DONGYING PHARMACEUTICAL CO, LIMITED c/o 1225 Prince’s Building Hong Kong
DONGYING
PHARMACEUTICAL CO, LIMITED
c/o
1225
Prince’s Xxxxxxxx
00
Xxxxxxx Xxxx, Xxxxxxx
Xxxx
Xxxx
July
31,
2008
XXXXXXX
XXXX
Room
902
Xx. 0
Xxxx
000
Xxx Xxxx Xxxx
Xxxxxxxx,
Xxxxx
200333
And
to:
(formerly
Buzz Media, Ltd.)
0000
X.
Xxxxxxxxxx Xxxx., Xxxxx 00
Xxx
Xxxxx, XX 00000
Dear
Sir:
| Re: |
AGREEMENT
TO CANCEL 59,000,500 SHARES OF COMMON STOCK OF SINOBIOPHARMA, INC.
(THE
“COMPANY”) REGISTERED IN THE NAME OF XXXXXXX XXXX UPON COMPLETION OF THE
ACQUISITION BY THE COMPANY OF 100% OF THE ISSUED AND OUTSTANDING
SHARES OF
DONGYING
PHARMACEUTICAL CO, LIMITED (“DONGYING BVI”)
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Subject
to and in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set forth the basic
understanding, terms and conditions relating to the cancellation of 59,000,500
of the 62,500,500 shares of common stock of the Company registered in the name
of Xxxxxxx Xxxx upon completion of the share exchange agreement between the
Company, Dongying BVI and all the shareholders of Dongying BVI (the “Share
Exchange Agreement”), whereby the Company will acquire 100% of the issued and
outstanding shares of Dongying BVI. Such cancellation by Xxxxxxx Xxxx is to:
(i)
encourage the shareholders of Dongying BVI to enter into the Share Exchange
Agreement; (ii) allow Dr. Le-xxx Xxx Xxxxx to be the largest shareholder in
the
Company; and (iii) encourage equity investment into the Company.
1. Cancellation
of shares.
Mr.
Xxxxxxx Xxxx hereby agrees that within ten (10) days after the closing of the
Share Exchange Agreement, whereby the Company will acquire 100%
of
the issued and outstanding shares of Dongying BVI, Xx. Xxxx will voluntarily
surrender for cancellation and return to the Company’s treasury 59,000,500 of
the 62,500,500 shares of common stock of the Company registered in Xx. Xxxx’x
name. In addition, Xx. Xxxx hereby agrees to provide the Company with an
irrevocable stock power of attorney which will set out the transfer of
59,000,500 shares of the Company’s common stock from the 62,500,500 shares
registered in Xx. Xxxx’x name on share certificate #286 to the Company, which
Xx. Xxxx will have medallion stamped by a brokerage house or have his signature
guaranteed by a bank or notary public that is acceptable to the Company and
it’s
transfer agent. A copy of the irrevocable stock power of attorney is attached
hereto as Schedule “A”.
2. Execution
in Counterparts.
This
Agreement may be executed in original or counterpart form, delivered by
facsimile or otherwise, and when executed by the parties as aforesaid, shall
be
deemed to constitute one agreement and shall take effect as
such.
3. Governing
Law.
The
situs of this Agreement is Vancouver, British Columbia, and for all purposes
this Agreement will be governed exclusively by and construed and enforced in
accordance with the laws and Courts prevailing in the Province of British
Columbia.
Yours
very truly,
DONGYING
PHARMACEUTICAL CO, LIMITED
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Per:
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/s/
Le-xxx Xxx Xxxxx
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Le-xxx
Xxx Xxxxx, Director
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If
Mr.
Xxxxxxx Xxxx wishes to accept the terms and conditions set forth above, please
execute this Agreement and fax or scan and e-mail a copy of the executed
Agreement to Xxxxxx Xxxxxx, Attention: Xxxxxxx Xxxxxxx at (000) 000-0000 as
well
as return an originally signed copy to Xxxxxx Xxxxxx at 2550 - 000 X. Xxxxxxxx
Xx., Xxxxxxxxx, XX, Xxxxxx X0X 0X0. Upon such execution and return via fax
or
scan and e-mail, this Agreement shall constitute a binding agreement upon the
parties.
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/s/
Xxxxxxx Xxxx
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Dated:
August 19, 2008
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Xxxxxxx
Xxxx, shareholder of
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Schedule
“A”
IRREVOCABLE
POWER OF ATTORNEY TO TRANSFER SHARES
KNOWN
ALL MEN BY THESE PRESENTS, that
XXXXXXX
XXXX
For
No Value Received
does
hereby gift unto
Fifty-Nine
Million Five Hundred (59,000,500) shares
of
common stock of Sinobiopharma,
Inc. standing
in name of the undersigned on the share register of Sinobiopharma,
Inc. represented
by Certificate
No. 286
herewith
AND
the
undersigned does hereby constitute and appoint Sinobiopharma,
Inc. as
his
true and lawful attorney, IRREVOCABLY,
for him
and in his name and xxxxx to gift the said stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof, and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that his said Attorney or its/his substitute or substitutes
shall
lawfully do by virtue hereof.
IN
WITNESS WHEREOF,
the
undersigned have hereunto set her hand and seal at effective as of the ___
day
of August, 2008.
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SIGNED
and DELIVERED by
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XXXXXXX
XXXX in the presence
of:
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Witness
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XXXXXXX
XXXX
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Address
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The
signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions)
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