EXHIBIT 10.2
AMENDMENT AGREEMENT
AS OF NOVEMBER 17, 2004
Re: PRIVATE PLACEMENT OF COMMON STOCK AND WARRANTS OF AMERICAN
ORIENTAL BIOENGINEERING, INC. INCREASE OF MAXIMUM OFFERING
AMOUNT FROM UP TO $4,000,000 TO UP TO $6,000,000.
TO THE SUBSCRIBER IDENTIFIED ON THE SIGNATURE PAGE HERETO:
Reference is made to (1) that certain Subscription Agreement
(the "SUBSCRIPTION AGREEMENT") by and among American Oriental Bioengineering,
Inc., a Nevada corporation (the "COMPANY"), and the subscriber identified on the
signature page thereto (the "SUBSCRIBER"), and (2) that certain Escrow Agreement
(the "ESCROW AGREEMENT") by and among the Company, the Subscriber and Grushko &
Xxxxxxx, P.C. (the "ESCROW AGENT"). Capitalized terms used but not defined
herein shall have the same meanings as set forth in the Subscription Agreement.
Each of the Subscription Agreement and the Escrow Agreement relate to the
proposed private placement pursuant to Regulation D under the Securities Act of
1933, as amended, of the Common Stock and the Warrants of the Company to the
Subscriber, on the terms and subject to the conditions set forth therein. Each
of the Subscription Agreement and the Escrow Agreement is hereby amended as
follows:
1. SUBSCRIPTION AGREEMENT.
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The first sentence of the second "whereas" clause of the Subscription
Agreement is hereby amended to read in its entirety as follows:
"WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers shall purchase,
in the aggregate, up to $6,000,000.00 (the "PURCHASE PRICE") of the
Company's common stock, $.001 par value (the "COMMON STOCK" or
"SHARES"), and share purchase warrants in the form attached hereto as
EXHIBITS A1 AND A2 (the "WARRANTS"), to purchase shares of Common
Stock (the "WARRANT SHARES")."
2. ESCROW AGREEMENT.
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(i) The first "whereas" clause of the Escrow Agreement is hereby
amended to read in its entirety as follows:
"WHEREAS, the Company and Subscribers have entered into a Subscription
Agreement calling for the sale by the Company to the Subscriber of
$.001 par value Common Stock of the Company ("Common Stock") for an
aggregate purchase price of up to $6,000,000.00 and the issuance of
Warrants in the amounts set forth on Schedule A hereto; and".
(ii) Section 1.1(d) of the Escrow Agreement is hereby amended to read
in its entirety as follows:
"(d) "Escrowed Payment" means an aggregate cash payment of up to
$6,000,000.00 which is the Purchase Price as defined in the
Subscription Agreement;".
(iii) Section 3.1(e) of the Escrow Agreement is hereby amended to read
in its entirety as follows:
"(e) In the event executed Subscription Agreements executed by
Subscribers for an aggregate Purchase Price of up to
$6,000,000.00 and Escrowed Payments for an aggregate of up to
$6,000,000.00 have not been received by the Escrow Agent on or
before November 30, 2004, the Escrow Agent shall immediately
release the Company Documents to the Company and release the
Subscriber Documents and Escrowed Payments to the
Subscribers.".
3. COUNTERPARTS/EXECUTION.
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This Amendment Agreement may be executed in any number of counterparts
and by different signatories hereto on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument. This Amendment Agreement may be
executed by facsimile transmission and delivered by facsimile transmission.
Very truly yours,
AMERICAN ORIENTAL BIOENGINEERING, INC.
By: __________________________
Name: Xxxx Xx
Title: Chief Operating Officer
The undersigned acknowledges the above and agrees to be bound as of the
date first written above.
ESCROW AGENT:
____________________________________
Grushdo & Xxxxxxx, P.C.
SUBSCRIBER:
By: ________________________________
Print Name: _______________________
Title/Entity: _____________________
