FIRST AMENDMENT TO ESCROW AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to Escrow Agreement, dated as of June 4, 2008 (this
“Agreement”), is entered into by and among Shen Kun International Limited, a
limited liability company organized under the laws of the British Virgin Islands
(“Shen Kun”), Southern Sauce Company, Inc., a Florida corporation (the
“Company”), Loeb & Loeb LLP (the “Escrow Agent”) and Vision Opportunity
China LP, a closed-ended investment company incorporated in Guernsey (“Vision”,
together with the Company, the “Escrowing Parties”). The principal address of
each party hereto is set forth on Exhibit A.
WITNESSETH:
WHEREAS,
Shen Kun, the Escrowing Parties and the Escrow Agent entered into an Escrow
Agreement dated as of June 2, 2008 (the “Escrow Agreement”), and
WHEREAS,
the parties have agreed to amend certain provisions of the Escrow Agreement,
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 Escrow Agreement.
2. Amendment
to Section 3(a) of the Escrow Agreement.
Section
3(a) of the Escrow Agreement is hereby amended and restated in its entirety
as
of the date hereof to read as follows:
a. Prior
to
any disbursement of the Escrowed Funds, the Escrow Agent shall allocate a
portion of the Escrowed Funds and hold such portion in a separate escrow account
to pay the fees and expenses in connection with investor or public relations
in
the aggregate amount of $500,000 (the “Public
Relations Held-Back Escrowed Portion”)
subject to the terms and conditions of the Investor and Public Relations Escrow
Agreement. Unless otherwise specified herein, the term “Escrowed Funds” shall
include the aggregate amount of the Public Relations Held-Back Escrowed Portion.
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.
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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 Agreement on
the
day and year first above written.
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LOEB
& LOEB LLP
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By:
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/s/
Xxxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxxx X. Xxxxxxxx
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Title:
Partner
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By:
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/s/
Xxxx Xxxxx
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Name:
Xxxx Xxxxx
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Title:
Chief Executive Officer
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SHEN
KUN INTERNATIONAL LIMITED
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By:
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/s/
Xxxx Xxxx
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Name:
Xxxx Xxxx
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Title:
Chief Executive Officer
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VISION
OPPORTUNITY CHINA LP
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
Authorized Signatory
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EXHIBIT
A
PARTIES
TO AGREEMENT
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxx X. Xxxxxxxx, Esq.
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
Shen
Kun International Limited
Xxxx
Xxxx
Road, Xxx Xxx (Shuang Gang) Development Area
Xxxx
Xxx,
People’s Republic of China 300350
Attention:
Xxxx Xxxx
Tel.
No.:
(00-00) 0000-0000
Fax
No.:
(00-00) 0000-0000
Xxxx
Xxxx
Road, Xxx Xxx (Shuang Gang) Development Area
Xxxx
Xxx,
People’s Republic of China 300350
Attention:
Xxxx Xxxx
Tel.
No.:
(00-00) 0000-0000
Fax
No.:
(00-00) 0000-0000
Vision
Opportunity China LP
c/o
Vision Capital Advisors, LLC
00
Xxxx
00xx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000-0000
Attention:
Xxxxxx Xxx
Tel.
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
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