Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. 4.1 This Agreement is terminable by either party, subject to the provisions of Sections 7, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take such action with respect to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicable. The Escrow Agent shall not be liable to any person or entity for any losses or liability arising out of or in connection with the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery of the Escrow Fund by the Escrow Agent to the parties designated by the Depositor in accordance with this Escrow Agreement, this Escrow Agreement and the duties and obligations of the Escrow Agent under this Escrow Agreement shall terminate, subject to the provisions of Sections 7, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1”), instructing the Escrow Agent to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signature.

Disposition and Termination. 4.1 This Agreement is terminable by either party3.1 Delivery of Documents Upon Completion under the Purchase and Sale Agreement, subject the Sellers, the Purchasers and the Company shall deliver to the provisions of Sections 7, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be Agent Certificate substantially in the form attached herewith as Annex B, together with the documents set out in Annex A. 3.2 Upon delivery of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, Certificate and the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day documents described in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this AgreementAnnex A, the Escrow Agent shall take such action with respect make deliveries as follows: (i) the Purchase Price deposited in the Escrow Account shall be delivered to the Sellers or a designee thereof; (ii) the Second Purchaser Payment shall be delivered to the Second Purchaser and (iii) the documents described in Annex A shall be delivered to the First Purchaser. In this event the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow AgreementAgent shall, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body simultaneously with payment of the designated recipient’s jurisdiction are required Share Purchase Price and the Loan Purchase Price to be obtained for giving effect the Sellers and the Second Purchaser Payment to or the completion of any arrangements or transactions contemplated by this Escrow AgreementSecond Purchaser, pay the interest accrued on the Purchase Price, and the Second Purchaser Payment to the First Purchaser. In such event, the Depositor shall use its best efforts payment to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body Sellers of the designated recipient’s jurisdiction as soon as practicablePurchase Price shall be on the following account(s): - USD 27,500,000 by wire transfer to Ridgewood Renewable Power LLC. The In: Account Name: Ridgewood Renewable Power LLC Oper Account No.: Bank Name: Wachovia Bank Summit, NJ ABA (wire) 031201467 ABA (ACH) 031100225 anx xxx Xxxond Purchaser Payment shall be xxxx xx xhe Second Purchaser on the following account: - USD 2,000,000 to: Commercial International Bank (Egypt) SAE 4, Farid Street (off El Thawra St.) Heliopolis - Cairx - Xxxxx Swift Code: CIB EEG CX081 For Credit to the Account of Zaki Yousif Girges Account No.: Notwithstandxxx xxx xxxexxxxx, the Escrow Agent shall not be liable immediately and automatically return the Share Purchase Price, the Loan Purchase Price and the Second Purchaser Payment, with any incurred interest thereon to any person or entity for any losses or liability arising out the First Purchaser upon the passage of or in connection with 90 calendar days, from the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery date hereof, without receipt of the Escrow Fund Agent Certificate and the documents listed in Annex A of this Agreement, unless it has received written instructions signed by the Second Purchaser and the First Purchaser advising the Escrow Agent to act otherwise. In such event, return of the Purchase Price and the Second Purchaser Payment to the First Purchaser in addition to any interest accrued thereon shall be made by the Escrow Agent to the parties designated by First Purchaser on the Depositor following account: Bank Name : Arab African International Bank Address : 5 Midan Al Saray Al Koubra - Garden City Account Name : Horns Private Equity Fund III LP Account Number : Swift Code : ARAIEGCX Correspondent in accordance with this Escrow Agreement, this Escrow Agreement and the duties and obligations of the Escrow Agent under this Escrow Agreement shall terminate, subject to the provisions of Sections 7, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1”), instructing the Escrow Agent to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the CompanyUSD JP Morgan New York Swifx Xxxx : CHAS US 33 Xxxxxxx Xo. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signature.:

Disposition and Termination. 4.1 This (a) The Depositors and Hudson Bay are parties to a Put Xxxxxn Agreement is terminable dated October 16, 2007 (the "PUT OPTION AGREEMENT"), and the Escrow Deposit has been deposited by either party, subject to the provisions of Sections 7, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies Depositors with the Escrow Agent prior pursuant to 12:00 noon Hong Kong Time on the Put Option Agreement for the benefit of Hudson Bay in the event of a Business Day, default xx xxe Depositors in respect of their obligations under Section 3 or Section 4 (as applicable) under the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course Put Option Agreement. The provisions of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business DayPut Option Agreement are hereby incorporated herein by reference, but only as the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take such action with respect to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions context of this Escrow Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicableAgreement may require. The Escrow Agent is not a party to the Put Option Agreement and shall, therefore, act only in accordance with the terms and conditions contained herein. (b) If the Depositors breach any of their obligations to pay the purchase price pursuant to Section 3 of the Put Option Agreement or the optional cash settlement pursuant to Section 4 of the Put Option Agreement, as applicable, then Hudson Bay shall have the right to dxxxxxx an Escrow Demand as described in Section 4(c) hereof. Hudson Bay shall not be liable to any person or entity for any losses or liability arising out of or deliver an Escrxx Xxxand except in connection with the failure by the Depositor to perform any of its obligations circumstances described in the preceding sentence. 4.3 Upon . Hudson Bay shall deliver to the delivery of the Depoxxxxxx any Escrow Fund by Demand that it delivers to the Escrow Agent not later than the date such Escrow Demand is delivered to the parties designated by the Depositor in accordance with this Escrow Agreement, this Escrow Agreement and the duties and obligations of the Escrow Agent under this Escrow Agreement shall terminate, subject to the provisions of Sections 7, 8 and 9Agent. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (ic) June 16, 2008 on which the Escrow Agent shall close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon Upon receipt by the Escrow Agent of a written instructions demand from Hudson Bay (an "ESCROW DEMAND"), cerxxxxxxg: (i) that Hudson Bay duly exercised its Put Opxxxx (as defined in the Put Option Agreement); (ii) the Dollar amount that the Depositors were required to pay to Hudson Bay at least two the Put Closing (as dexxxxx in the Put Option Agreement) or, if applicable, the Dollar amount the Depositors were required to pay to Hudson Bay pursuant to an optional cxxx xxttlement pursuant to Section 4 of the authorized signatories set out Put Option Agreement; (iii) the Dollar amount that the Depositors actually paid to Hudson Bay at the Put Closing or, if xxxxxcable, pursuant to an optional cash settlement pursuant to Section 4 of the Put Option Agreement; (iv) the Dollar amount the Depositors failed to pay in Part A breach of Schedule 1 hereto its obligations under Section 3 or Section 4 of the Put Option Agreement the "BREACH AMOUNT"); (“Schedule 1”)v) that, instructing in accordance with the Put Option Agreement, Hudson Bay is entitled to the Breach Xxxxxt; and demanding that the Escrow Agent release to close the Escrow Account and return the Escrow Fund Hudson Bay an amount equal to the Depositor; provided that such written instructions to close Brxxxx Xmount from the Escrow Account shall be given if at any time (a) Fund, the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility promptly pay to determine Hudson Bay from the existence of any of Fund an amount exxxx xo the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signatureBreach Amount.

Disposition and Termination. 4.1 This Agreement is terminable (a) The Escrow Agent shall administer the Escrowed Sponsor Shares in accordance with written instructions provided by either partyPurchaser Sponsor to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to pay or release the Escrowed Sponsor Shares, or any portion thereof, as set forth in such Instruction. The Escrow Agent shall make distributions of the Escrowed Sponsor Shares only in accordance with an Instruction, which Instruction shall comport to the requirements set forth below: (i) During the period between the date of Closing but on or prior to the fifth (5th) anniversary of Closing (the “Escrow Period”), subject to the provisions terms and conditions set forth herein and in the Purchase Agreement: (A) Upon the earlier to occur of Sections 7(such occurrence, 8 and 9, by giving 30 days’ advance written notice a “Trigger Event”) (x) the volume weighted-average per-share trading price of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies Common Stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-day continuous trading period during the Escrow Agent prior to 12:00 noon Hong Kong Time on Period, (y) a Business DayChange in Control, and (z) the Depositor may withdraw expiration of the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any WithdrawalPeriod, the Escrow Agent shall release the Escrowed Sponsor Shares to Purchaser Sponsor from the Sponsor Escrow; provided, that in the case of a Trigger Event that is a Change in receipt of the relevant Designee’s Details then Control, the Escrow Agent will notify (i) shall release the Depositor and Escrowed Sponsor Shares immediately prior to the consummation of such Change in Control). (ii) In no event will the Designee of amounts from such Withdrawal Escrow Agent make any distribution of the effectuation Escrowed Sponsor Shares unless such Instruction is signed by both an authorized representative designated in Exhibit 1 of such Withdrawal; Purchaser and Purchaser Sponsor. (b) Upon the parties hereby acknowledge that amounts from such Withdrawal may not actually be received delivery of all of the Escrowed Sponsor Shares by the Depositor and/or its designated recipients until a date following Escrow Agent in accordance with the terms of this Agreement (including this Section 3), this Agreement shall terminate (the period of time commencing on the date of such Withdrawal. Upon hereof until the termination of this Agreement, the Escrow Agent shall take such action with respect to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicable. The Escrow Agent shall not be liable to any person or entity for any losses or liability arising out of or in connection with the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery of the Escrow Fund by the Escrow Agent to the parties designated by the Depositor in accordance with this Escrow Agreement, this Escrow Agreement and the duties and obligations of the Escrow Agent under this Escrow Agreement shall terminate, subject to the provisions of Sections 7, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1Effective Period”), instructing the Escrow Agent to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signature.

Disposition and Termination. 4.1 This Agreement (a) After the Expiration Date, any Escrow Property remaining in the Escrow Account that is terminable by either party, not subject to the provisions Pending Claims, if any, and not subject to resolved but unpaid claims in favor of Sections 7an Indemnified Party, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in transferred by written instruction of both the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank Purchaser CEO Representative and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take such action with respect to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicable. The Escrow Agent shall not be liable to any person or entity for any losses or liability arising out of or in connection with the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery of the Escrow Fund Seller Representative by the Escrow Agent to the parties designated by Company Stockholders that have previously delivered to the Depositor Purchaser’s exchange agent in accordance with this the exchange agent agreement the Transmittal Documents , with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property in accordance with the Merger Agreement, this Escrow Agreement . Purchaser Representative and the duties and obligations Seller Representative shall cooperate in good faith using their commercially reasonable efforts to submit such written instructions as promptly as practical after such time as when none of the Escrow Agent under this Escrow Agreement shall terminate, Property remains subject to any Pending Claims or any unpaid claims in favor of an Indemnified Party and, in that event, shall not unreasonably withhold such written instructions. Promptly after the provisions final resolution of Sections 7all Pending Claims and payment of all indemnification obligations in connection therewith, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close transfer any remaining Escrow Property remaining in the Escrow Account to the Company Stockholders that have previously delivered the Transmittal Documents, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. 2 (b) Pursuant to Section 1.13(d) of the Merger Agreement, if the Adjustment Amount (as defined in the Merger Agreement) is a negative number, then the Seller Representative and return the Purchaser CEO Representative shall, within three (3) Business Days after such final determination, provide joint written instructions to the Escrow Fund Agent to distribute to Purchaser a number of Escrow Shares (and, after distribution of all Escrow Shares, other Escrow Property) with a value equal to the Depositor, or absolute value of the Adjustment Amount (ii) with each Escrow Share valued at the Redemption Price). Purchaser will promptly cancel any time prior Escrow Shares distributed to June 16, 2008, upon receipt it by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1”), instructing the Escrow Agent to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days promptly after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signatureits receipt thereof.

Disposition and Termination. 4.1 This Agreement a. Upon the execution and delivery to Escrow Agent by the Borrower and the Initial Lenders of a joint written instruction substantially in the form of Exhibit A-1 annexed hereto (each such written instruction, a “Joint Release Instruction”), the Escrow Agent shall, within one (1) Business Day of its receipt of such Joint Release Instruction (provided such Joint Release Instruction is terminable received by 4:00 pm New York time), release the Funds to the Borrower by wire transfer of immediately available funds to one or more accounts designated by the Borrower in accordance with the instructions set forth therein; provided that the Escrow Agent may assume that any Joint Release Instruction is in compliance with the Commitment Letter without further inquiry. b. Upon the execution and delivery to Escrow Agent by either partythe Borrower pursuant to clauses (a) or (d) of the definition of Termination Date or the Initial Lenders pursuant to clauses (a), (b) or (e) of the definition of Termination Date of a written instruction substantially in the form of Exhibit A-2 annexed hereto (each such written instruction, a “Lender Return Instruction” and, together with the Joint Release Instruction, collectively, the “Release Instructions”), the Escrow Agent shall, within one (1) Business Day of its receipt of such Lender Return Instruction (provided such Lender Return Instruction is received by 4:00 pm New York time), release the portion of the Funds to the Initial Lender that originally funded such amount by wire transfer of immediately available funds to one or more accounts designated by such Initial Lender in accordance with the instructions set forth therein; provided that if neither Joint Release Instructions nor Lender Return Instructions are received by the Escrow Agent by 4:00 pm New York time on April 1, 2022, on the next Business Day the Escrow Agent shall release the respective Funds to each relevant Initial Lender in accordance with such other written instructions provided to the Escrow Agent by such Initial Lender; provided further that the Escrow Agent may assume that any Lender Return Instruction is in compliance with the Commitment Letter without further inquiry. c. Following the release of the full amount of the Funds, the Escrow Account shall be terminated, subject to the provisions of Sections 6 and 7, 8 and 9, by giving 30 days’ advance written notice of such termination . d. Notwithstanding anything to the other party specifying a date when such termination shall take effect; providedcontrary set forth in Section 10, howeverany instructions setting forth, that so long claiming, containing, objecting to, or in any way related to the transfer or distribution of the Funds must be in writing and executed by the appropriate Party or Parties as evidenced by the Depositor notifies signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 2 (each an “Authorized Representative”), and delivered to Escrow Agent prior only by facsimile (as evidenced by a confirmed transmittal to 12:00 noon Hong Kong Time on the applicable Party’s or Parties’ transmitting fax number) or as a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof Portable Document Format (a “WithdrawalPDF”) within attached to an email only at the course fax number or email address set forth in Section 9 below (as may be updated or supplemented). Each Designation of Authorized Representatives shall be signed by a duly authorized officer or representative of the Business Day during which notice named Party. No instruction for or related to the transfer or distribution of such Withdrawal is given. If notice is the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received after 12:00 noon it on a Business Day by facsimile or on as a date other than a Business DayPDF attached to an email only at the fax number or email address set forth in Section 9, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially and in the form case of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information a facsimile, as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on evidenced by a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take such action with respect confirmed transmittal to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow Agreement, in the event that approvals, registrations Party’s or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicableParties’ transmitting fax number. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or entity for related to the transfer or distribution of the Funds if delivered to any losses other fax number or liability arising out email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent may not transfer or distribute the Funds until Escrow Agent has completed its security procedures set forth in connection with the failure by the Depositor to perform any of its obligations in the preceding sentencethis Section 3. 4.3 Upon e. In the delivery event of the any Release Instructions, Escrow Fund Agent may confirm such Release Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, or such other method as may approved by the Escrow Agent in its sole discretion. No funds may be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Release Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. If multiple disbursements are provided for under this Agreement pursuant to any Release Instructions, only the parties date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. f. The persons designated as Authorized Representatives and telephone numbers and email addresses for the same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative, or such other method as may be approved by the Depositor Escrow Agent in its sole discretion. g. Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a Release Instruction provided by a Party or the Parties and, if applicable, confirmed by an Authorized Representative of the appropriate Party. Further, the beneficiary’s bank in the Release Instructions may make payment on the basis of the account number provided in such Party’s or Parties’ instruction and, if applicable, confirmed by an Authorized Representative in accordance with this Escrow Agreement even though it identifies a person different from the named beneficiary. h. As used in this Agreement, this Escrow Agreement and the duties and obligations of the “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent under this Escrow Agreement shall terminate, subject located at the notice address set forth below is authorized or required by law or executive order to the provisions of Sections 7, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1”), instructing the Escrow Agent to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe remain closed. The Parties acknowledge that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories security procedures set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions forth in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signatureSection 3 are commercially reasonable.

Disposition and Termination. 4.1 This Agreement is terminable by either party(a) On the day immediately after [July 1], subject to 2014 (the provisions of Sections 7, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (a “Withdrawal”) within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s DetailsFinal Claims Date”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take pay and distribute to Sellers in accordance with the Seller Allocation the amount of the Escrow Fund on the Final Claims Date which is in excess of (i) any Claims and Overpayment Claims theretofore made that are then still pending and unresolved (the “Retained Amount”), plus (ii) an additional amount equal to $1 million, less the amount of any pending and unresolved Special Indemnification Claims, to the extent such action additional amount is available (the “Special Indemnification Amount”), provided, that the amount is this subpart (ii) cannot be a negative amount. The Escrow Agent shall retain the Retained Amount, plus the Special Indemnification Amount until such amounts are released pursuant to the procedures described below in this Section 4(a); provided, that the Special Indemnification Amount shall be used solely for the purpose of satisfying Special Indemnification Claims. The Escrow Agent shall within three (3) Business Days from the date of receipt of Payment Instructions, in the case of a Claim, a Determination Order, or, in the case of an Overpayment Claim, a Selected Firm Determination, as applicable, thereafter release from the Escrow Fund to the party entitled thereto all portions of the Escrow Fund, including the Retained Amount and the Special Indemnification Amount, as and when it receives Payment Instructions, a Determination Order or a Selective Firm Determination, as applicable. (b) On the day immediately after [July 1], [2016] (the “Special Indemnification Claims Date”), the Escrow Agent shall pay and distribute to Sellers in accordance with respect the Seller Allocation the amount of the Escrow Fund on the Special Indemnification Claims Date, including the Retained Amount and the Special Indemnification Amount, which is in excess of all Claims and Overpayment Claims theretofore made that are then still pending and unresolved on such date. The Escrow Agent shall retain the amount specified in Claim Notices and Overpayment Notices which are still pending and unresolved as of the Special Indemnification Claims Date until such amounts are released pursuant to the procedures provided below in this Section 4(b). The Escrow Agent shall within three (3) Business Days from the date of receipt of Payment Instructions, in the case of a Claim, a Determination Order or, in the case of an Overpayment Claim, a Selected Firm Determination, as applicable, thereafter release from the Escrow Fund to the party entitled thereto all portions of the amounts retained as and when it receives Payment Instructions, a Determination Order or a Selective Firm Determination, as applicable. The distribution of any funds to each Seller under this Agreement shall be in accordance with the Seller Allocation. (c) This Agreement shall terminate on the date on which the entire Escrow Fund shall have been disbursed in accordance with this Agreement. (d) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund, must be in writing or set forth in a Portable Document Format (“PDF”) attached to an email, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule B hereto (each an “Authorized Representative”), and delivered to the Escrow Fund Agent only by confirmed facsimile or as is instructed by a PDF attached to an email on a Business Day only at the Depositor. 4.2 Without prejudice fax number or email address set forth in Section 9 below. No instruction for or related to any other provisions of this Escrow Agreement, in the event that approvals, registrations transfer or other formalities from the foreign exchange administration or any other regulatory body distribution of the designated recipientEscrow Fund shall be deemed delivered and effective unless the Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 9 and as evidenced by a confirmed transmittal to the Party’s jurisdiction are or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicablehereunder. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or entity for any losses related to the transfer or liability arising out of or in connection with the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery distribution of the Escrow Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of the Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the funds transfer instructions set forth below for Buyer and provided by Key Seller for the Sellers in written instructions to disburse any funds due to either Party or any Seller, respectively without a verifying call back as set forth below. Buyer: Bank Name: Bank Address: ABA Number: Account Name: Account Number: (e) Additionally, the Parties agree that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as described above) for each beneficiary. Any such set-up of Standing Instructions (other than those established concurrently with the execution of this Agreement), and any changes in an existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Instructions will continue to be followed until cancelled by the applicable Party in a writing and delivered to Escrow Agent to the parties designated by the Depositor in accordance with this Section. Escrow Agent may rely solely upon all such information. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Settlement Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(b) below, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (f) In the event any other funds transfer instructions are set forth in a joint written instruction or other permitted instruction from a Party or the Parties in accordance with this Agreement, this Escrow Agreement and the duties and obligations of the Escrow Agent under this Escrow Agreement shall terminate, subject to the provisions of Sections 7, 8 and 9. 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of (i) June 16, 2008 on which the Escrow Agent shall close disburse the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the applicable funds in accordance with such instructions. Escrow Agent is authorized to seek confirmation of written such funds transfer instructions from at least two by a single telephone call-back to one of the authorized signatories Authorized Representatives and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set out in Part A of Schedule 1 hereto (“Schedule 1”forth this Section 4(f), instructing the no funds will be disbursed until an Authorized Representative is able to confirm by telephone call-back. (g) As used in this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to close the Escrow Account and return the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., Ltd. (“P3A”) by Axxxx 0, 0000, (x) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the final audit report of the Company by June 16, 2008, and at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow Agreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of Gxxxxxxx Xxxx and/or Sing Wang shall be deemed to be one signatureremain closed.