AMENDMENT TO EQUITY PLEDGE AGREEMENT
AMENDMENT
TO EQUITY PLEDGE AGREEMENT
THIS
AMENDMENT TO EQUITY PLEDGE AGREEMENT (this “Amendment”) is entered into as of
March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co.,
Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands
(“Skystar
Cayman”),
Sida
Biotechnology (Xian) Co., Ltd., a limited liability company organized under
the
laws of the People’s Republic of China (“PRC”)
and a
wholly foreign owned enterprise (“Sida”),
Xian
Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited
liability organized under the laws of the PRC (“Tianxing”),
and
those shareholders of Tianxing as set forth on the signature page (collectively
“Pledgors”, and with Skystar Cayman, Sida and Tianxing collectively referred to
as the “Parties”).
WHEREAS,
Skystar Cayman and Tianxing are parties to that certain Consulting Services
Agreement dated as of October 28, 2005 (the “Agreement”),
and
in connection therewith, Pledgors have pledged all of their equity interests
in
Tianxing pursuant to that certain Equity Pledge Agreement dated as of October
28, 2005 (the “Equity
Pledge Agreement”)
as
security for the performance by Tianxing of its obligations under the
Agreement;
WHEREAS,
Skystar Cayman, Tianxing and Sida have entered into an Amendment to Consulting
Services Agreement dated as of even date herewith, whereby Skystar Cayman has
assigned the Agreement and transferred all of its rights and obligations
thereunder to Sida;
WHEREAS,
Section 9 of the Equity Pledge Agreement provides that in the event that Skystar
Cayman assign all of its rights and obligations under the Agreement, the
assignee shall enjoy and undertake the same rights and obligations of Skystar
Cayman 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
hereto 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 Skystar Cayman (referred to in the Equity Pledge Agreement as the
“Pledgee”) with Sida.
(2) The
Pledgors hereby agree that Skystar Cayman shall be deemed to have satisfied
the
written notice provision of Subsection 9.3 of the Equity Pledge Agreement to
effectuate Skystar Cayman’s transfer of the Equity Pledge Agreement and
assignment of all of its rights and obligations thereunder to Sida.
(3) The
Pledgors and Sida 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.
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.
SKYSTAR
CAYMAN:
Skystar
Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
SIDA:
Sida
Biotechnology (Xian) Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
TIANXING:
Xian
Tianxing Bio-Pharmaceutical Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
PLEDGORS
SIGNATURE PAGE
PLEDGORS:
/s/
LU
Weibing_______ /s/
LU
Qing__________
LU
Xxxxxxx XX
Qin
/s/
WANG Guangen ___ /s/
SHEN Hua________
WANG
Xxxxxxx XXXX
Hua
/s/
LU
Zhigao_________ /s/
LU
Yajun_________
LU
Zhigao XX
Xxxxx
/s/
LU
Zhidao_________ /s/
LU
Jingwei________
LU
Zhida LU
Jingwei
/s/
WEN Wei_________ /s/
WANG Hao_______
XXX
Xxx XXXX
Xxx
/s/
WANG Guanming__ /s/
LU
Jingkang_______
WANG
Xxxxxxxx XX
Jingkang
/s/
SHEN Minhua_____ /s/
FEN Yong_________
XXXX
Xxxxxx FEN
Yong
/s/
LU
Guojuo________ /s/
WANG Yaodi______
LU
Guojuo WANG
Yaodi
/s/
LU
Bin___________ /s/
XXXXX Xxxxxx ___
LU
Xxx XXXXX
Wenwei
/s/
SHI Miaodi________ /s/
ZHANG Huiping____
SHI
Miaodi XXXXX
Xxxxxxx
/s/
XXXX Zaigang_____ /s/
ZHANG Xinya______
ZHAO
Zaigang ZHANG
Xinya
/s/
SUN Weijun_______ /s/
LIU Xia____________
SUN
Weijun XXX
Xxx
