AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT
Exhibit
2.1(b)
AMENDMENT
NO. 2 TO THE
THIS
AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
the
August 28, 2006 (this "Amendment"), is by and among SRKP 8, Inc. a Delaware
corporation (the "Company"); Lan’s Int’l Medicine Investment Co., Limited, a
Hong Kong corporation (the "Seller"); and Kunming Shenghuo Pharmaceutical
(Group) Co., Ltd., a company formed under the laws of the People's Republic
of
China ("Kunming"). The Company, the Seller and Kunming are collectively referred
to herein as the "Parties". Terms not defined in this Amendment shall have
such
meanings as set forth in the Agreement (as defined below).
W
I T N E
S S E T H:
WHEREAS,
the Parties entered into that certain Share Exchange Agreement dated as of
June
30, 2006, as amended on August 11, 2006 (the “Agreement”);
WHEREAS,
the Parties desire to amend the Agreement by entering into this Amendment;
WHEREAS,
the Company desires to acquire from Seller, and Seller desires to sell to
the
Company, the Kunming Shares in exchange (the “Exchange”) for the issuance by the
Company of an aggregate of 16,255,400 shares (the “Company Shares”) of Company
Common Stock to the Seller and/or its designees on the terms and conditions
set
forth the Agreement, as amended by this Amendment;
WHEREAS,
after giving effect to the Exchange, the share cancellation, and Equity
Financing, there will be approximately 18,919,400 shares of Company Common
Stock
issued and outstanding;
WHEREAS,
Section 11.5 of the Agreement permits the parties to amend the Agreement
only by
a written instrument executed by the Parties.
NOW,
THEREFORE, for good and valuable consideration and in consideration of the
respective representations, warranties, covenants and agreements set forth
in
the Agreement, the parties hereby agree to amend the Agreement as
follows:
A
G R E E
M E N T:
1. Section
1.2 of the Agreement is hereby amended and restated as follows:
1.2 Time
and Place of Closing.
The
closing of the transactions contemplated hereby (the “Closing”) shall take place
at the offices of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP on or before
September 1, 2006 (the “Closing Date”) at 6:00 p.m. Pacific Time, or at such
place and time as mutually agreed upon by the parties hereto.
2. Section
2.5 of the Agreement is hereby amended and restated as follows:
2.5 Assets
and Liabilities.
As of
the Closing, the Company shall have no more than $15,000 in liabilities.
Except
for the foregoing or as set forth on the Financial Statements, the Company
does
not have any (a) assets of any kind or (b) liabilities or obligations, whether
secured or unsecured, accrued, determined, absolute or contingent, asserted
or
unasserted or otherwise.
3. A
new
subparagraph (k) is hereby added to Section 6.1. “Items to be delivered to the
Seller prior to or at Closing by the Company” as follows:
(k) evidence
of satisfaction and payment of those Company liabilities, if any, in excess
of
$15,000 as of the Closing as referenced in Section 7.2(c) herein;
4. A
new
subparagraph (f) is hereby added to Section 6.2. “Items to be delivered to the
Company prior to or at Closing by Kunming and the Seller” as
follows:
(f) payment
of all liabilities of the Company of up to $15,000 directly out of the proceeds
of the Equity Financing to the appropriate creditors of the company which
shall
include indebtedness owed to Company shareholders and fees owing to Company
lawyers, accountants and similar parties; and
5. A
new
subparagraph (c) is hereby added to Section 7.2. “Conditions to Obligations of
Seller” as follows:
(c) To
the
extent that the liabilities of the company exceed $15,000 as of the Closing,
the
Company shareholders shall have satisfied and paid such excess liabilities
in
full.
6. A
new
subparagraph (c) is hereby added to Section 7.3. “Conditions to Obligations of
the Company” as follows:
(c) All
liabilities of the Company up to $15,000 shall be paid directly out of the
proceeds of the Equity Financing to the appropriate creditors, which shall
include indebtedness owed to the Company shareholders and fees owing to lawyers,
accountants and similar parties.
7. Except
as
amended herein, the Agreement shall remain in full force and
effect.
8. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
This Amendment may be executed and delivered by facsimile.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment to
the
Share Exchange Agreement as of the date first set forth above.
| SRKP 8, INC. | ||
| |
|
|
| By: | /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
||
| Title: President | ||
|
KUNMING
SHENGHUO PHARMACEUTICAL
(GROUP)
CO., LTD.
|
||
| |
|
|
| By: | /s/ Lan Gui Hua | |
|
Name: Lan Gui Hua |
||
| Title: Chairman and Director | ||
|
LAN’S
INT’L MEDICINE INVESTMENT CO.,
LIMITED
|
||
| |
|
|
| By: | /s/ Lan Gui Hua | |
|
Name: Lan Gui Hua |
||
| Title: President | ||