FIRST AMENDMENT TO SECURITIES ESCROW AGREEMENT

 

 

 

This First Amendment to Securities Escrow Agreement dated as of July 31, 2008 (this “Agreement”), is entered into by and among Southern Sauce Company, Inc., a Florida corporation (the “Company”), Li Shaoqing (“Principal Stockholder”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey (“Vision”), and Loeb & Loeb, LLP, as escrow agent.

 

 

WHEREAS, the Company, Vision, Principal Stockholder and Loeb & Loeb LLP, as escrow agent, entered into a Securities Escrow Agreement dated as of June 10, 2008 (the “Securities Escrow Agreement”), and

 

WHEREAS, Section 1.5 of the Securities Escrow 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 Securities Escrow Agreement.

 

2.  Amendment to Section 1.5 of the Securities Escrow Agreement. Section 1.5 of the Securities Escrow Agreement is hereby amended and restated in its entirety as of the date hereof to read as follows:

 

1.5 If the Company fails to timely comply with its obligations set forth in Section 3.25 of the Purchase Agreement (the “Listing Obligation”), then 750,000 shares of Common Stock collectively owned by the Principal Stockholder (the “Penalty Shares”) shall be distributed to Vision as set forth in Section 3.25 of the Purchase Agreement. Within five (5) business days after the release of the Penalty Shares to Vision, the Principal Stockholder shall deposit into the escrow account maintained by the Escrow Agent stock certificates evidencing an aggregate of 750,000 shares of Common Stock.

 

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.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment to Securities Escrow Agreement on the day and year first above written.

 

 

By:  /s/ Wang Chen   

Name: Wang Chen

Title: Chief Executive Officer

 

 

By:  /s/ Adam Benowitz  

Name: Adam Benowitz

Title: Authorized Signatory

 

 

 

 

By:  /s/ Mitchell S. Nussbaum  

Name: Mitchell S. Nussbaum

Title: Partner

 

By:  /s/ Li Shaoqing  

Name: Li Shaoqing