Supplemental Agreement to Letter of Intent for Share Purchase between Li Dongxiang, Zeng Xianguang, and Shenzhen Digital Image Technologies Co., Ltd.
This agreement is a supplement to a previous Letter of Intent for a share purchase between Li Dongxiang and Zeng Xianguang (the sellers) and Shenzhen Digital Image Technologies Co., Ltd. (the buyer), witnessed by Hubei Tongjin (Shenzhen) Law Firm. It requires five individuals, including the sellers, to work at the buyer's company for at least three years. Payment for the share purchase is made in stages over three years, contingent on continued employment. If any of the five individuals resigns within three years, the purchase price will not be established. The agreement takes effect upon signing.
Exhibit 10.1
Supplemental Agreement
Letter of Intent of Share Purchase
Transferor: Li Dongxiang; Zeng Xianguang (the “Transferor”)
Transferee: Shenzhen Digital Image Technologies Co., Ltd. (“SDIT”)
Witness: Hubei Tongjin (Shenzhen) Law Firm (the “Witness”)
After friendly negotiation between the Transferor and SDIT (the “Parties”), the Parties agreed to enter into this Supplemental Agreement (the “Agreement”), which amends the Letter of Intent of Share Purchase (the “Letter of Intent”) dated September 26, 2011. The supplemental agreement is the following:
| 1. | Li Dongxiang, Zeng Xianguang, Chen Jiasong, Gu Rui, and Long Yan (the “Five Individuals”) of Guangzhou FanYuTuo 3D Technology Co., Ltd. (“Guangzhou”), hereby promised to work at Shenzhen Digital Image Technologies Co., Ltd. for at least three (3) years. Among the Five Individuals, Li Dongxiang and Zeng Xianguang are former shareholders of Guangzhou, and Chen Jiasong, Gu Rui, and Long Yan are former employees of Guangzhou. |
| 2. | Li Dongxiang and Zeng Xianguang shall be paid through the Witness according to the following: |
| a. | 50% of total acquisition price stipulated in the Letter of Intent will be paid through the Witness to Li Dongxiang and Zeng Xianguang herein within five(5) business days upon execution of this agreement; |
| b. | 30% of total acquisition price stipulated in the Letter of Intent will be paid through the Witness to Li Dongxiang and Zeng Xianguang herein, within five(5) business days immediately after completion of two (2) years of employment of the said Five Individuals for SDIT; |
| c. | The remainder of 20% will be paid through the Witness to Li Dongxiang and Zeng Xianguang herein within five (5) business days immediately after completion of three (3) years of employment of the said Five Individuals for SDIT. |
| 3. | If any of the said Five Individuals resigns from SDIT within three years during the period of the agreement, the purchase price described in the Agreement will not establish. |
| 4. | This agreement shall be deemed as an inseparable part of the original agreement once it comes into effect. It has the same legal force as the original agreement. This Agreement shall govern if there is any conflict between this Agreement and the original agreement. |
| 5. | This agreement is prepared in six (6) copies with the same legal force for the following: the registration office, the Witness, the two shareholders, Guangzhou FanYuTuo 3D Technology Co., Ltd., and Shenzhen Digital Image Technologies Co., Ltd. |
| 6. | This agreement will come into effect upon the signing of the transferor and SDIT. |
| 7. | Unless otherwise specified, all terms in this Agreement shall have the same definition as defined in the Letter of Intent dated September 26, 2011. |
Transferor: Zeng Xianguang Li Dongxiang
Transferee: Shenzhen Digital Image Technologies Co., Ltd. (seal)
Witness: Hubei Tongjin (Shenzhen) Law Firm (seal)
Date:
