Supplemental Agreementto the Three Parties Fund Escrow Agreement
Supplemental Agreement to the Three Parties Fund Escrow Agreement
Party A: Yantai Shencaojishi Pharmaceuticals Co., Ltd.
Address: No.9 Tianzheng Road, Laishan District, Yantai City, Shandong Province
Legal Representative: Qu Hongwei
Party B: Rural Credit Cooperative of Laishan District, Yantai City
Address: No. 27 Yinhai Road, Laishan District, Yantai City, Shandong Province
Legal Representative: Wang Yingcheng
Party C: EURO PACIFIC CAPITAL, INC.
Address: 1201 Dove Street, Ste. 200, Newport Beach, California 92660, USA
Legal Representative: Gordon McBean
Whereas,
| (1) | Party A, Party B and Party C entered into the Three Parties Fund Escrow Agreement on May 8, 2012 (“Original Agreement”), according to which, Party A and Party C jointly authorized Party B to safekeep the Fund in the Escrow Account; and |
| (2) | Party A opened the Escrow Account with the Escrow Bank, Rural Credit Cooperative of Binhai, Laishan District, Yantai City (the “Escrow Bank”), which is a subsidiary of Party B, and deposited the Fund equal to RMB 59,000,000 into the Escrow Account. |
Parties A, Party B and Party C, on the basis of mutual benefit, and upon consultation, unanimously agree to enter into this supplemental agreement on May 9 , 2012 (this “Agreement”), as the amendments and supplemental agreements to the Original Agreement.
| 1. | Paragraph 1 of Article 4 in the Original Agreement shall be revised to read asfollows: |
| Party A opened the Escrow Account with the Escrow Bank which is a subsidiary of Party B, and deposited the Fund equal to RMB 59,000,000 into the Escrow Account. No party to this Agreement may withdraw any portion of the Fund from the Escrow Account, without the prior written approval of both Party A and Party C. |
Information of the Escrow Account:
Account Name: Yantai Shencaojishi Pharmaceuticals Co., Ltd.
Depositary Bank: Rural Credit Cooperative of Binhai, Laishan District, Yantai City
Account Number: [ ]
| 2. | Party A and Party C hereby jointly provided Party B with a Authorization Notice of the Transfer Instruction (see the Exhibit), which includes the list of the names of the designated representatives authorized to send the Transfer Instruction, the power and the responsibilities of each authorized representative, and the samples of seals and signatures specimens of the authorized representatives. The written notice shall be affixed with Party A’s company seal and signed by Party A’s legal representative or authorized representative, and it shall also be signed by Party C’s legal representative or authorized representative. Party B shall issue a receipt after receiving the foregoing notice. The notice will become into effect after Party A and Party C receive Party B’s receipts and confirm the receipt in writing. |
| 3. | Unless otherwise agreed, the definitions hereunder shall remain the same as stipulated under the Original Agreement. |
| 4. | This Agreement is part of the Original Agreement, which has the same effect with the Original Agreement. If there is any inconsistency between this Agreement and the Original Agreement, this Agreement shall prevail. Except the amendments hereunder, other terms and conditions under the Original Agreement shall remain valid and effective. |
| 5. | Party B warrants, represents and agrees that Party B has and will take all necessary actions to cause its subsidiary and the Escrow Bankto honor and abide by the terms of this Agreement and the Original Agreement as if the Escrow Bank had signed this Agreement and the Original Agreement as Party B. Accordingly, Party B and the Escrow Bank will be liable to Party A and Party C for any breach, liability, and/or damages caused by Party B or the Escrow Bank relating to this Agreement and Original Agreement. |
| 6. | This Agreement shall become effective after (i) Party A’s legal reprehensive or authorized representative of signs it and affixes with its corporate seal, (ii) Party B’s legal representative or authorized representative signs it and affixes with its corporate seal; and (iii) Party C’s legal representative or authorized representative signs it. |
| 7. | This Agreement shall be executed in six (6) counterparts, with each party holding two (2) counterparts. Each counterpart shall have the same effect. |
(signature page below)
Party A: Yantai Shencaojishi Pharmaceuticals Co., Ltd.
Legal Representative: Qu Hongwei
Date:
Party B: Rural Credit Cooperative of Laishan District, Yantai City
Legal Representative: Wang Yingcheng
Date:
Party C: EURO PACIFIC CAPITAL, INC.
Legal Representative: Gordon McBean
Date:
Exhibit
Authorization Notice of the Transfer Instruction
Rural Credit Cooperative of Binhai, Laishan District, Yantai City:
Without receiving and confirming the written instruction jointly made by the authorized representatives of Yantai Shencaojishi Pharmaceuticals Co., Ltd. (“Party A”) and Euro Pacific Capital, Inc. (“Party C”), Rural Credit Cooperative of Binhai, Laishan District, Yantai City (“Escrow Bank”) shall not dispose of any of the funds in the escrow account.
From the opening date of the escrow account (account number: ---) to the termination date of this account, unless any amendments are made by any legal and effective authorization documents, the following persons are authorized to make the Transfer Instruction within their authorization scope stipulated below:
1. Authorized Persons and Authorization Scope
| (1) | The authorized persons to handle the Transfer Instruction: |
Party A: _____
Party C: _____
| (2) | The authorized persons to verify the Transfer Instruction: |
Party A: _____
Party C: _____
| (3) | The Accountant in-charge to verify the Transfer Instruction: |
Party A: _____
Party C: _____
2. The specimens of the authorized signatories to the Transfer Instruction:
| (signature) | (signature) | |
| [Person from Party A] | [Person from Party C] |
3. The reserved seal sample of authorized person of Transfer Instruction:
(Company Chop)
Legal Representative (Authorized Representative):
(Date)
