Exhibit 99.2
ESCROW AGREEMENT
This ESCROW AGREEMENT dated as of July 31, 2006 among Park Hill Capital
III Corp., a Nevada corporation ("Park Hill"), Xxxxx X. Xxxxxx, Xxxxxxx X.
Xxxxxxx and Xxxx X. X'Xxxx (the "Park Hill Controlling Shareholders"), Polara
Global Limited, a British Virgin Islands international business company
("Polara") and the Law Offices of Xxxxxxx Xxx (the "Escrow Agent").
Park Hill and Polara have entered into a Share Exchange Agreement dated
January 26, 2006 (the "Share Exchange Agreement"), pursuant to which Park Hill
will acquire 50,000 shares of Polara's common stock, representing 100% of
Polara's issued and outstanding shares of common stock in exchange for
73,834,000 shares of Park Hill's common stock. Park Hill, the Park Hill
Shareholders, Polara and the Escrow Agent have agreed to enter into this
Escrow Agreement pursuant to the terms and conditions set forth in Section
2.2(a) of the Share Exchange Agreement. Capitalized terms used herein not
defined in this Escrow Agreement shall have the means set forth in the Share
Exchange Agreement.
In consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Deposit of Escrow Shares. At the Closing, as defined in the Share
Exchange Agreement, the Park Hill Shareholders and/or other shareholders of
Park Hill shall deposit an aggregate of 2,379,184 shares of Park Hill (the
"Escrow Shares") in escrow immediately following the Closing and upon the
execution of this Escrow Agreement. The Escrow Agent shall issue a receipt
for the Escrow Shares to the Park Hill Shareholders, with a copy of the
receipt being provided to Polara and Park Hill.
2. Holding of Escrow Shares. The Escrow Agent will hold the Escrow
Shares in its possession until it is authorized hereunder to distribute the
Escrow Shares, as follows:
The Escrow Agent agrees to hold the Escrow Shares until the
earlier of (i) the consummation of the Financing (as defined in
the Share Exchange Agreement"), or (ii) 120 days after the
finalization of the private placement memorandum and the delivery
to Westminster Securities Corporation of Polara and Wujiang DeYi
Fashions Clothes Company Limited's ("DeYi") audited financial
statements for the fiscal year ended December 31, 2005 (the
"Escrow Term"). The Escrow Term shall be automatically extended
until the termination date of the offering for the Financing (as
set forth in the final private placement memorandum and any
amendment thereto that is prepared for and used in the Financing)
in the event that the Financing is delayed or postponed by the
mutual agreement of Polara and Westminster Securities Corporation
for any reason. The Parties hereto acknowledge and agree that the
acceptance by Polara or Deyi of funds after the 120 day period of
the Financing shall be considered to be an extension of the
offering by the mutual agreement of Polara and Westminster
Securities Corporation. If the Financing, in the amount of not
less than $5,000,000, is consummated during the Escrow Term, the
Escrow Agent, at the closing of the Financing, shall deliver the
Escrow Shares to the respective Park Hill Shareholders.
In the event that the Financing is not consummated in the amount
of not less than $5,000,000 during the Escrow Term, the Escrow
Agent shall deliver the Escrow Shares to Polara and the Escrow
Shares shall be cancelled on the stock transfer records of Park
Hill.
During the Escrow Term, the Park Hill Shareholders and others who
delivered the Escrow Shares to the Escrow Agent shall have a right
to vote the Escrow Shares and have a right to any and all
dividends paid to the holders of Park Hill common stock.
3. Settlement of Disputes. Any dispute that may arise under this
Escrow Agreement with respect to the delivery of the Escrow Shares, or the
duties of the Escrow Agent hereunder, shall be resolved in accordance with
Colorado law. The Escrow Agent shall be under no duty whatsoever to institute
or defend any such proceedings. Prior to the settlement of any such dispute,
the Escrow Agent is authorized and directed to retain in its possession,
without liability to anyone, the Escrow Shares that are the subject of such
dispute. The parties agree that upon the entry of a non-appealable judgment or
court order resolving the dispute, the Escrow Agent shall release the Escrow
Shares in accordance with this Agreement.
The Parties agree that if any disagreement or dispute arises concerning
the meaning or validity of any provision hereunder or concerning any other
matter relating to this Agreement, the Escrow Agent:
(a) Shall be under no obligation to act, except under process or
order of court, or until it has been adequately indemnified to its
full satisfaction, and shall sustain no liability for its failure
to act pending such process, court order or indemnification; and
(b) May, in its sole and absolute discretion, interplead the
Escrow Shares it holds with the Denver District Court, and name
the Parties in such interpleader action. Upon filing the
interpleader action, the Escrow Agent shall be relieved of all
liability as to the Escrow Shares and shall be entitled to recover
from the Parties its reasonable attorney's fees and other costs
incurred in commencing and maintaining such action. The Parties by
signing this Agreement submit themselves to the jurisdiction of
such court and do appoint the Clerk of such Court as their agent
for the service of all process in connection with such
proceedings. In no event shall the institution of such
interpleader action impair the rights of the Escrow Agent
described in this Agreement.
4. Concerning the Escrow Agent.
(a) The Escrow Agent shall be reimbursed for any and all
reasonable expenses, disbursements, and advances incurred or made
by the Escrow Agent in performance of its duties hereunder.
Polara shall be responsible for all fees and reimbursements due to
the Escrow Agent.
(b) The Escrow Agent may resign with or without cause and be
discharged from its duties hereunder any time by giving written
notice of such resignation to Park Hill, the Park Hill
Shareholders, and Polara specifying a date which such resignation
shall take effect. Upon such notice, a successor escrow agent
shall be appointed by Park Hill, the Park Hill Shareholders, and
Polara upon their mutual agreement, such successor escrow agent to
become escrow agent hereunder upon the resignation date specified
in such notice. If Park Hill, the Park Hill Shareholders, and
Polara are unable to agree upon a successor escrow agent within 30
days after such notice, the Escrow Agent in its sole and absolute
discretion shall be entitled to appoint its successor or to
petition a court of competent jurisdiction for the appointment of
a successor escrow agent. The Escrow Agent shall continue to
serve until its successor accepts the escrow and receives the
Escrow Shares. Park Hill, the Park Hill Shareholders, and Polara
shall have the right at any time upon their mutual consent to
substitute a new escrow agent by giving notice thereof to the
Escrow Agent then acting.
(c) The Escrow Agent undertakes to perform such duties as are
specifically set forth herein and may conclusively rely, and shall
be protected in acting or refraining from acting, on any written
notice, instrument, or signature believed by it to be genuine and
to have been signed or presented by the proper party or parties
duly authorized to do so. The Escrow Agent shall have no
responsibility for the contents of any writing contemplated herein
and may rely without any liability upon the contents thereof.
(d) The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized
hereby or within the rights or powers conferred upon it hereunder
nor for action taken or omitted by it in good faith, and in
accordance with advice of counsel.
(e) The parties jointly and severally agree to indemnify the
Escrow Agent and hold it harmless against any and all liabilities
incurred by it hereunder as a consequence of such party's action,
and the parties agree jointly to indemnify the Escrow Agent and
hold it harmless against any and all liabilities incurred by it
hereunder that are not a consequence of any party's action, except
in either case for liabilities incurred by the Escrow Agent
resulting from its own willful misconduct or gross negligence.
5. Miscellaneous.
(a) This Escrow Agreement shall be construed by and governed in
accordance with the laws of the State of Colorado.
(b) This Escrow Agreement shall be binding upon and shall inure
to the benefit of the heirs, executors, administrators,
successors, and assigns of the parties hereto.
(c) This Escrow Agreement may be executed in one or more
counterparts, but all such counterparts shall constitute but one
and the same instrument.
(d) Section headings contained in this Escrow Agreement have
been inserted for reference purposes only, and shall not be
construed as part of this Escrow Agreement.
(e) All notices, requests, demands, claims, and other
communications hereunder will be in writing unless otherwise
provided herein. Any notice, request, demand, claim, or other
communication hereunder shall be deemed to have been properly
given or served as of (i) the date of personal delivery, (ii) the
date the same is deposited in the ordinary mail, prepared for
delivery by registered or certified mail, return receipt
requested, to the intended recipient as set forth below, (iii) the
date delivered to a reputable overnight courier service providing
proof of delivery; or (iv) the date sent by telecopy that provides
the sender proof of transmission.
If to Park Hill or the Park Hill Shareholders:
Park Hill Capital III, Corp.
X.X. Xxx 000000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Copy to:
Xxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxxx & Associates, P.C.
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
If to Polara:
Polara Global Limited
Rm C 35, 7/F, Shanghai Mart
2299 West Yan An Rd.
Shanghai, China
Attn: Xxx Xx Xxxx, Chairman
Copy to:
Xxxxxxxxx Comden & Xxxxxxxxx, LLP
000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxx Xxxxx, Esq.
If to the Escrow Agent:
Law Offices of Xxxxxxx Xxx
00000 Xxxxxxxxx Xx. Xxxxx 000
Xxxx xx Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxx, Esq.
or to such other addresses as any party may have furnished to the other
in writing, in accordance herewith.
Any party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the addresses set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, or ordinary mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Parties notice in the manner herein set forth.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement
to be executed and delivered on the date first above written.
PARK HILL CAPITAL III, CORP.
By:/S/______________________________________
Xxxxxxx X. Xxxxxxx, President
POLARA GLOBAL LIMITED
By:/S/_____________________________________
Xxx Xx Xxxx, Chairman
XXXX X. X'XXXX
/S/______________________________
Xxxx X. X'Xxxx, an individual
XXXXX X. XXXXXX
/S/______________________________
Xxxxx X. Xxxxxx, an individual
XXXXXXX X. XXXXXXX
/S/__________________________________
Xxxxxxx X. Xxxxxxx, an individual
THE LAW OFFICES OF XXXXXXX XXX
/S/_______________________________
Xxxxxxx Xxx, principal
RECEIPT
The Law Offices of Xxxxxxx Xxx (the "Escrow Agent"), hereby acknowledges
that it has received 2,379,184 shares of Park Hill (the "Escrow Shares") from
the Park Hill Controlling Shareholders (as defined in the Escrow Agreement).
Further, the Escrow Agent acknowledges that it will hold the Escrow Shares
pursuant to the escrow agreement dated __, 2006, between Park Hill Capital III
Corp., Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxx X. X'Xxxx, Polara Global
Limited and Fan, Xxxxxxxx & Co.
THE LAW OFFICES OF XXXXXXX XXX
/S/_______________________________
Xxxxxxx Xxx, principal
