SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
SECOND
AMENDMENT TO
This
Second Amendment to Securities Purchase Agreement, dated as of July 31, 2008
(this “Agreement”), is entered into by and among Southern Sauce Company, Inc., a
Florida corporation (the “Company”), Long Sunny Limited, a British Virgin
Islands company (“Long Sunny”) and Vision Opportunity China LP, a closed-ended
investment company incorporated in Guernsey (“Vision”).
WITNESSETH:
WHEREAS,
the Company, Long Sunny and Vision entered into a Securities Purchase Agreement
dated as of June 10, 2008 (the “Purchase Agreement”), and
WHEREAS,
Section 3.25 of the Purchase 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 Purchase Agreement.
2. Amendment
to Section 3.25 of the Purchase Agreement.
Section
3.25 of the Purchase Agreement is hereby amended and restated in its entirety
as
of the date hereof to read as follows:
Section
3.25 Exchange
Listing.
The
Company shall list and trade its shares of Common Stock on the Nasdaq Capital
Market or the Nasdaq Global Market or any successor market thereto
(collectively, “Nasdaq”),
or
the American Stock Exchange or any successor market thereto (together with
Nasdaq, each a “National
Stock Exchange”)
at the
earliest possible time and shall take all commercially reasonable actions to
fulfill the said requirement by no later than the date which is eighteen months
after the First Closing Date. In the event the shares of Common Stock are not
listed and trading on a National Stock Exchange by the date which is eighteen
months from the First Closing Date and Vision believes, using reasonable
judgment, that commercially reasonable actions have not been taken to meet
such
requirement, the stockholder of the Company as listed on Schedule
3.25
(the
“Principal
Stockholder”)
shall
transfer 750,000 shares of Common Stock held by such Principal Stockholder
(the
“Listing
Penalty Shares”)
to
Vision. In the event the Principal Stockholder fails to transfer the Listing
Penalty Shares by the date which is nineteen months after the First Closing
Date, Vision may elect, at Vision’s sole discretion and upon notice to the
Company, Escrow Agent and Principal Stockholder (each as defined in the
Securities Escrow Agreement), to receive a portion of the Escrow Shares (as
defined in the Securities Escrow Agreement) in such amount as set forth in
the
preceding sentence. In the event that Vision elects to receive shares of Common
Stock from the Escrow Shares pursuant to the foregoing and if the Escrow Shares
then remaining are insufficient to satisfy the Principal Stockholder’s
obligations under Sections 1.3 and 1.4 of the Securities Escrow Agreement,
the
Principal Stockholder shall deliver to the Escrow Agent additional shares of
Common Stock it owns in the amounts released to Vision within five (5) days
of
the release of such shares from escrow. Notwithstanding the foregoing to the
contrary, the Principal Stockholder shall not be required to transfer such
Listing Penalty Shares pursuant to this Section 3.25 if the Company has taken
commercially reasonable actions to list and trade its Common Stock on a National
Stock Exchange.
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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 Second Amendment
to Securities Purchase Agreement on the day and year first above
written.
By:
/s/
Wang Chen________________
Name:
Xxxx Xxxx
Title:
Chief Executive Officer
LONG
SUNNY LIMITED
By:
/s/
Wang Chen________________
Name:
Xxxx Xxxx
Title:
Chief Executive Officer
VISION
OPPORTUNITY CHINA LP
By:
/s/
Xxxx Benowitz_____________
Name:
Xxxx Xxxxxxxx
Title:
Authorized Signatory
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