DONGYING PHARMACEUTICAL CO, LIMITED c/o 1225 Prince’s Building Hong Kong
DONGYING
PHARMACEUTICAL CO, LIMITED
c/o
1225
Prince’s ▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇
September
5, 2008
▇▇▇▇▇▇▇
▇▇▇▇
Room
902
▇▇. ▇
▇▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇
200333
And
to:
(formerly
Buzz Media Ltd.)
▇▇▇▇
▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear
Sir:
|
Re:
|
AMENDED
AGREEMENT TO CANCEL 60,100,500 SHARES OF COMMON STOCK OF SINOBIOPHARMA,
INC. (THE “COMPANY”) REGISTERED IN THE NAME OF ▇▇▇▇▇▇▇ ▇▇▇▇ UPON
COMPLETION OF THE ACQUISITION BY THE COMPANY OF 100% OF THE ISSUED
AND
OUTSTANDING SHARES OF DONGYING PHARMACEUTICAL CO, LIMITED (“DONGYING
BVI”)
|
Subject
to and in accordance with the terms and conditions contained herein, this
binding amended letter agreement (the “Agreement”) will set forth the basic
understanding, terms and conditions relating to the cancellation of 60,100,500
of the 62,500,500 shares of common stock of the Company registered in the name
of ▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇ is to:
(i)
encourage the shareholders of Dongying BVI to enter into the Share Exchange
Agreement; (ii) allow Dr. Le-▇▇▇ ▇▇▇ ▇▇▇▇▇ to be the largest shareholder in
the
Company; and (iii) encourage equity investment into the Company.
1. Cancellation
of shares.
Mr.
▇▇▇▇▇▇▇ ▇▇▇▇ 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, ▇▇. ▇▇▇▇ will voluntarily
surrender for cancellation and return to the Company’s treasury 60,100,500 of
the 62,500,500 shares of common stock of the Company registered in ▇▇. ▇▇▇▇’▇
name. In addition, ▇▇. ▇▇▇▇ hereby agrees to provide the Company with an
irrevocable stock power of attorney which will set out the transfer of
60,100,500 shares of the Company’s common stock from the 62,500,500 shares
registered in ▇▇. ▇▇▇▇’▇ name on share certificate #286 to the Company, which
▇▇. ▇▇▇▇ 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
|
Per:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
|
Le-▇▇▇
▇▇▇ ▇▇▇▇▇, Director
|
If
Mr.
▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ as
well
as return an originally signed copy to ▇▇▇▇▇▇ ▇▇▇▇▇▇ at 2550 - ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. Upon such execution and return via fax
or
scan and e-mail, this Agreement shall constitute a binding agreement upon the
parties.
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇
|
Dated:
September 8, 2008
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇, shareholder of
|
||
-
2 -
Schedule
“A”
IRREVOCABLE
POWER OF ATTORNEY TO TRANSFER SHARES
KNOWN
ALL MEN BY THESE PRESENTS, that ▇▇▇▇▇▇▇
▇▇▇▇
For
No Value Received
does
hereby gift unto
Sixty
Million One Hundred Thousand Five Hundred (60,100,500) 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 ▇▇▇▇▇ 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 September, 2008.
|
)
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇ IN THE PRESENCE OF:
|
)
|
|
|
)
|
||
|
)
|
||
|
Witness
|
)
|
▇▇▇▇▇▇▇
▇▇▇▇
|
|
)
|
||
|
)
|
||
|
Address
|
)
|
|
|
)
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
)
|
The
signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions)
-
3 -