Third Amendment to Share Exchange Agreement
EXHIBIT
2.5
Third
Amendment to Share Exchange Agreement
WHEREAS,
the undersigned are parties to that certain Share Exchange Agreement entered
into on September 20, 2005, as amended on September 22, 2005 and October
14,
2005 (collectively referred to herein as the “Share Exchange Agreement”) entered
into by and among the shareholders of Skystar Bio-Pharmaceutical Company,
a
Cayman Island Company (“Skystar”), listed on Schedule I attached thereto (each,
a “Skystar Shareholder,” collectively, the “Skystar Shareholders”), on the one
hand; and The Cyber Group Network Corporation, a publicly traded Nevada
corporation (OTCBB: CGPN.OB) (“CGPN”), R. Xxxxx Xxxxxx, an individual, Xxxxx
Xxxx, an individual, Xxxxx Xxxxxxx, an individual (all hereinafter referred
to
collectively as the “CGPN Shareholders”) on the other hand.
WHEREAS,
the parties wish to amend the Share Exchange Agreement as set forth
herein.
NOW
THEREFORE
in
consideration of valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each of the undersigned hereby agrees as
follows:
1. Limitation
on Indemnification for Contingent Claim.
Notwithstanding anything to the contrary in the Share Exchange Agreement,
Skystar will hold CGPN Shareholders harmless for any payment of up to US$50,000
made by CGPN in connection with the settlement of any claims (“Claims”) and up
to US$10,000 in attorney’s fees incurred in defense of any such Claims. Any
amount paid by CGPN in excess of US$50,000 plus US$10,000 in attorney’s fees
incurred in connection with the Claims shall be the responsibility of the
CGPN
Shareholders and shall be paid in cash within 30 days after written notification
is delivered to CGPN Shareholders. All other provisions of the Share Exchange
Agreement shall remain the same.
2. Waiver
of Cancellation of Preferred Shares.
Skystar
and Skystar Shareholders hereby waive the closing condition set forth in
Section
7.1(g).
IN
WITNESS WHEREOF, the parties have caused this Third Amendment to Shares Exchange
Agreement to be duly executed as of November 6, 2005.
| Skystar Bio-Pharmaceutical Company | ||
| |
|
|
| By: | /s/ Wei Bing Xx | |
|
Xxx Xxxx Xx |
||
| Chairman | ||
| Clever Mind International Limited | ||
| |
|
|
| By: | /s/ Xxx Xxx | |
|
Xxx Xxx |
||
| Chairman | ||
| /s/ Yuan Tai Xxxx | ||
|
Xxxx Xxx Xxxx |
||
| /s/ Yuan Xue Xxxx | ||
|
Xxxx Xxx Xxxx |
||
| /s/ Xxxxxx Xxx | ||
|
Xxxxxx Xxx |
||
| The Cyber Group Network Corporation | ||
| |
|
|
| By: | /s/ R. Xxxxx Xxxxxx | |
|
R. Xxxxx Xxxxxx |
||
| Chief Executive Officer | ||
| /s/ Xxxxx Xxxx | ||
|
Xxxxx Xxxx, President |
||
| /s/ Xxxxx Xxxxxxx | ||
|
Xxxxx Xxxxxxx |
||
