AMENDMENT TO EQUITY PLEDGE AGREEMENT
AMENDMENT
TO EQUITY PLEDGE AGREEMENT
THIS
AMENDMENT TO EQUITY PLEDGE AGREEMENT (this “Amendment”) is
entered into as of June 30, 2009, by and among Hangson Limited., a British
Virgin Islands company incorporated under the laws of the British Virgin Islands
(“BVI
Company”); Suoke Clean Energy (Tongchuan) Co., Ltd., a limited liability
company organized under the laws of the People’s Republic of China (“PRC”) and a wholly
foreign owned enterprise (“WFOE”); Shaanxi
Suo’ang Biological Science & Technology Co., Ltd, a company with joint stock
limited liability organized under the laws of the PRC (“Biological Company”);
and those shareholders of Biological Company as set forth on the signature page
(collectively “Pledgors”, and with
BVI Company, WFOE and Biological Company collectively referred to as the “Parties”). Sino Clean
Energy, Inc., a Nevada corporation (“Sino Clean”), is made
a party to this Agreement for the sole purpose of acknowledging the
Agreement.
WHEREAS,
BVI Company and Biological Company are parties to that certain Consulting
Services Agreement dated as of August 18, 2006 (the “Agreement”), and in
connection therewith, Pledgors have pledged all of their equity interests in
Biological Company pursuant to that certain Equity Pledge Agreement dated as of
August 28, 2006 (the “Equity Pledge
Agreement”) as security for the performance by Biological Company of its
obligations under the Agreement;
WHEREAS,
BVI Company, Biological Company and WFOE have entered into an Amendment to
Consulting Services Agreement dated as of even date herewith, whereby BVI
Company has assigned the Agreement and transferred all of its rights and
obligations thereunder to WFOE;
WHEREAS,
Section 9 of the Equity Pledge Agreement provides that in the event that BVI
Company assigns all of its rights and obligations under the Agreement, the
assignee shall enjoy and undertake the same rights and obligations of BVI
Company under the Equity Pledge Agreement as if the assignee is a party to the
Equity Pledge Agreement;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
herein contained and for other good and valuable consideration, the Parties
agree as follows:
A. TRANSFER OF THE EQUITY PLEDGE
AGREEMENT; AMENDMENT.
(1) The
Parties hereby agree that the Equity Pledge Agreement is amended to replace and
substitute BVI Company (referred to in the Equity Pledge Agreement as the
“Pledgee”) with WFOE.
(2) The
Pledgors hereby agree that BVI Company shall be deemed to have satisfied the
written notice provision of Subsection 9.3 of the Equity Pledge Agreement to
effectuate BVI Company’s transfer of the Equity Pledge Agreement and assignment
of all of its rights and obligations thereunder to WFOE.
(3) The
Pledgors and WFOE hereby agree that this Amendment shall constitute the new
pledge contract as required under Subsection 9.4 of the Equity Pledge
Agreement.
(4) Except
as expressly set forth herein, this Amendment shall not be deemed to be a
waiver, amendment or modification of any provisions of the Equity Pledge
Agreement, or of any right, power, privilege or remedy provided therein, or
constitute a waiver, amendment or modification of any provision of the
Equity Pledge Agreement (except to the extent herein set forth), or any other
document, instrument and/or agreement executed or delivered in connection
therewith, in each case whether arising before or after the date hereof or as a
result of performance hereunder or thereunder.
B. CONFLICTS. Except
as expressly set forth in this Amendment, the terms and provisions of the
Agreement shall continue unmodified and in full force and effect. In
the event of any conflict between this Amendment and the Agreement, this
Amendment shall control.
C. COUNTERPARTS. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.
[Remainder
of page left blank intentionally.]
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly
executed by their legal representatives and duly authorized representatives on
their behalf as of the date first set forth above.
BVI
COMPANY:
Hangson
Limited
By:
Name: REN
Baowen
Title:
Director
WFOE:
Suoke
Clean Energy (Tongchuan) Co., Ltd.
By:
Name:
REN, BaowenTitle:
Chairman
Biological
Company
Shaanxi
Suo’ang Biological Science & Technology Co., Ltd.
By:
Name:
REN, BaowenTitle:
Chairman
PLEDGORS SIGNATURE
PAGE
PLEDGORS:
Shaanxi
Hanzhong Xxx Xxxx Clothes Group Co., Ltd.
By____________
_______________
REN
Baowen
_______________
XXXXX
Xxxxxx
_______________
XXX
Xxxxxx
_______________
YANG
Feng
_______________
YAO
Yongsheng
_______________
QU
Fuxiu
_______________
LEI
Yuan
_______________
YONG
Shanqing
_____________
REN
Wenxia
______________
XXXX
Xxxx
______________
WANG
Li
_______________
YANG
Yuejun
