Supplemented by the Third Amendment, dated June 30, 2020
Exhibit 2.4
Dated the 30th day of June 2020
ACE VANTAGE INVESTMENTS LIMITED
(as Vendor)
and
TEMIR CORP.
(as Purchaser)
THIRD SUPPLEMENTAL AGREEMENT
IN RELATION TO THE SALE AND PURCHASE AGREEMENT
in respect of 100% of the issued share capital
of
JTI FINANCIAL SERVICES GROUP LIMITED
(as Company)
THIS THIRD SUPPLEMENTAL AGREEMENT is made on the 30th day of June 2020
ACE VANTAGE INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (hereinafter called “Vendor”).
AND:
TEMIR CORP., a company incorporated in Nevada, the United States with limited liability, and having its head office at Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong (hereinafter called “Purchaser”). (each, a “Party” collectively, the “Parties”).
WHEREAS:
| (A) | Pursuant to an agreement (the “Agreement”) for the sale and purchase of the issued share capital in JTI Financial Services Group Limited (the “Company”) dated 2 April 2020, the Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, 10,000,000 shares in the issued share capital of the Company, representing 100% of the issued and paid-up share capital of the Company. |
| (B) | The parties to the Agreement have agreed to vary certain terms of the Agreement in the manner as set out in this third supplemental agreement (“this Third Supplemental Agreement”). |
NOW IT IS HEREBY AGREED as follows:
| 1.1 | In this Third Supplemental Agreement and unless the context otherwise requires, definitions and interpretations used in the Agreement shall have the same meaning herein. |
| 1.2 | THAT the Agreement be amended as below: |
| (A) | The defined term “Consideration Shares(s)” under DEFINITIONS AND INTERPRETATION be amended to read “ “Consideration Share(s)” 4,118,182 TMRR Shares to be allotted and issued by TMRR pursuant to Clause 3.1;”. |
| (B) | Clause 3.1 be amended to read “The consideration of the Sale Shares to be paid by the Purchaser to the Vendor at Completion is US$10,295,455.00 (the “Consideration”), which shall be satisfied by the allotment and issue of the Consideration Shares by TMRR at the Issue Price.”. |
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IN WITNESS whereof this Supplemental Agreement has been duly executed on the date first above written by the Parties.
| VENDOR | ||
| SIGNED by ROY CHAN | ) | |
| For and on behalf of | ) | |
| ACE VANTAGE INVESTMENTS LIMITED | ) | |
| in the presence of: | ) | |
| PURCHASER | ||
| SIGNED by ALEX YUEN | ) | |
| For and on behalf of | ) | |
| TEMIR CORP. | ) | |
| in the presence of: | ) |
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