Letter of Agreement

---

 

 

 

 

 

WHEREAS, Party A holds 95% equity interest in Party C; Party B is the original shareholder and management of Party C and holds 403,000 common shares of Party A after Party A acquired Party C in August, 2014. The 403,000 shares were deposited into escrow (the “Earn-out Shares”) to be held for disbursement to Party B upon Party C achieving certain Target Net Income in each of the fiscal years ending December 31, 2014, 2015 and 2016.

 

WHEREAS, Party A intends to sell its 95% equity interest in Party C to Party B and other third parties;

 

THEREFORE, in consideration of the foregoing premises and the friendly negotiations between Party A and B, the following agreement is entered:

 

1.

If Party A sells the above-mentioned equity interest successfully, the previous Escrow Agreement executed between Party A and Party B will be cancelled automatically and the 403,000 shares of Party A will be delivered to Party B. However, the Earn-out shares can’t be released until the end of March 2017 as previously promised in the Stock Purchase Agreement;

 

2.

If Party A doesn’t sell the above-mentioned equity interest successfully, the previous Escrow Agreement will continue to be effective.

 

Party A:  Aoxin Tianli Group, Inc.

 

        Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd (seal)

 

Legal person or authorized representative: Hanying Li (signature)

 

Party B:  Li-Na Deng   Hai Liu   (signature)

 

 

December 25, 2015