ESCROW DEPOSIT AGREEMENT
This
ESCROW DEPOSIT AGREEMENT
(this “Agreement”) dated as of this 25th day of
October, 2010, by and among Weikang Bio-Technology Group Company, Inc., a Nevada
corporation (the “Company”), having an address
at Xx. 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxxxxx Xxxxxxxx, The
People’s Republic of China 150020, Xxxxxx Xxxx Securities,
LLC, a California limited liability company (“Placement Agent”), having an
address at 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, and SIGNATURE BANK (the “Escrow Agent”), a New York
State chartered bank, having an office at 000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000. All capitalized terms not herein defined shall
have the meaning ascribed to them in that certain Confidential Private Placement
Memorandum, dated October 25. 2010 as amended or supplemented from time-to-time,
including all attachments, schedules and exhibits thereto (the “Memorandum”).
WITNESSETH:
WHEREAS, pursuant to the terms
of the Memorandum the Company desires to sell (the “Offering”) a minimum of 83,334
Units (“Minimum Amount”) in the amount of $1,000,000 (“Minimum Amount,” each
Unit comprised of (i) four (4) shares of common
stock, par value $.0001 per share (the “Common Stock”), (ii)
a three year warrant to purchase one share of Common Stock at an exercise price
of $4.50 per share, and (iii) a three year warrant to purchase one share of
common stock at an exercise price of $6.00 per share, and a maximum of 416,667
Units in the amount of $5,000,000 (“Maximum Amount”). Each Unit is being sold at
a price of $12.00 per Unit, with a minimum investment of $12,000 (which minimum
investment may be waived by Company); and
WHEREAS, unless the Minimum
Amount is sold by December 31, 2010 (the “Termination Date”) or February 14,
2011 (the “Final Termination Date”) if the Termination Date has been extended by
Company and the Placement Agent, the Offering shall terminate and all funds
shall be returned to the subscribers in the Offering; and
WHEREAS, the Company and
Placement Agent desire to establish an escrow account with the Escrow Agent into
which the Company and Placement Agent shall instruct subscribers introduced to
the Company by Placement Agent (the “Subscribers”) to deposit
checks and other instruments for the payment of money made payable to the order
of “Signature Bank as Escrow Agent for Weikang Bio-Technology Group Company,
Inc.,” and Escrow Agent
is willing to accept said checks and other instruments for the payment of money
in accordance with the terms hereinafter set forth; and
WHEREAS, the Company and
Placement Agent represent and warrant to the Escrow Agent that they have not
stated to any individual or entity that the Escrow Agent’s duties will include
anything other than those duties stated in this Agreement; and
WHEREAS, the Company and Placement Agent
warrant to the Escrow Agent that a copy of each document that has been delivered
to Subscribers and third parties that include Escrow Agent’s name and duties,
has been attached hereto as Schedule
I.
NOW, THEREFORE, IT IS AGREED
as follows:
1. Delivery of Escrow
Funds.
(a)
Placement Agent and the Company shall instruct Subscribers to deliver to Escrow
Agent checks made payable to the order of “Signature Bank, as Escrow Agent for
Weikang Bio-Technology Group Company, Inc.,” or wire transfer to Signature Bank,
000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000, ABA No. 000000000 for credit to Signature Bank, as Escrow
Agent for Weikang Bio-Technology Group Company, Inc., Account No. 1501298510, in
each case, with the name, address and social security number or taxpayer
identification number of the individual or entity making payment. In
the event any Subscriber’s address and/or social security number or taxpayer
identification number are not provided to Escrow Agent by the Subscriber, then
Placement Agent and/or the Company agree to promptly provide Escrow Agent with
such information in writing. The checks or wire transfers shall be
deposited into a non interest-bearing account at Signature Bank entitled
“Signature Bank, as Escrow Agent for Weikang Bio-Technology Group Company, Inc.”
(the “Escrow
Account”).
(b) The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”
(c) The
Escrow Agent shall have no duty or responsibility to enforce the collection or
demand payment of any funds deposited into the Escrow Account. If,
for any reason, any check deposited into the Escrow Account shall be returned
unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return
the check to the Subscriber and advise the Company and Placement Agent promptly
thereof.
2. Release of Escrow
Funds. The Escrow Funds shall be paid by the Escrow Agent in
accordance with the following:
(a) In
the event that the Company and Placement Agent advise the Escrow Agent in
writing that the Offering has been terminated (the “Termination Notice”), the
Escrow Agent shall promptly return the funds paid by each Subscriber to said
Subscriber without interest or offset.
(b) If
prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent
receives written notice, in the form of Exhibit A, attached hereto and made a
part hereof, and signed by the Company and Placement Agent, stating that the
Termination Date has been extended to the Final Termination Date (“Extension
Notice”), then the Termination Date shall be so extended.
2
(c)
Provided that the Escrow Agent does not receive the Termination Notice in
accordance with paragraph 2(a) and there is the Minimum Amount deposited into
the Escrow Account on or prior to later of the Termination Date
or the date stated in the Extension Notice, if any, received by the
Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall,
upon receipt of written instructions, in the form of Exhibit B, attached hereto
and made a part hereof, or in a form and substance satisfactory to the Escrow
Agent, received from the Company and Placement Agent, pay the Escrow Funds in
accordance with such written instructions, such payment or payments to be made
by wire transfer within one (1) Business Day of receipt of such written
instructions. Such instructions must be received by the Escrow Agent
no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to
process such instructions that Business Day.
(d) If
by 3:00 P.M. Eastern time on the later of the Termination Date or the date
stated in the Extension Notice, if any, that the Escrow Agent has received in
accordance with paragraph 2(b) above, the Escrow Agent has not received written
instructions from the Company and Placement Agent regarding the disbursement of
the Escrow Funds or the total amount of the Escrow Funds is less than the
Minimum Amount, then the Escrow Agent shall promptly return the Escrow Funds to
the Subscribers without interest or offset. The Escrow Funds returned
to each Subscriber shall be free and clear of any and all claims of the Escrow
Agent.
(e) The
Escrow Agent shall not be required to pay any uncollected funds or any funds
that are not available for withdrawal.
(f) If
the Termination Date, Final Termination Date or any date that is a deadline
under this Agreement for giving the Escrow Agent notice or instructions or for
the Escrow Agent to take action is not a Business Day, then such date shall be
the Business Day that immediately preceding that date. A Business Day is any day
other than a Saturday, Sunday or a Bank holiday.
3. Acceptance by Escrow
Agent. The Escrow Agent hereby accepts and agrees to perform
its obligations hereunder, provided that:
(a) The
Escrow Agent may act in reliance upon any signature believed by it to be
genuine, and may assume that any person who has been designated by Placement
Agent or the Company to give any written instructions, notice or receipt, or
make any statements in connection with the provisions hereof has been duly
authorized to do so. Escrow Agent shall have no duty to make inquiry
as to the genuineness, accuracy or validity of any statements or instructions or
any signatures on statements or instructions. The names and true
signatures of each individual authorized to act singly on behalf of the Company
and Placement Agent are stated in Schedule II, which is
attached hereto and made a part hereof. The Company and Placement Agent may each
remove or add one or more of its authorized signers stated on Schedule II by
notifying the Escrow Agent of such change in accordance with this Agreement,
which notice shall include the true signature for any new authorized
signatories.
(b) The
Escrow Agent may act relative hereto in reliance upon advice of counsel in
reference to any matter connected herewith. The Escrow Agent shall
not be liable for any mistake of fact or error of judgment or law, or for any
acts or omissions of any kind, unless caused by its willful misconduct or gross
negligence.
3
(c) Placement
Agent and the Company agree to indemnify and hold the Escrow Agent harmless from
and against any and all claims, losses, costs, liabilities, damages, suits,
demands, judgments or expenses (including but not limited to reasonable
attorney’s fees) claimed against or incurred by Escrow Agent arising out of or
related, directly or indirectly, to this Escrow Agreement unless caused by the
Escrow Agent’s gross negligence or willful misconduct
(d) In
the event that the Escrow Agent shall be uncertain as to its duties or rights
hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any
action other than to keep safely the Escrow Funds until it shall be directed
otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds
to a court of competent jurisdiction.
(e) The
Escrow Agent shall have no duty, responsibility or obligation to interpret or
enforce the terms of any agreement other than Escrow Agent’s obligations
hereunder, and the Escrow Agent shall not be required to make a request that any
monies be delivered to the Escrow Account, it being agreed that the sole duties
and responsibilities of the Escrow Agent shall be to the extent not prohibited
by applicable law (i) to accept checks or other instruments for the payment of
money and wire transfers delivered to the Escrow Agent for the Escrow Account
and deposit said checks and wire transfers into the non-interest bearing Escrow
Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as
stated above, provided that the checks received by the Escrow Agent have been
collected and are available for withdrawal.
4. Escrow Account Statements
and Information. The Escrow Agent agrees
to send to the Company and/or the Placement Agent a copy of the Escrow Account
periodic statement, upon request in accordance with the Escrow Agent’s regular
practices for providing account statements to its non-escrow clients and to also
provide the Company and/or Placement Agent, or their designee, upon request
other deposit account information, including Account balances, by telephone or
by computer communication, to the extent practicable. The Company and Placement
Agent agree to complete and sign all forms or agreements required by the Escrow
Agent for that purpose. The Company and Placement Agent each consent
to the Escrow Agent’s release of such Account information to any of the
individuals designated by Company or Placement Agent, which designation has been
signed in accordance with paragraph 3(a) by any of the persons in Schedule
II. Further, the Company and Placement Agent have an option to receive
e-mail notification of incoming and outgoing wire transfers. If this
e-mail notification service is requested and subsequently approved by the Escrow
Agent, the Company and Placement Agent agrees to provide a valid e-mail address
and other information necessary to set-up this service and sign all forms and
agreements required for such service. The Company and Placement Agent
each consent to the Escrow Agent’s release of wire transfer information to the
designated e-mail address(es). The Escrow Agent’s liability for
failure to comply with this section shall not exceed the cost of providing such
information.
4
5. Resignation and Termination
of the Escrow Agent. The Escrow Agent may resign at any time
by giving 30 days’ prior written notice of such resignation to Placement Agent
and the Company. Upon providing such notice, the Escrow Agent shall
have no further obligation hereunder except to hold as depositary the Escrow
Funds that it receives until the end of such 30-day period. In such
event, the Escrow Agent shall not take any action, other than receiving and
depositing Subscribers checks and wire transfers in accordance with this
Agreement, until the Company has designated a banking corporation, trust
company, attorney or other person as successor. Upon receipt of such
written designation signed by Placement Agent and the Company, the Escrow Agent
shall promptly deliver the Escrow Funds to such successor and shall thereafter
have no further obligations hereunder. If such instructions are not
received within 30 days following the effective date of such resignation, then
the Escrow Agent may deposit the Escrow Funds held by it pursuant to this
Agreement with a clerk of a court of competent jurisdiction pending the
appointment of a successor. In either case provided for in this
paragraph, the Escrow Agent shall be relieved of all further obligations and
released from all liability thereafter arising with respect to the Escrow
Funds.
6. Termination. The
Company and Placement Agent may terminate the appointment of the Escrow Agent
hereunder upon written notice specifying the date upon which such termination
shall take effect, which date shall be at least 30 days from the date of such
notice. In the event of such termination, the Company and Placement
Agent shall, within 30 days of such notice, appoint a successor escrow agent and
the Escrow Agent shall, upon receipt of written instructions signed by the
Company and Placement Agent, turn over to such successor escrow agent all of the
Escrow Funds; provided,
however, that if the
Company and Placement Agent fail to appoint a successor escrow agent within such
30-day period, such termination notice shall be null and void and the Escrow
Agent shall continue to be bound by all of the provisions
hereof. Upon receipt of the Escrow Funds, the successor escrow agent
shall become the escrow agent hereunder and shall be bound by all of the
provisions hereof and Signature Bank shall be relieved of all further
obligations and released from all liability thereafter arising with respect to
the Escrow Funds and under this Agreement.
7. Investment. All
funds received by the Escrow Agent shall be invested only in non-interest
bearing bank accounts at Signature Bank.
8. Compensation. Escrow
Agent shall be entitled, for the duties to be performed by it hereunder, to a
fee of $3,500, which fee shall be paid by the Company upon the signing of this
Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent
for all fees, costs and expenses incurred or that become due in connection with
this Agreement or the Escrow Account, including reasonable attorney’s
fees. Neither the modification, cancellation, termination or
rescission of this Agreement nor the resignation or termination of the Escrow
Agent shall affect the right of Escrow Agent to retain the amount of any fee
which has been paid, or to be reimbursed or paid any amount which has been
incurred or becomes due, prior to the effective date of any such modification,
cancellation, termination, resignation or rescission. To the extent
the Escrow Agent has incurred any such expenses, or any such fee becomes due,
prior to any closing, the Escrow Agent shall advise the Company and the Company
shall direct all such amounts to be paid directly at any such
closing.
9. Notices. All
notices, requests, demands and other communications required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
if sent by hand-delivery, by facsimile (followed by first-class mail), by
nationally recognized overnight courier service or by prepaid registered or
certified mail, return receipt requested, to the addresses set forth
below:
5
If to
Placement Agent:
Xxxxxx
Xxxx Securities, LLC
0000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention:
Xxxx X. Xxxxx
Fax:
(000) 000-0000
With a
copy to:
Guzov
Ofsink, LLC
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Fax:
(000) 000-0000
Attention:
Xxxxxx X. Xxxxx, Esq.
If to the
Company:
Weikang
Bio-Technology Group Company, Inc.
Xx. 000
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxxxxxxx
Xxxxxxxx, The People’s Republic of China 150020
Attention:
Xxx Xxxx
Fax: (00)
0000-00000000
With a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
Attn: Xxxx X. Xxxx,
Esq.
6
If to
Escrow Agent:
Signature
Bank
000 Xxxxx
Xxxxxx, 0xx
Xxxxx
Xxx Xxxx,
XX 00000.
Attention: Xxxx X.
Xxxxxxxx
Fax:
000-000-0000
10.
General.
(a) This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York applicable to agreements made and to be entirely
performed within such State, without regard to choice of law principles and any
action brought hereunder shall be brought in the courts of the State of New
York, located in the County of New York. Each party hereto
irrevocably waives any objection on the grounds of venue, forum non-conveniens
or any similar grounds and irrevocably consents to service of process by mail or
in any manner permitted by applicable law and consents to the jurisdiction of
said courts. Each of the parties hereto hereby waives all right to
trial by jury in any action, proceeding or counterclaim arising out of the
transactions contemplated by this Agreement.
(b) This
Agreement sets forth the entire agreement
and understanding of the parties with respect to the matters contained herein
and supersedes all prior agreements, arrangements and understandings relating
thereto.
(c) All
of the terms and conditions of this Agreement shall be binding upon, and inure
to the benefit of and be enforceable by, the parties hereto, as well as their
respective successors and assigns.
(d) This
Agreement may be amended, modified, superseded or canceled, and any of the terms
or conditions hereof may be waived, only by a written instrument executed by
each party hereto or, in the case of a waiver, by the party waiving
compliance. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect its right at a
later time to enforce the same. No waiver of any party of any
condition, or of the breach of any term contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement. No party may assign any rights, duties or obligations
hereunder unless all other parties have given their prior written
consent.
(e) If
any provision included in this Agreement proves to be invalid or unenforceable,
it shall not affect the validity of the remaining provisions.
(f) This
Agreement and any modification or amendment of this Agreement may be executed in
several counterparts or by separate instruments and all of such counterparts and
instruments shall constitute one agreement, binding on all of the parties
hereto.
7
11. Form of Signature.
The parties hereto agree to accept a facsimile transmission copy of their
respective actual signatures as evidence of their actual signatures to this
Agreement and any modification or amendment of this Agreement; provided, however, that each party who
produces a facsimile signature agrees, by the express terms hereof, to place,
promptly after transmission of his or her signature by fax, a true and correct
original copy of his or her signature in overnight mail to the address of the
other party.
8
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first set forth
above.
|
XXXXXX
XXXX SECURITIES, LLC
|
WEIKANG
BIO-TECHNOLOGY GROUP
COMPANY, INC.
|
|||
|
By:
|
/s/ Xxxx X. Xxxxx
|
By:
|
/s/ Xxx Xxxx
|
|
|
Name:
Xxxx X. Xxxxx
|
Name:
Xxx Xxxx
|
|||
|
Title: President
|
Title:
Chief Executive Officer
|
|||
|
SIGNATURE
BANK
|
||||
|
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||
|
Name:
Xxxxxxx Xxxxxxxx
|
||||
|
Title:
Associate Group Director VP
|
||||
|
By:
|
/s/ Xxxx X. Xxxxxxxx
|
|||
|
Name:
Xxxx X. Xxxxxxxx
|
||||
|
Title:
Group Director/ SVP
|
||||
9
Schedule
I
OFFERING
DOCUMENTS
10
Schedule
II
The
Escrow Agent is authorized to accept instructions signed or believed by the
Escrow Agent to be signed by any one of the following on behalf of the Company
and Placement Agent.
WEIKANG
BIO-TECHNOLOGY GROUP COMPANY, INC.
|
Name
|
True Signature
|
|
|
Xxx Xxxx
|
|
/s/ Xxx
Xxxx
|
XXXXXX
XXXX SECURITIES, LLC
|
Name
|
True Signature
|
|
|
Xxxx X. Xxxxx
|
/s/ Xxxx X. Xxxxx
|
|
|
Xxxxxx Xxxxxxx
|
|
/s/ Xxxxxx
Xxxxxxx
|
11
Exhibit
A
Extension
Notice
Date:
__________________
Signature
Bank
000 Xxxxx
Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx,
XX 00000.
Attention:
Xxxx X. Xxxxxxxx
Dear
_________:
In accordance with the terms of
paragraph 2(b) of an Escrow Deposit Agreement dated October __ 2010, by and
among Weikang Bio-Technology Group Company, Inc. (the “Company”), Xxxxxx Xxxx
Securities, LLC (“Placement Agent”), and Signature Bank (the “Escrow Agent”),
the Company and Placement Agent hereby notifies the Escrow Agent that the
Termination Date has been extended to __________ __, 2010, the Final
Termination Date.
Very
truly yours,
|
Weikang
Bio-Technology Group Company, Inc.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Xxxxxx
Xxxx Securities, LLC
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
12
Exhibit
B
FORM OF ESCROW RELEASE
NOTICE
Date:
Signature
Bank
000 Xxxxx
Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx,
XX 00000.
Attention:
Xxxx X. Xxxxxxxx
Dear
_________:
In
accordance with the terms of paragraph 2(c) of an Escrow Deposit Agreement dated
as of October __, , 2010 (the "Escrow Agreement"), by and between Weikang
Bio-Technology Group Company, Inc. (the "Company"), Signature Bank (the "Escrow
Agent") and Xxxxxx Xxxx Securities, LLC ("Placement Agent"), the Company and
Placement Agent hereby notify the Escrow Agent that the ________ closing will be
held on ___________ for gross proceeds of $_________.
PLEASE
DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions
attached):
|
:
|
$
|
||
|
:
|
$
|
||
|
:
|
|
$
|
Very
truly yours,
|
Weikang
Bio-Technology Group Company, Inc.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Xxxxxx
Xxxx Securities, LLC
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
13
AMENDMENT
TO
THIS
AMENDMENT dated as of November 24, 2010 (“Amendment”), is by and among Weikang
Bio-Technology Group Company, Inc., a Nevada corporation (the “Company”), having an address
at Xx. 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxxxxx Xxxxxxxx, The
People’s Republic of China 150020, Xxxxxx Xxxx Securities,
LLC, a California limited liability company (“Placement Agent”), having an
address at 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, and SIGNATURE BANK (the “Escrow Agent”), a New York
State chartered bank, having an office at 000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000, and amends the Escrow Deposit Agreement dated October 25,
2010 by and among the Company, Placement Agent and Escrow Agent (“Agreement”).
All capitalized terms not herein defined shall have the meaning ascribed to them
in the Agreement.
WITNESSETH
WHEREAS,
the Company and Placement Agent desire to make certain changes to the Offering,
including the offering price of the Offering and the duration of the option to
extend the Offering period, and have revised the Offering Memorandum (“Revised PPM”) to include the
changes to the Offering and certain other matters; and
WHEREAS,
the Company and Placement Agent will provide all Subscribers to the Offering
with the Revised PPM and require any Subscribers who have invested in the
Offering without first receiving the Revised PPM to reconfirm his, her or its
participation in the Offering or withdraw from the Offering.
WHEREAS,
the Company and Placement Agent wish to amend the Agreement to reflect the
revised terms of the Offering.
NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
1. Definitions. Unless
otherwise specified herein, each term used herein that is defined in the Escrow
Agreement shall have the meaning assigned to such term in the
Agreement.
2. paragraph 2 of page 1 of the
Agreement is revised to the following:
WHEREAS, pursuant to the terms
of the Memorandum the Company desires to sell (the “Offering”) a minimum of
104,167 Units (“Minimum Amount”) in the amount of $1,000,000 (“Minimum Amount,”
each Unit comprised of (i) four (4) shares of common
stock, par value $.0001 per share (the “Common Stock”), (ii)
a three year warrant to purchase one share of Common Stock at an exercise price
of $3.60 per share, and (iii) a three year warrant to purchase one share of
common stock at an exercise price of $4.80 per share, and a maximum of 520,834
Units in the amount of $5,000,000 (“Maximum Amount”). Each Unit is being sold at
a price of $9.60 per Unit, with a minimum investment of $9,600 (which minimum
investment may be waived by Company); and
14
3. paragraph 3 of page 1 of the
Agreement is revised to the following:
WHEREAS, unless the Minimum
Amount is sold by December 31, 2010 (the “Termination Date”) or March 1, 2011
(the “Final Termination Date”) if the Termination Date has been extended by
Company and the Placement Agent, the Offering shall terminate and all funds
shall be returned to the subscribers in the Offering; and
4. Except as expressly amended by this
Amendment, the provisions of the Escrow Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.
|
XXXXXX
XXXX SECURITIES, LLC
|
WEIKANG
BIO-TECHNOLOGY GROUP
COMPANY, INC.
|
|||
|
By:
|
/s/ Xxxx X. Xxxxx
|
By:
|
/s/ Xxx Xxxx
|
|
|
Name:
Xxxx X. Xxxxx
|
Name:
Xxx Xxxx
|
|||
|
Title: President
|
Title:
Chief Executive Officer
|
|||
|
SIGNATURE
BANK
|
||||
|
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||
|
Name:
Xxxxxxx Xxxxxxxx
|
||||
|
Title:
Associate Group Director VP
|
||||
|
By:
|
/s/ Xxxx X. Xxxxxxxx
|
|||
|
Name:
Xxxx X. Xxxxxxxx
|
||||
|
Title:
Group Director/ SVP
|
||||
15
