Letter Of Agreement

Letter of Agreement

by Tianli Agritech
December 30th, 2015
 

 
Party A:  Aoxin Tianli Group, Inc.
 
         Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd
 
Party B:  Li-Na Deng   Hai Liu
 
Party C:  Wuhan Optical Valley Orange Technology Co., Ltd.
 
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