f8k041910ex10ii_apextalk.htm


 


Exhibit 10.2


 



SECOND AMEND THE STOCK PURCHASE AGREEMENT












This SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (the “Second Amendment” is dated as of April 23, 2010 by and among Apextalk Holdings, Inc., a Delaware corporation (the “Company”), and Champion Investors (China), Ltd. (the Purchaser).  Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement.


 


WITNESSETH:


 


WHEREAS, pursuant to the Securities Purchase Agreement dated December 30, 2009 (the “Execution Date”), the Company agrees to issue to the Purchasers a total of 1,666,668 shares of Common Stock for an aggregate purchase price (the “Purchase Price”) of $4,000,000;


 


WHEREAs, as of the date hereof, the Company has received a total of $2,000,000 of the Purchase Price, in connection which, the Company has issued to the Purchasers a total of 833,334 shares of Common Stock;


 


WHEREAS, pursuant to the Amendment Agreement To The Securities Purchase Agreement dated March 30, 2010, the remaining $2,000,000 Purchase Price shall be delivered to the Company within 90 days of the Execution Date;


 


WHEREAS, the parties hereto desire to amend the Securities Purchase Agreement as set forth herein.


 


NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:


 


1. Section 1 of the Securities Purchase Agreement is hereby cancelled and restated in its entirety to read as follows:







“1.           Purchase of Common Stock.







The Purchaser intends to be legally bound, hereby irrevocably agrees to purchase from the Company 1,666,668 shares common stock (the “Common Shares”) at a purchase price of $2.40 per share upon the terms and conditions set forth hereinafter.  The total amount of the purchase will be $4,000,000 payable to Apextalk Holdings by 4 separate payments within 150 days. The Company will issue new shares for this transaction.







The Purchaser is delivering the payment (the “Purchase Price”) by a check made payable to “Apextalk Holdings” with two fully executed copies of this Agreement; a completed Investor Questionnaire (the “Investor Questionnaire”):







Apextalk Holdings, Inc. 


637 Howard Street,


San Francisco, California, 94105


Tel: (888) 228-2829


Fax: (415) 777-3646




 


 




 





 











 






 








The Purchaser understands that the Common Shares are being issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation D Rule 506, or Regulation S of such Securities Act. As such, the Common Shares are only being offered and sold to investors who qualify as “accredited investors” as defined by Rule 501 of Regulation D of the Securities Act, and a limited number of sophisticated investors, and persons who are not “US persons” as defined in Regulation S under the Securities Act.  The Corporation is relying on the representations made by the Purchaser in this Agreement that the Purchaser qualifies as such an accredited, sophisticated, or non “US person” investor, and the Purchaser is capable of evaluating the merits and risks of his investment in the offering and has ability and capacity to protect his interests.  The Common Shares are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.







2. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to residents of that State executing contracts wholly to be performed in that State without regard to conflicts of laws principles.







3. Assignability. This Agreement is not transferable or assignable by the Purchaser.







4. Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each such counterpart shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 23 day of April 23, 2010.













	  	
APEXTALK HOLDING, INC.


	  	  	  
	  	
By:  

	
/s/ Hui Liu


	  	
Name: Hui Liu


Title: Chief Executive Officer


	  	  	  
	  	
CHAMPION INVESTORS (CHINA) LTD


	  	  	
 


/s/ Yi Biao Chen


	 	 	
Name: Yi Biao Chen


Title: Chief Executive Officer