China Oumei Real Estate Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

AMENDMENT NUMBER 1 TO THE MAKE GOOD ESCROW AGREEMENT 

THIS AMENDMENT NUMBER 1 TO THE MAKE GOOD ESCROW AGREEMENT,
dated as of September 27, 2011 (this “Amendment”), is entered into
by and among China Oumei Real Estate Inc., a Cayman Islands company (the
“Company”), Access America Investments, LLC, as representative of
the Investors (the “Investor Representative”), Longhai Holdings
Company Limited (the “Make Good Shareholder”) and Collateral
Agents, LLC, a New York limited liability company, with its address at 111 West
57th Street, Suite 1416, New York, New York 10019 (the “Escrow
Agent”). All capitalized terms used in this Amendment and not otherwise
defined herein shall have the respective meanings assigned them in the
Subscription Agreement, between the Company and each investor signatory thereto
(each, an “Investor” and collectively, the
“Investors”), dated April 14, 2010 (the
“Subscription Agreement”). 

BACKGROUND 

The parties to this Amendment are also parties to that certain
Make Good Escrow Agreement, dated as of April 14, 2010 (the Make Good
Agreement”). The parties hereto wish to amend the Make Good Agreement as
set forth in this Amendment. Section 14 of the Make Good Agreement provides that
the Make Good Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the Escrow Agent,
the Company, the Make Good Shareholder and the Investor Representative (upon
consent of the Investors holding a majority of the Units issued at Closing under
the Subscription Agreement). This Amendment constitutes a written agreement
signed by the necessary parties in order to effectuate the amendment to the Make
Good Agreement specified below.

NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth herein, the parties hereto agree
as follows: 

ARTICLE I 

AMENDMENTS 

SECTION 1.1. Amendment. The parties hereto agree that
the Make Good Agreement shall be amended as set forth in this Section 1.1. 

A new Section 5.9 is hereby inserted into the Make Good
Agreement and shall read: 

“5.9 Notwithstanding the foregoing or anything else to the
contrary herein, at any time on or before December 15, 2011, the Company shall
have the right to redeem the then outstanding Units at a price equal to the
aggregate Investment Amount delivered by the Investors at Closing to purchase
such Units, together with accrued but unpaid Preference Dividend thereon to, but
not including, the redemption date (the “Redemption Price”).

If the Company elects to redeem the Units in accordance with
the terms of this Section 5.9, it shall furnish to the Investor Representative
and the Escrow Agent, at least ten (10) days before a redemption date, written notice of the
Company’s intention to redeem the Units. The notice shall state: (i) the
redemption date; (ii) the Redemption Price; (iii) that the Units called for
redemption must be surrendered to the Company to collect the Redemption Price;
and (iv) that, unless the Company defaults in making such redemption payment,
Preference Dividend on the Units called for redemption ceases to accrue on the
redemption date. 




Upon the redemption of all, but no less than all, Units
surrendered by the Investors, provided that such Units constitute no less than a
majority of the outstanding Units and the payment of the Redemption Price by the
Company to the redeeming Investors, all of the Escrow Shares remaining in the
Escrow Account shall be delivered to the Make Good Shareholder pursuant to this
Section 5 and no Investors shall have any rights to the Escrow Shares
under this Agreement.”

SECTION 1.2. Full Force and Effect. For the avoidance of
doubt, all other provisions of the Make Good Agreement shall remain in full
force and effect.

ARTICLE II 

MISCELLANEOUS 

SECTION 2.1. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New
York.

SECTION 2.2. Entire Agreement. This Amendment along with
the Make Good Agreement and the other Transaction Agreements contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, discussions and
representations, oral or written, with respect to such matters, which the
parties acknowledge have been merged into this Amendment. 

SECTION 2.3. Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. 

2 




IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized signatories as of
the date first indicated above. 

	 	ESCROW AGENT: 
	 	 
	 	COLLATERAL AGENTS, LLC 
	 	  
	 	By: /s/ Seth Fishman                                   
	 	Name: Seth Fishman 
	 	Title: President 
	 	  
	 	COMPANY 
	 	 
	 	CHINA OUMEI REAL ESTATE INC. 
	 	By: /s/ Weiqing Zhang____________ 
	 	Name: Weiqing Zhang 
	 	Title: CEO 
	 	  
	 	INVESTOR REPRESENTATIVE: 
	 	 
	 	ACCESS AMERICA INVESTMENTS, LLC 
	 	By: /s/ Christopher
      Efird                         
      
	 	Name: Christopher Efird 
	 	Title: President 
	 	  
	 	MAKE GOOD SHAREHOLDER: 
	 	 
	 	LONGHAI HOLDINGS COMPANY LIMITED 
	 	By: /s/ Antoine
      Cheng                             
      
	 	Name: Antoine Cheng 
	 	Title: Director 


Signature Page to the Amendment to Make Good