INTERTANTIONAL CONSTRUCTION, LLC
	 	By:
Armada Enterprises GP, LLC 
	 	 	 
	 	By:
	/s/
George Wight

	 	Name:	George
Wight

	 	Title:
	Managing
    General Partner