MAKE GOOD ESCROW AGREEMENT
This
Make
Good Escrow Agreement (the “Make Good Agreement”), dated effective as of January
31, 2007, is entered into by and among Irish Mag, Inc., a Florida corporation
(the “Company”), the Investors (as defined below), Xx.
Xxxxx
Xxxx
Xxx in
his individual capacity (“Make Good Pledgor”), Xxxx Capital Partners, LLC and
Securities Transfer Corporation (hereinafter referred to as “Escrow Agent”).
WHEREAS,
each of the investors in the private offering of securities of the Company
(the
“Investors”) has entered into a Securities Purchase Agreement, dated January 16,
2007 (as amended, the “SPA”), evidencing their participation in the Company's
private offering (the “Offering”) of securities. As an inducement to the
Investors to participate in the Offering and as set forth in the SPA, Make
Good
Pledgor agreed to place the “Escrow Shares” (as defined in Section 2 hereto)
into escrow for the benefit of the Investors in the event the Company failed
to
satisfy certain earnings per share and/or After-Tax Net Income thresholds.
WHEREAS,
pursuant to the requirements of the SPA, the Company and Make Good Pledgor
have
agreed to establish an escrow on the terms and conditions set forth in this
Make
Good Agreement;
WHEREAS,
the Escrow Agent has agreed to act as escrow agent pursuant to the terms and
conditions of this Make Good Agreement; and
WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
assigned them in the SPA;
NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:
1.
Appointment of Escrow Agent.
Make
Good Pledgor and the Company hereby appoint Securities Transfer Corporation
as
Escrow Agent to act in accordance with the terms and conditions set forth in
this Make Good Agreement, and Escrow Agent hereby accepts such appointment
and
agrees to act in accordance with such terms and conditions.
2.
Establishment of Escrow.
Upon the
execution of this Make Good Agreement, Make Good Pledgor shall deliver, or
cause
to be delivered, to the Escrow Agent certificates evidencing 7,894,736 shares
(the “Escrow Shares”) of the Company's common stock, par value $0.01 per share
(“Common Stock”), along with bank signature stamped stock powers executed in
blank (or such other signed instrument of transfer acceptable to the Company’s
transfer agent).
3. Representations
of Make Good Pledgor.
Make
Good Pledgor hereby represents and warrants to the Investors as
follows:
a. All
of
the Escrow Shares are validly issued, fully paid and nonassessable shares of
the
Company, and free and clear of all pledges, liens and encumbrances. Upon any
transfer of Escrow Shares to Investors hereunder, Investors will receive full
right, title and authority to such shares as holders of Common Stock of the
Company.
b. Performance
of this Make Good Agreement and compliance with the provisions hereof will
not
violate any provision of any applicable law and will not conflict with or result
in any breach of any of the terms, conditions or provisions of, or constitute
a
default under, or result in the creation or imposition of any lien, charge
or
encumbrance upon, any of the properties or assets of Make Good Pledgor pursuant
to the terms of any indenture, mortgage, deed of trust or other agreement or
instrument binding upon Make Good Pledgor, other than such breaches, defaults
or
liens which would not have a material adverse effect taken as a whole.
4.
Disbursement of Escrow Shares.
a. Fiscal
Years Ending December 31, 2007 and December 31, 2008.
Make
Good Pledgor
agrees
that in
the
event that the after tax net income reported in the Annual Report on Form 10-KSB
of the Company for the fiscal year ending December 31, 2007, as filed with
the
Commission, is less than $12,500,000.00 (the “2007 Guaranteed ATNI”),
he
will
transfer to the Investors on a pro rata basis
for no
consideration other than their part of their respective Investment Amount at
Closing 3,947,368
shares of Common Stock (the “2007 Make Good Shares”). In
the
event that either (i) the earnings per share reported in the Annual Report
on
Form 10-KSB of the Company for the fiscal year ending December 31, 2008, as
filed with the Commission, is less than $0.48 on a fully diluted basis (as
equitably adjusted for any stock splits, stock combinations, stock dividends
or
similar transactions) (the “2008 Guaranteed EPS”) or (ii) the after tax net
income reported in the Annual Report on Form 10-KSB of the Company for the
fiscal year ending December 31, 2008, as filed with the Commission, is less
than
$21,000,000.00
(the
“2008 Guaranteed ATNI”),
Make
Good
Pledgor
agrees
to transfer to the Investors on a pro rata basis for no consideration other
than
their part of their respective Investment Amount at Closing 3,947,368 shares
of
Common Stock (the “2008 Make Good Shares”). Notwithstanding
the foregoing, the parties agree that for purposes of determining whether or
not
the 2007 Guaranteed
ATNI,
the 2008 Guaranteed EPS or the 2008 Guaranteed ATNI have been achieved, the
release of the 2007 Make Good Shares or the 2008 Make Good Shares to Jiang
Xxxx
Xxx as a result of the operation of Section 4(a) shall not be deemed to be
an
expense, charge, or other deduction from revenues even though GAAP may require
contrary treatment. In
the
event that the after tax net income reported in the Annual Report on Form 10-KSB
of the Company for the fiscal year ending December 31, 2007, as filed with
the
Commission, is equal to or greater than the 2007 Guaranteed ATNI,
no
transfer of the 2007 Make Good Shares shall be required by Make
Good
Pledgor
to the
Investors under this Section and such 2007 Make Good Shares shall be returned
to
Make
Good
Pledgor
in
accordance with the Make Good Escrow Agreement. In
the
event that both the earnings per share reported in the Annual Report on Form
10-KSB of the Company for the fiscal year ending December 31, 2008, as filed
with the Commission, is equal to or greater than the 2008 Guaranteed EPS and
the
after tax net income reported in the Annual Report on Form 10-KSB of the Company
for the fiscal year ending December 31, 2008, as filed with the Commission,
is
equal to or greater than the 2008 Guaranteed ATNI,
no
transfer of the 2008 Make Good Shares shall be required by Make
Good
Pledgor
to the
Investors under this Section and such 2008 Make Good Shares shall be returned
to
Make
Good
Pledgor
in
accordance with the Make Good Escrow Agreement. Any
such
transfer of the 2007 Make Good Shares or the 2008 Make Good Shares under this
Section shall be made to an Investor within 10
Business
Days after
the date
which
the
2007,
or 2008, as applicable, Annual Report on Form 10-KSB for the
Company
is filed
with the Commission and otherwise in accordance with the Make Good Escrow
Agreement. The
Company has agreed that Xxxx will provide written instruction to the Escrow
Agent with regard to the distribution of the 2007 Make Good Shares and 2008
Make
Good Shares, as applicable, in an amount to each Investor as set forth on
Exhibit
A
attached
hereto. The Escrow Agent need only rely on the letter of instruction from Xxxx
in this regard and will disregard any contrary instructions. In
the
event that the after tax net income reported in the Annual Report on Form 10-KSB
of the Company for the fiscal year ending December 31, 2007, as filed with
the
Commission, is equal to or greater than the 2007 Guaranteed ATNI, Xxxx shall
provide written instructions to the Escrow Agent for the release of the 2007
Make Good Shares to the Make Good Pledgor or to the registered holder of such
shares who originally deposited such shares with the Escrow Agent. In
the
event that both the earnings per share reported in the Annual Report on Form
10-KSB of the Company for the fiscal year ending December 31, 2008, as filed
with the Commission, is equal to or greater than the 2008 Guaranteed EPS and
the
after tax net income reported in the Annual Report on Form 10-KSB of the Company
for the fiscal year ending December 31, 2008, as filed with the Commission,
is
equal to or greater than the 2008 Guaranteed ATNI,
Xxxx
shall provide written instructions to the Escrow Agent for the release of the
2008 Make Good Shares to the Make Good Pledgor or to the registered holder
of
such shares who originally deposited such shares with the Escrow
Agent.
2
b. In
connection with the foregoing, Make Good Pledgor agrees that within five Trading
Days following execution of the Purchase Agreement, Make Good Pledgor will
deposit all potential 2007 Make Good Shares and 2008 Make Good Shares into
escrow in accordance with this Agreement along with bank signature stamped
stock
powers executed in blank (or such other signed instrument of transfer acceptable
to the Company’s transfer agent), and the handling and disposition of the 2007
Make Good Shares and 2008 Make Good Shares shall be governed by this Agreement.
The Make Good Pledgor hereby agrees that its obligation to transfer shares
of
Common Stock to Investors pursuant to Section 4.11 of the Purchase Agreement
shall continue to run to the benefit of an Investor who shall have transferred
or sold all or any portion of its Securities, and that Investors shall have
the
right to assign its rights to receive all or any such shares of Common Stock
to
other Persons in conjunction with negotiated sales or transfers of any of its
Securities.
c. The
Company covenants and agrees that upon any transfer of 2007 Make Good Shares
or
2008 Make Good Shares to the Investors in accordance with this Agreement, the
Company shall promptly instruct its transfer agent to reissue such 2007 Make
Good Shares or 2008 Make Good Shares in the applicable Investor’s name and
deliver the same as directed by such Investor.
3
d. Notwithstanding
anything to the contrary in this Section 4, if the Closing occurs, however,
the
parties terminate the SPA in accordance with Section 6.5 thereof prior to the
occurrence of the Second Closing, then (i) the number of shares
of
Common Stock
constituting the 2007 Make Good Shares shall be equal to 1,973,684, and (ii)
the
number of shares of Common Stock constituting the 2008 Make Good Shares shall
be
equal to 1,973,684. In such event, all references to 2007 Make Good Shares
and
2008 Make Good Shares contained in this Agreement would be deemed modified
to
the extent provided in the immediately preceding sentence.
5.
Duration.
This
Make Good Agreement shall terminate on the distribution of all the Escrow
Shares. The Company agrees to provide the Escrow Agent written notice of the
filing with the Commission of any financial statements or reports referenced
herein.
6.
Escrow Shares.
If any
Escrow Shares are deliverable to the Investors pursuant to the SPA and in
accordance with this Make Good Agreement, (i) Make Good Pledgor covenants and
agrees to execute all such instruments of transfer (including stock powers
and
assignment documents) as are customarily executed to evidence and consummate
the
transfer of the Escrow Shares from Make Good Pledgor to the Investors and (ii)
following its receipt of the documents referenced in Section 6(i), the Company
covenants and agrees to promptly reissue such Escrow Shares in the applicable
Investor’s name and deliver the same as directed by such Investor. Until such
time as (if at all) the Escrow Shares are required to be delivered pursuant
to
the SPA and in accordance with this Make Good Agreement, any dividends payable
in respect of the Escrow Shares and all voting rights applicable to the Escrow
Shares shall be retained by Make Good Pledgor. Should the Escrow Agent receive
dividends or voting materials, such items shall be passed immediately on to
the
Make Good Pledgor and shall not be invested or held for any time longer than
is
needed to effectively re-route such items to the Make Good Pledgor.
7.
Interpleader.
Should
any controversy arise among the parties hereto with respect to this Make Good
Agreement or with respect to the right to receive the Escrow Shares, Escrow
Agent and/or Xxxx shall have the right to consult counsel and/or to institute
an
appropriate interpleader action to determine the rights of the parties. Escrow
Agent and/or Xxxx are also each hereby authorized to institute an appropriate
interpleader action upon receipt of a written letter of direction executed
by
the parties so directing either Escrow Agent or Xxxx. If Escrow Agent or Xxxx
is
directed to institute an appropriate interpleader action, it shall institute
such action not prior to thirty (30) days after receipt of such letter of
direction and not later than sixty (60) days after such date. Any interpleader
action instituted in accordance with this Section 7 shall be filed in any court
of competent jurisdiction in the State of New York or the State of California,
and the Escrow Shares in dispute shall be deposited with the court and in such
event Escrow Agent and Xxxx shall be relieved of and discharged from any and
all
obligations and liabilities under and pursuant to this Make Good Agreement
with
respect to the Escrow Shares and any other obligations hereunder.
4
8. Exculpation
and Indemnification of Escrow Agent and Xxxx.
a. Escrow
Agent is not a party to, and is not bound by or charged with notice of any
agreement out of which this escrow may arise. Escrow Agent acts under this
Make
Good Agreement as a depositary only and is not responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity
of
the subject matter of the escrow, or any part thereof, or for the form or
execution of any notice given by any other party hereunder, or for the identity
or authority of any person executing any such notice. Escrow Agent will have
no
duties or responsibilities other than those expressly set forth herein. Escrow
Agent will be under no liability to anyone by reason of any failure on the
part
of any party hereto (other than Escrow Agent) or any maker, endorser or other
signatory of any document to perform such person's or entity's obligations
hereunder or under any such document. Except for this Make Good Agreement and
instructions to Escrow Agent pursuant to the terms of this Make Good Agreement,
Escrow Agent will not be obligated to recognize any agreement between or among
any or all of the persons or entities referred to herein, notwithstanding its
knowledge thereof. Xxxx’x sole obligation under this Make Good Agreement is to
provide written instruction to Escrow Agent (following such time as the Company
files certain periodic financial reports as specified in Section 4 hereof)
directing the distribution of the Escrow Shares. Xxxx will provide such written
instructions upon review of the relevant earnings per share and/or After-Tax
Net
Income amount reported in such periodic financial reports as specified in
Section 4 hereof. Xxxx is not charged with any obligation to conduct any
investigation into the financial reports or make any other investigation related
thereto. In the event of any actual or alleged mistake or fraud of the Company,
its auditors or any other person (other than Xxxx) in connection with such
financial reports of the Company, Xxxx shall have no obligation or liability
to
any party hereunder.
b. Escrow
Agent will not be liable for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, absent gross negligence or willful
misconduct. Escrow Agent may rely conclusively on, and will be protected in
acting upon, any order, notice, demand, certificate, or opinion or advice of
counsel (including counsel chosen by Escrow Agent), statement, instrument,
report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is reasonably believed
by Escrow Agent to be genuine and to be signed or presented by the proper person
or persons. The duties and responsibilities of the Escrow Agent hereunder shall
be determined solely by the express provisions of this Make Good Agreement
and
no other or further duties or responsibilities shall be implied, including,
but
not limited to, any obligation under or imposed by any laws of the State of
New
York upon fiduciaries.
c. The
Company and Make Good Pledgor each hereby, jointly and severally, indemnify
and
hold harmless each of Escrow Agent, Xxxx and any of their principals, partners,
agents, employees and affiliates from
and
against any expenses, including reasonable attorneys' fees and disbursements,
damages or losses suffered by Escrow Agent or Xxxx in connection with any claim
or demand, which, in any way, directly or indirectly, arises out of or relates
to this Make Good Agreement or the services of Escrow Agent or Xxxx hereunder;
except, that if Escrow Agent or Xxxx is guilty of willful misconduct, gross
negligence or fraud under this Make Good Agreement, then Escrow Agent or Xxxx,
as the case may be, will bear all losses, damages and expenses arising as a
result of such willful misconduct, gross negligence or fraud. Promptly after
the
receipt by Escrow Agent or Xxxx of notice of any such demand or claim or the
commencement of any action, suit or proceeding relating to such demand or claim,
Escrow Agent or Xxxx, as the case may be, will notify the other parties hereto
in writing. For the purposes hereof, the terms “expense” and “loss” will include
all amounts paid or payable to satisfy any such claim or demand, or in
settlement of any such claim, demand, action, suit or proceeding settled with
the express written consent of the parties hereto, and all costs and expenses,
including, but not limited to, reasonable attorneys' fees and disbursements,
paid or incurred in investigating or defending against any such claim, demand,
action, suit or proceeding. The provisions of this Section 8 shall survive
the
termination of this Make Good Agreement.
5
9.
Compensation of Escrow Agent.
Escrow
Agent shall be entitled to compensation for its services as stated in the fee
schedule attached hereto as Exhibit
B,
which
compensation shall be paid by the Company. The fee agreed upon for the services
rendered hereunder is intended as full compensation for Escrow Agent's services
as contemplated by this Make Good Agreement; provided,
however,
that in
the event that Escrow Agent renders any material service not contemplated in
this Make Good Agreement, or there is any assignment of interest in the subject
matter of this Make Good Agreement, or any material modification hereof, or
if
any material controversy arises hereunder, or Escrow Agent is made a party
to
any litigation pertaining to this Make Good Agreement, or the subject matter
hereof, then Escrow Agent shall be reasonably compensated by the Company for
such extraordinary services and reimbursed for all costs and expenses, including
reasonable attorney's fees, occasioned by any delay, controversy, litigation
or
event, and the same shall be recoverable from the Company. Prior
to
incurring any costs and/or expenses in connection with the foregoing sentence,
Escrow Agent shall be required to provide written notice to the Company of
such
costs and/or expenses and the relevancy thereof and Escrow Agent shall not
be
permitted to incur any such costs and/or expenses prior to receiving written
approval from the Company, which approval shall not be unreasonably
withheld.
10.
Resignation of Escrow Agent.
At any
time, upon ten (10) days' written notice to the Company, Escrow Agent may resign
and be discharged from its duties as Escrow Agent hereunder. As soon as
practicable after its resignation, Escrow Agent will promptly turn over to
a
successor escrow agent appointed by the Company the Escrow Shares held hereunder
upon presentation of a document appointing the new escrow agent and evidencing
its acceptance thereof. If, by the end of the 10-day period following the giving
of notice of resignation by Escrow Agent, the Company shall have failed to
appoint a successor escrow agent, Escrow Agent may interplead the Escrow Shares
into the registry of any court having jurisdiction.
6
11.
Records.
Escrow
Agent shall maintain accurate records of all transactions hereunder. Promptly
after the termination of this Make Good Agreement or as may reasonably be
requested by the parties hereto from time to time before such termination,
Escrow Agent shall provide the parties hereto, as the case may be, with a
complete copy of such records, certified by Escrow Agent to be a complete and
accurate account of all such transactions. The authorized representatives of
each of the parties hereto shall have access to such books and records at all
reasonable times during normal business hours upon reasonable notice to Escrow
Agent and at the requesting party’s expense.
12.
Notice.
All
notices, communications and instructions required or desired to be given under
this Make Good Agreement must be in writing and shall be deemed to be duly
given
if sent by registered or certified mail, return receipt requested, or overnight
courier, to the addresses listed on the signature page hereto.
13.
Execution in Counterparts.
This
Make Good Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
14.
Assignment and Modification.
This
Make Good Agreement and the rights and obligations hereunder of any of the
parties hereto may not be assigned without the prior written consent of the
other parties hereto. Subject to the foregoing, this Make Good Agreement will
be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and permitted assigns. No other person will acquire or
have any rights under, or by virtue of, this Make Good Agreement. No portion
of
the Escrow Shares shall be subject to interference or control by any creditor
of
any party hereto, or be subject to being taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of any such
party hereto prior to the disbursement thereof to such party hereto in
accordance with the provisions of this Make Good Agreement. This Make Good
Agreement may be amended or modified only in writing signed by all of the
parties hereto.
15.
Applicable Law.
This
Make Good Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the principles of
conflicts of laws thereof.
16.
Headings.
The
headings contained in this Make Good Agreement are for convenience of reference
only and shall not affect the construction of this Make Good Agreement.
17.
Attorneys' Fees.
If any
action at law or in equity, including an action for declaratory relief, is
brought to enforce or interpret the provisions of this Make Good Agreement,
the
prevailing party shall be entitled to recover reasonable attorneys' fees from
the other party (unless such other party is the Escrow Agent or Xxxx), which
fees may be set by the court in the trial of such action or may be enforced
in a
separate action brought for that purpose, and which fees shall be in addition
to
any other relief that may be awarded.
7
18.
Authorized Signers.
The
Company will execute Exhibit
C-1
and
deliver an executed Exhibit
C-2
to this
Make Good Agreement concurrent with the execution hereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
8
IN
WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as
of
the date set forth opposite their respective names.
|
COMPANY:
By:
/s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
President
and Chief Executive Officer
Address:
Xxxx
X
Xxxxx
0
Xxxx
Xx Xxxxx Xxxx
Xxxxxxxxxxxx
Shenzhen,
Guangdong, 518040
People’s
Republic of China
Attn.:
Jiang Huai Xxx
XXXXX
XXXX XXX:
/s/
Jiang Xxxx
Xxx
Address:
c/o
Irish Mag, Inc.
Unit
D
Block
2
Tian
An Cyber Park
Chengongmiao
Shenzhen,
Guangdong, 518040
People’s
Republic of China
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR OTHER PARTIES
FOLLOWS]
|
INVESTORS:
THE
PINNACLE FUND, L.P.
By:
/s/
Xxxxx X.
Xxxx
Xxxxx
X. Xxxx,
Sole
Member, Pinnacle Fund Management, L.L.C.,
the
General Partner of Pinnacle Advisors, L.P.,
the
General Partner of The Pinnacle Fund, L.P.
Address:
The
Pinnacle Fund, L.P.
0000
Xxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxx,
XX 00000
Attention:
Xxxxx X. Xxxx
Tel:
000-000-0000
Fax:
000-000-0000
xx@xxxxxxxxxxxx.xxx
PINNACLE
CHINA FUND, L.P.
By:
/s/
Xxxxx X.
Xxxx
Xxxxx
X. Xxxx,
Manager,
Kitt China Management, L.L.C.,
the
Manager of Pinnacle China Management, L.L.C.,
the
General Partner of Pinnacle China Advisors, L.P.,
the
General Partner of Pinnacle China Fund, L.P.
Address:
Pinnacle
China Fund, L.P.
0000
Xxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxx,
XX 00000
Attention:
Xxxxx X. Xxxx
Tel:
000-000-0000
Fax:
000-000-0000
xx@xxxxxxxxxxxxxxxxx.xxx
|
|
ESCROW
AGENT:
SECURITIES
TRANSFER CORPORATION
By: /s/
Xxxxx Xxxxxx,
Xx.
Xxxxx
Xxxxxx, Xx.
President
Address:
Securities
Transfer Corporation
0000
Xxxxxx Xxxxxxx Xxxxx 000
Xxxxxx,
XX 00000
|
|
XXXX:
XXXX
CAPITAL PARTNERS, LLC
By:
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Managing
Director
Address:
Xxxx
Capital Partners, LLC
00
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
|
Exhibit
A
ESCROW
SHARES TO BE ISSUED TO INVESTORS
|
Make
Good (2007)
|
Make
Good (2008)
|
|
|
Institution
Legal Name
|
||
|
The
Pinnacle Fund, L.P.
|
1,973,684
|
1,973,684
|
|
Pinnacle
China Fund, L.P.
|
1,973,684
|
1,973,684
|
|
TOTAL
|
3,947,368
|
3,947,368
|
Exhibit
A
Exhibit
B
ESCROW
AGENT FEES
US
$1,500
Exhibit
B
Make
Good Escrow Agreement
Exhibit
C-1
CERTIFICATE
AS TO AUTHORIZED SIGNATURES
Account
Name:
Account
Number:
The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as authorized representatives of the Company and are
authorized to initiate and approve transactions of all types for the
above-mentioned account on behalf of the Company.
|
Name
/ Title
|
Specimen
Signature
|
|
|
|
|
|
|
|
|
|
|
Jiang
Xxxx Xxx
President
and Chief Executive Officer
|
_______________________________
Signature
|
|
|
|
|
|
|
|
|
|
|
Xxx
Xxxxx Xxxxx
Vice-
President
|
_______________________________
Signature
|
Exhibit
C-1
Make
Good Escrow Agreement
Exhibit
C-2
CERTIFICATE
AS TO AUTHORIZED SIGNATURES
Account
Name:
Account
Number:
The
specimen signatures shown below are the specimen signatures of the individual
who has been designated as the authorized representative of the Investors and
is
authorized to provide the documents, instruments and/or consents, including
the
written consents specified in Section 4, relating to the Investors and specified
in the Make Good Agreement.
|
Name
/ Title
|
Specimen
Signature
|
|
Xxxxx
X. Xxxx
Sole
Member, Pinnacle Fund Management, L.L.C.,
the
General Partner of Pinnacle Advisors, L.P.,
the
General Partner of The Pinnacle Fund, L.P.
|
_______________________________
Signature
|
|
Xxxxx
X. Xxxx
Sole
Member, Kitt China Management, L.L.C.,
the
Manager of Pinnacle China Management, L.L.C.,
the
General Partner of Pinnacle China Advisors, L.P.,
the
General Partner of Pinnacle China Fund, L.P.
|
_______________________________
Signature
|
Exhibit
C-2
Make
Good Escrow Agreement
