AMENDMENT NO. 1 TO ESCROW AGREEMENT

Contract Categories: Business Finance - Escrow Agreements
EX-10.43 2 a39441exv10w43.htm EXHIBIT 10.43 exv10w43
 

Exhibit 10.43
AMENDMENT NO. 1 TO ESCROW AGREEMENT
     This Amendment No. 1 to Escrow Agreement is made this 10th day of August, 2007, by and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British Virgin Islands corporation (“Jade Capital”), Pearl King Global Limited (“Pearl King”), and Homing Nominees Limited (“Homing”) (collectively Pearl King and Homing are referred to as “Shareholders”) and Louis Taubman, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).
RECITALS
     This Amendment is being entered into in reference to the following facts:
     A. During the period after the execution of the Escrow Agreement dated as of September 28, 2007 (“Escrow Agreement”) and the date hereof, the China State Federal Drug Agency (“SFDA”) had undergone significant changes in administration, including but not limited to, the death by execution of the chairman of the SFDA, none of which changes could have been reasonably anticipated by the parties to the Escrow Agreement at the time of execution thereof.
     B. Both Buyer and Jade Capital have proceeded diligently with the preparation and filing of the SFDA application for approval of DR-70®, but some of the delays were attributable to Buyer.
     C. In fairness to Jade Capital and its stockholders, Buyer has agreed to extend the date for receipt of SFDA approval of DR-70® to March 28, 2008.
     NOW, THEREFORE, it is agreed as follows:
     1. Article 2 of the Escrow Agreement is amended and restated to read in full as follows:
“ARTICLE 2 – THE ESCROW
     The Escrow Holder shall disburse the Escrow Shares in accordance with the following procedures:
     (a) If, before March 28, 2007, Jade Capital and/or the Shareholders shall have demonstrated that People’s Republic of China State Federal Drug Agency or other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory approval for Buyer to sell and distribute DR-70® in the People’s Republic of China without qualification (the “Approval to Market DR-70®”), in form and substance satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital shall instruct.

 

 

     (b) If Jade Capital has not notified Escrow Holder that the SFDA has issued the Approval to Market DR-70® before March 28, 2008, or if Buyer disputes that the purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow Holder to Buyer for cancellation.”
     2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No. 1.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date and year first above written.
                 
“BUYER”   “JADE CAPITAL”    
 
                
AMDL, INC., a Delaware corporation   Jade Capital Group Limited, a British Virgin
Islands corporation
 
                
By: 
/s/ Gary L. Dreher   By:  /s/ Minghui Jia    
 
 
Gary L. Dreher, President 		   
 
Minghui Jia 		   
 
                
Agreed and accepted:   “SHAREHOLDERS”    
 
                
“ESCROW HOLDER”   PEARL KING GLOBAL LIMITED    
 
                
/s/ Louis Taubman   By:  /s/ Minhui Jia    
           
Louis Taubman, Esquire     Minghui Jia, Director    
 
                
        HOMING NOMINEES LIMITED    
 
                
        By: Benefit Capital Limited    
             
 
  By:    /s/ Minhui Jia    
 
     
 
Authorized Officer 		   

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