FIRST AMENDMENT TO SECURITIES ESCROW AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to Securities Escrow Agreement dated as of July 31, 2008 (this
“Agreement”), is entered into by and among Southern Sauce Company, Inc., a
Florida corporation (the “Company”), Li Shaoqing (“Principal Stockholder”),
Vision Opportunity China LP, a closed-ended investment company incorporated
in
Guernsey (“Vision”), and Loeb & Loeb, LLP, as escrow agent.
WITNESSETH:
WHEREAS,
the Company, Vision, Principal Stockholder and Loeb & Loeb LLP, as escrow
agent, entered into a Securities Escrow Agreement dated as of June 10, 2008
(the
“Securities Escrow Agreement”), and
WHEREAS,
Section 1.5 of the Securities Escrow Agreement did not reflect the understanding
of the parties and the parties have agreed to amend said provisions, in the
manner, and on the terms and conditions, set forth herein.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby agree as follows:
1. Definitions.
Capitalized terms not otherwise defined herein (including the Recitals) shall
have the meanings ascribed to them in the Securities Escrow
Agreement.
2. Amendment
to Section 1.5 of the Securities Escrow Agreement.
Section
1.5 of the Securities Escrow Agreement is hereby amended and restated in its
entirety as of the date hereof to read as follows:
1.5 If
the
Company fails to timely comply with its obligations set forth in Section 3.25
of
the Purchase Agreement (the “Listing
Obligation”),
then
750,000 shares of Common Stock collectively owned by the Principal Stockholder
(the “Penalty
Shares”)
shall
be distributed to Vision as set forth in Section 3.25 of the Purchase Agreement.
Within five (5) business days after the release of the Penalty Shares to Vision,
the Principal Stockholder shall deposit into the escrow account maintained
by
the Escrow Agent stock certificates evidencing an aggregate of 750,000 shares
of
Common Stock.
3. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained
in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect any of the
terms thereof.
4. Execution
of Counterparts.This
Agreement may be executed in a number of counterparts, by facsimile, each of
which shall be deemed to be an original as of those whose signature appears
thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when one or more of the counterparts hereof,
individually or taken together, are signed by all the parties.
[Signature
Page to Follow]
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IN
WITNESS WHEREOF, the parties have executed and delivered this First Amendment
to
Securities Escrow Agreement on the day and year first above
written.
By: /s/
Xxxx
Xxxx
Name:
Xxxx Xxxx
Title:
Chief Executive Officer
VISION
OPPORTUNITY CHINA LP
By: /s/
Xxxx
Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Authorized Signatory
ESCROW
AGENT:
Loeb
& Loeb LLP
By:
/s/
Xxxxxxxx X. Xxxxxxxx
Name:
Xxxxxxxx X. Xxxxxxxx
Title:
Partner
PRINCIPAL
STOCKHOLDER:
Li
Shaoqing
By:
/s/
Li
Shaoqing
Name:
Li
Shaoqing
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