Exhibit 10.3
WAIVER AND
RELEASE
THIS RELEASE AND WAIVER, dated as of May 28,
2009 (the “ Release ”), is hereby executed by
the investor whose name appears on the signature page hereto (the
“ Releasor ”) in favor of SkyPeople Fruit Juice
Inc., a Florida corporation, (the “ Company
”).
WHEREAS, on February 25, 2008, the Company entered into a
Series B Convertible Preferred Stock Purchase Agreement (the
“ Stock Purchase Agreement ”) with the Releasor
and one other investor (collectively, the “
Investors ”) pursuant to which the Company issued to
the Investors (i) 2,833,333 shares of a newly designated Series B
Convertible Preferred Stock of the Company, par value $0.001 per
share (“ Series B Stock ”) and (ii) warrants to
purchase an aggregate of 7,000,000 shares of the Company’s
Common Stock (the “ February 2008 Warrants ”),
in consideration for a cash payment to the Company in the aggregate
amount of $3,400,000;
WHEREAS, pursuant to the Stock Purchase Agreement, the
Company deposited 2,000,000 shares of Series B Stock (the “
Make Good Escrow Stock ”) into an escrow account which
is being held by an escrow agent as make good shares in the event
the Company’s consolidated pre-tax income and pre-tax income
per share, on a fully-diluted basis, for the years ended December
31, 2007, 2008 or 2009, are less than certain target numbers set
forth in the Stock Purchase Agreement;
WHEREAS, in connection with the Stock Purchase Agreement,
on February 26, 2008, the Company entered into a Registration
Rights Agreement with the Investors (the “ Registration
Rights Agreement ”), pursuant to which the Company
agreed to prepare and file one or more registration statements to
register for resale the shares of the Common Stock of the Company
issuable upon conversion of the Series B Stock and upon exercise of
the February 2008 Warrants;
WHEREAS, under the terms of the Registration Rights
Agreement the Company was required, among other things,
to:
(1) prepare and file with the Securities and
Exchange Commission (the “ SEC ”) prior to March
26, 2008 an initial registration statement covering the resale of
the shares of the Common Stock of the Company issuable upon
conversion of the Series B Stock and upon exercise of the warrants
issued to the Investors under the Stoc
