ESCROW AGREEMENT
EXHIBIT
10.3
THIS ESCROW AGREEMENT (this
“Agreement”) is
made and entered into as of June 30,, 2008 among Environment Ecology Holding Co. of
China a Chinese corporation, with headquarters located at 391 Hun Xx
Xxxx, Xxxx Xxx Street, Xi’an, Shaanxi Province, P.R. China (the “Company”), and Trafalgar Capital Specialized
Investment Fund, Luxembourg (the “Buyer”), and The Law Office of Xxxxx X. Xxxxxxx XX,
P.A., as Escrow Agent hereunder (the “Escrow
Agent”).
BACKGROUND
WHEREAS, the Company and the
Buyer have entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated as of the date hereof, pursuant to which the Company
proposes to sell secured convertible redeemable debentures (the “Debentures”) to the
Buyer. The Securities Purchase Agreement provides that the Buyer
shall deposit the purchase amount in a segregated escrow account to be held by
Escrow Agent in order to effectuate a disbursement to the Company at closings to
be held as set forth in the Securities Purchase Agreement (each, a “Closing”).
WHEREAS, the Company intends
to sell Debentures (the “Offering”).
WHEREAS, Escrow Agent has
agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.
WHEREAS, in order to establish
the escrow of funds and to effect the provisions of the Securities Purchase
Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, in
consideration of the foregoing, it is hereby agreed as follows:
1. Definitions. The
following terms shall have the following meanings when used herein:
a. “Escrow Funds” shall
mean the funds deposited with Escrow Agent pursuant to this
Agreement.
b. “Joint Written
Direction” shall mean a
written direction
executed by the Buyer and the Company directing Escrow Agent to disburse all or
a portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.
c. “Escrow Period” shall
begin with the commencement of the Offering and shall terminate upon the earlier
to occur of the following dates:
(i) The date
upon which Escrow Agent confirms that it has received in the Escrow Account all
of the proceeds of the sale of the Debentures;
(ii) The date
upon which a determination is made by the Company and the Buyer to terminate the
Offering prior to the sale of all the Debentures.
During
the Escrow Period, the Company and the Buyer are aware that they are not
entitled to any funds received into escrow and no amounts deposited in the
Escrow Account shall become the property of the Company or the Buyer or any
other entity, or be subject to the debts of the Company or the Buyer or any
other entity.
2. Appointment
of and Acceptance by Escrow Agent. The Buyer and the
Company hereby appoint Escrow Agent to serve as Escrow Agent
hereunder. Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold, invest and disburse the Escrow Funds in accordance with this
Agreement.
a. The
Company hereby acknowledges that the Escrow Agent is counsel to the Buyer in
connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising
in connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Buyer and the Company will not
seek to disqualify such counsel.
3. Creation
of Escrow Account. On or prior to
the date of the commencement of the Offering, the parties shall establish an
escrow account with the Escrow Agent, which escrow account shall be entitled as
described below. The Buyer will wire funds to the account of the
Escrow Agent as follows:
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Bank:
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Bank
of America
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Routing
#:
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026009583
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Account
#:
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435012658879
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SWIFT
#:
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XXXXXX0X
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Name
on Account:
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Xxxxx
X. Xxxxxxx XX, P.A. as Escrow Agent
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Name
on Sub-Account:
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Trafalgar
– Environment Ecology Escrow account
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4. Deposits
into the Escrow Account. The Buyer agrees
that it shall promptly deliver funds for the payment of the Debentures to Escrow
Agent for deposit in the Escrow Account.
5. Disbursements from the
Escrow Account.
a. The
Escrow Agent will continue to hold the Escrow Funds until: (a) the Buyer or
Trafalgar Capital Sarl on behalf of the Buyer and (b) the Company execute a
Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint Written Direction signed by the Company and the
Buyer. In disbursing such funds, Escrow Agent is authorized to rely
upon such Joint Written Direction from the Company and the Buyer and may accept
any signatory from the Company listed on the signature page to this Agreement
and any signature from the Buyer that the Escrow Agent already has on
file. The parties acknowledge that the Transaction Documents
(as defined in the Securities Purchase Agreement), including specifically the
Debentures shall be held in escrow by the escrow agent and shall only be
released to the Buyer simultaneous with the release of the Escrow
Funds. In the event the Escrow Funds have not been disbursed by June
30, 2008 the parties agree that the Escrow Funds shall be returned to the Buyer
and the Debentures, shares of Common Stock and all Transaction Documents
executed by the Company shall be returned to the Company.
b. In the
event Escrow Agent does not receive the amount of the Escrow Funds from the
Buyer, Escrow Agent shall notify the Company and the Buyer. Upon
receipt of payment instructions from the Company, Escrow Agent shall refund to
the Buyer, without interest the amount received from the Buyer, without
deduction, penalty, or expense to the Buyer other than wire transfer
fees. The purchase money returned to the Buyer shall be free and
clear of any and all claims of the Company, the Buyer or any of their
creditors.
c. In no
event will the Escrow Funds be released to the Company until the Escrow Funds
are received by Escrow Agent in collected funds. For purposes of this Agreement,
the term “collected funds” shall mean the Escrow Funds received by Escrow Agent
shall have cleared normal banking channels and are in the form of
cash.
6. Collection
Procedure. Escrow Agent is
hereby authorized to deposit the proceeds of each wire in the Escrow
Account.
7. Suspension
of Performance: Disbursement Into Court. If at any time,
there shall exist any dispute between the Company and the Buyer with respect to
holding or disposition of any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following
action:
a. suspend
the performance of any of its obligations (including without limitation any
disbursement obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow Funds in accordance
with Section 8 hereof; and/or
b. petition
(by means of an interpleader action or any other appropriate method) any court
of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.
c. Escrow
Agent shall have no liability to the Company, the Buyer, or any person with
respect to any such suspension of performance or disbursement into court,
specifically including any liability or claimed liability that may arise, or be
alleged to have arisen, out of or as a result of any delay in the disbursement
of funds held in the Escrow Funds or any delay in with respect to any other
action required or requested of Escrow Agent.
8. Investment
of Escrow Funds.
Escrow Agent shall deposit the Escrow Funds into a segregated escrow
account which shall be used solely in connection with this transaction (the
“Escrow Account”).
If Escrow
Agent has not received a Joint Written Direction at any time that an investment
decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
portion thereof, as to which no Joint Written Direction has been received, in
the Escrow Account.
9. Resignation
and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days’ prior written notice to the parties or may be removed, with or
without cause, by the parties, acting jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by the giving of ten (10) days’ prior
written notice to Escrow Agent as provided herein below. Upon any
such notice of resignation or removal, the representatives of the Buyer and the
Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital and surplus
in excess of US$10,000,000.00. Upon the acceptance in writing of any
appointment of Escrow Agent hereunder by a successor Escrow Agent, such
successor Escrow Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations under
this Escrow Agreement, but shall not be discharged from any liability for
actions taken as Escrow Agent hereunder prior to such
succession. After any retiring Escrow Agent’s resignation or removal,
the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement. The retiring Escrow Agent shall transmit all
records pertaining to the Escrow Funds and shall pay all funds held by it in the
Escrow Funds to the successor Escrow Agent, after making copies of such records
as the retiring Escrow Agent deems advisable and after deduction and payment to
the retiring Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.
10. Liability of Escrow
Agent.
a. Escrow
Agent shall have no liability or obligation with respect to the Escrow Funds
except for Escrow Agent’s willful misconduct or gross
negligence. Escrow Agent’s sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this Agreement. Escrow Agent shall have no implied
duties or obligations and shall not be charged with knowledge or notice or any
fact or circumstance not specifically set forth herein. Escrow Agent
may rely upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event
shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be
obligated to take any legal action or commence any proceeding in connection with
the Escrow Funds, any account in which Escrow Funds are deposited, this
Agreement or the Purchase Agreement, or to appear in, prosecute or defend any
such legal action or proceeding. Escrow Agent may consult legal
counsel selected by it in any event of any dispute or question as to
construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Buyer jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such
counsel.
b. Escrow
Agent is hereby authorized, in its sole discretion, to comply with orders issued
or process entered by any court with respect to the Escrow Funds, without
determination by Escrow Agent of such court’s jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it, without
the need for appeal or other action; and if Escrow Agent complies with any such
order, writ, judgment or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
c. Escrow
Agent holds Company and Buyer harmless and indemnifies them for any claims,
losses, charges, expenses, fines, or penalties, including, but not limited to,
the reasonable attorneys fees and costs incurred, which may arise related to
acts or omissions which are caused directly by Escrow Agent's gross negligence
and intentional misconduct related to Escrow Agent's services under this Escrow
Agreement.
11. Indemnification
of Escrow Agent. From and at all
times after the date of this Agreement, the Company and the Buyer, jointly and
severally, shall, to the fullest extent permitted by law and to the extent
provided herein, indemnify and hold harmless Escrow Agent and each director,
officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
the “Indemnified
Parties”) against any and all actions, claims (whether or not valid),
losses, damages, liabilities, costs and expenses of any kind or nature
whatsoever (including without limitation reasonable attorney’s fees, costs and
expenses) incurred by or asserted against any of the Indemnified Parties from
and after the date hereof, whether direct, indirect or consequential, as a
result of or arising from or in any way relating to any claim, demand, suit,
action, or proceeding (including any inquiry or investigation) by any person,
including without limitation the parties to this Agreement, whether threatened
or initiated, asserting a claim for any legal or equitable remedy against any
person under any statute or regulation, including, but not limited to, any
federal or state securities laws, or under any common law or equitable cause or
otherwise, arising from or in connection with the negotiation, preparation,
execution, performance or failure of performance of this Agreement or any
transaction contemplated herein, whether or not any such Indemnified Party is a
party to any such action or proceeding, suit or the target of any such inquiry
or investigation; provided, however, that no Indemnified Party shall have the
right to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. If
any such action or claim shall be brought or asserted against any Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Buyer
hereunder in writing, and the Buyer and the Company shall assume the defense
thereof, including the employment of counsel and the payment of all
expenses. Such Indemnified Party shall, in its sole discretion, have
the right to employ separate counsel (who may be selected by such Indemnified
Party in its sole discretion) in any such action and to participate and to
participate in the defense thereof, and the fees and expenses of such counsel
shall be paid by such Indemnified Party, except that the Buyer and/or the
Company shall be required to pay such fees and expense if (a) the Buyer or the
Company agree to pay such fees and expenses, or (b) the Buyer and/or the Company
shall fail to assume the defense of such action or proceeding or shall fail, in
the sole discretion of such Indemnified Party, to employ counsel reasonably
satisfactory to the Indemnified Party in any such action or proceeding, (c) the
Buyer and the Company are the plaintiff in any such action or
proceeding or (d) the named or potential parties to any such action or
proceeding (including any potentially impleaded parties) include both the
Indemnified Party, the Company and/or the Buyer and the Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company or the Buyer. The Buyer and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing. All such fees and expenses payable by the
Company and/or the Buyer pursuant to the foregoing sentence shall be paid from
time to time as incurred, both in advance of and after the final disposition of
such action or claim. The obligations of the parties under this
section shall survive any termination of this Agreement, and resignation or
removal of the Escrow Agent shall be independent of any obligation of Escrow
Agent.
The
parties agree that neither payment by the Company or the Buyer of any claim by
Escrow Agent for indemnification hereunder shall impair, limit, modify, or
affect, as between the Buyer and the Company, the respective rights and
obligations of Buyer, on the one hand, and the Company, on the other
hand.
12. Expenses
of Escrow Agent. Except as set
forth in Section 11 the Company shall reimburse Escrow Agent for all of its
reasonable out-of-pocket expenses, including reasonable attorney’s fees,
telephone and facsimile transmission costs, postage (including express mail and
overnight delivery charges), copying charges and the like. All of the
compensation and reimbursement obligations set forth in this Section shall be
payable by the Company, upon demand by Escrow Agent. The obligations
of the Company under this Section shall survive any termination of this
Agreement and the resignation or removal of Escrow Agent.
13. Warranties.
a. The Buyer
makes the following representations and warranties to Escrow Agent:
(i) The Buyer
has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.
(ii) This
Agreement has been duly approved by all necessary action of the Buyer, including
any necessary approval of the limited partner of the Buyer or necessary
corporate approval, as applicable, has been executed by duly authorized officers
of the Buyer, enforceable in accordance with its terms.
(iii) The
execution, delivery, and performance of the Buyer of this Agreement will not
violate, conflict with, or cause a default under any agreement of limited
partnership of Buyer or the certificate of incorporation or bylaws of the
Buyer (as applicable), any applicable law or regulation, any court order or
administrative ruling or degree to which the Buyer is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding
arrangement.
(iv) Xxxxxx
Xxxxx has been duly appointed to act as the representative of the Buyer
hereunder and has full power and authority to execute, deliver, and perform this
Escrow Agreement, to execute and deliver any Joint Written Direction, to amend,
modify, or waive any provision of this Agreement, and to take any and all other
actions as the Buyer’s representative under this Agreement, all without further
consent or direction form, or notice to, the Buyer or any other
party.
(v) No party
other than the parties hereto and the Buyer have, or shall have, any lien, claim
or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.
(vi) All of
the representations and warranties of the Buyer contained herein are true and
complete as of the date hereof and will be true and complete at the time of any
disbursement from the Escrow Funds.
b. The
Company makes the following representations and warranties to the Escrow
Agent:
(i) The
Company is a
corporation duly organized, validly existing, and in good standing under the
laws of China and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.
(ii) This
Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance with its
terms.
(iii) The
execution, delivery, and performance by the Company of this Agreement is in
accordance with the Securities Purchase Agreement and will not violate, conflict
with, or cause a default under the certificate of incorporation or bylaws of the
Company, any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding arrangement,
including without limitation to the Securities Purchase Agreement, to which the
Company is a party.
(iv) ____________________
has been duly appointed to act as the representative of the Company hereunder
and has full power and authority to execute, deliver, and perform this
Agreement, to execute and deliver any Joint Written Direction, to amend, modify
or waive any provision of this Agreement and to take all other actions as the
Company’s Representative under this Agreement, all without further consent or
direction from, or notice to, the Company or any other party.
(v) No party
other than the parties hereto and the Buyer have, or shall have, any lien, claim
or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.
(vi) All of
the representations and warranties of the Company contained herein are true and
complete as of the date hereof and will be true and complete at the time of any
disbursement from the Escrow Funds.
14. Consent
to Jurisdiction and Venue. In the event that
any party hereto commences a lawsuit or other proceeding relating to or arising
from this Agreement, the parties hereto agree that the United States District
Court for the Southern District of Florida shall have the sole and exclusive
jurisdiction over any such proceeding. If all such courts lack
federal subject matter jurisdiction, the parties agree that the State Courts of
Florida located in Broward County shall have sole and exclusive
jurisdiction. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue. The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.
15. Notices. All notices and
other communications hereunder shall be in writing and shall be deemed to have
been validly served, given or delivered five (5) days after deposit in the
United States mails, by certified mail with return receipt requested and postage
prepaid, when delivered personally, one (1) day delivered to any overnight
courier, or when transmitted by facsimile transmission and upon confirmation of
receipt and addressed to the party to be notified as follows:
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If
to Buyer, to:
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Trafalgar
Capital Specialized Investment Fund
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0-00
Xxx Xxxxxxx Xxxxx
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XX
0000
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X-0000
Xxxxxxxxxx
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Attention: Xxxxxx
Xxxxx, Chairman of the Board of
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Trafalgar Capital Sarl, General
Partner
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Facsimile: 011-44-207-405-0161
and
001-786-323-1651
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If
to Escrow Agent, to:
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Xxxxx
X. Xxxxxxx XX, P.A.
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0000
Xxxxxxxx Xxx
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Xxxx
Xxxxx, XX 00000
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Attention: Xxxxx
Xxxxxxx Esq.
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Telephone: (000)
000-0000
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Facsimile:
(000) 000-0000
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If
to the Company, to:
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Environment
Ecology Holding Co. of China
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391
Hun Xx Xxxx, Xxxx Xxx Street
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Xi’an
Shaanxi Province, P.R. China
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Attention: Xx.
Xxx Xxxxx Xx, President
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Telephone:
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Facsimile:
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With
a copy to:
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JPF
Securities Law, LLC
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00000
Xxxxxx Xxxxx, Xxxxx 000X
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Xxxxxxxxx,
XX 00000
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Attention: Xxxxx
X. Xxxxxxxxxxxx, Esq. LLM
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Telephone:
(000) 000-0000
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Facsimile: (000)
000-0000
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Or to
such other address as each party may designate for itself by like
notice.
16. Amendments
or Waiver. This Agreement
may be changed, waived, discharged or terminated only by a writing signed by the
parties hereto. No delay or omission by any party in exercising any
right with respect hereto shall operate as waiver. A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion.
17. Severability. To the extent any
provision of this Agreement is prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition, or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
18. Governing
Law. This Agreement
shall be construed and interpreted in accordance with the internal laws of the
State of Florida without giving effect to the conflict of laws principles
thereof.
19. Entire
Agreement. This Agreement
constitutes the entire Agreement between the parties relating to the holding,
investment, and disbursement of the Escrow Funds and sets forth in their
entirety the obligations and duties of the Escrow Agent with respect to the
Escrow Funds.
20. Binding
Effect. All of the terms
of this Agreement, as amended from time to time, shall be binding upon, inure to
the benefit of and be enforceable by the respective heirs, successors and
assigns of the Buyer, the Company, or the Escrow Agent.
21. Execution
of Counterparts. This Agreement
and any Joint Written Direction may be executed in counter parts, which when so
executed shall constitute one and same agreement or direction.
22. Termination. Upon the first to
occur of the disbursement of all amounts in the Escrow Funds pursuant to Joint
Written Directions or the disbursement of all amounts in the Escrow Funds into
court pursuant to Section 7 hereof, this Agreement shall terminate and Escrow
Agent shall have no further obligation or liability whatsoever with respect to
this Agreement or the Escrow Funds.
IN WITNESS WHEREOF the parties
have hereunto set their hands and seals the day and year above set
forth.
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ENVIRONMENT
ECOLOGY HOLDING CO. OF CHINA
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By:
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Name: Xxx
Xxxxx Li
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Title: President
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TRAFALGAR
CAPITAL SPECIALIZED
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INVESTMENT
FUND, LUXEMBOURG
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By: Trafalgar
Capital Sarl
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Its: General
Partner
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By:
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Name: Xxxxxx
Xxxxx
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Title: Chairman
of the Board
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THE
LAW OFFICE OF
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XXXXX
X. XXXXXXX XX, P.A.
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By:
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Name:
Xxxxx Xxxxxxx, Esq.
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Title:
President
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