MAKE GOOD ESCROW AGREEMENT
Exhibit
10.2
This
Make
Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May
3,
2007, is entered into by and among Millennium Quest, Inc., a Delaware
corporation (the "Company"), Sterne Agee & Xxxxx, Inc., as agent (“Sterne”),
Xxxxxxx Xxxxxxx and Xx Xxxx, each in their individual capacities (each a "Make
Good Pledgor" and together the "Make Good Pledgors"), and Securities Transfer
Corporation, as escrow agent ("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 May 3,
2007
(the "Purchase Agreement"), 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 Purchase Agreement, Make Good Pledgors agreed to place
the
Escrow Shares (as defined in Section 3 hereto) into escrow for the benefit
of
the Investors in the event the Company fails to satisfy certain After-Tax Net
Income thresholds.
WHEREAS,
pursuant to the requirements of the Purchase Agreement, the Company and Make
Good Pledgors have agreed to establish an escrow on the terms and conditions
set
forth in this Make Good Agreement;
WHEREAS,
Sterne has agreed to act as agent for the Investors in connection with this
Make
Good Agreement pursuant to the terms and conditions of that certain Agency
Agreement, dated as of the date hereof, by and among Sterne and the Investors;
and
WHEREAS,
the Escrow Agent has agreed to act as escrow agent pursuant to the terms and
conditions of this Make Good Agreement.
NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:
1.
Definitions.
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement.
2.
Appointment
of Escrow Agent.
Make
Good Pledgors, Agent and the Company hereby appoint 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.
3.
Establishment
of Escrow.
Upon
the execution of this Make Good Agreement, Make Good Pledgors shall deliver,
or
cause to be delivered, to the Escrow Agent certificates evidencing a number
of
shares of the Series B Preferred Stock equal to the 2007 Make Good Shares and
the 2008 Make Good Shares, along with undated stock powers
with Medallion guarantees, in the form and number acceptable to the Investors
in
their reasonable discretion, (or such other signed instrument of transfer
acceptable to the Company’s Transfer Agent (as defined in Section 5a below)).
The 2007 Make Good Shares and the 2008 Make Good Shares are collectively
referred to as the “Escrow Shares”.
4.
Representations
of Make Good Pledgors.
Each
Make Good Pledgor hereby represents and warrants to Sterne and the Investors
as
follows:
a. Such
Make
Good Pledgor has all individual power and authority to enter into this Agreement
and to carry out its obligations hereunder. This Agreement has been duly
executed by such Make Good Pledgor, and when delivered by such Make Good Pledgor
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of such Make Good Pledgor, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
b. Immediately
prior to the closing of the transactions under the Share Exchange Agreement,
Xxxxxxx Xxxxxxx was the sole record and beneficial owner of all of the
outstanding capital shares of Lorain, as the term beneficial owner is defined
under Rule 13d-3(d) under the Exchange Act, free and clear of all pledges,
liens
and encumbrances. Xxxxxxx Xxxxxxx is the sole record owner, and Xxxxxxx Xxxxxxx
and Xx Xxxx are the sole beneficial owners of the Escrowed Shares, as the term
beneficial owner is defined under Rule 13d-3(d) under the Exchange Act, free
and
clear of all pledges, liens and encumbrances.
c. All
of
the Escrow Shares are, and as to any Underlying Shares when issued upon
conversions will be, 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.
d. 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 Pledgors pursuant
to the terms of any indenture, mortgage, deed of trust or other agreement or
instrument binding upon Make Good Pledgors, other than such breaches, defaults
or liens which would not have a material adverse effect taken as a whole.
5.
Disbursement
of Escrow Shares.
a. Fiscal
Year Ended December 31, 2007.
Make
Good Pledgors agree that that if the After-Tax Net Income for the fiscal year
ended December
31, 2007
reported
in the Company’s 2007 Annual Report, and as adjusted in accordance with Section
5.2(d) of the Purchase Agreement, is less than the 2007 Guaranteed ATNI,
Sterne
shall provide written instruction (with a copy to the Company) to the Escrow
Agent to instruct
the
Company’s transfer agent (“Transfer Agent”) to transfer to each Investor their
pro rata share of the 2007 Make Good Shares as determined under Section 5.2(e)
of the Purchase Agreement. The Escrow Agent need only rely on the letter of
instruction from Sterne in this regard and will disregard any contrary
instructions. The Escrow Agent shall be entitled to rely on the calculations
provided by Sterne in releasing the Escrow Shares for disbursement, with no
further responsibility to calculate or confirm amounts. If the Company’s 2007
Annual Report reflect that the 2007 Guaranteed ATNI has been achieved, no
transfer of the 2007 Make Good Shares shall be required by this Section and
Sterne shall provide written instruction (with a copy to the Company) to the
Escrow Agent to return all 2007 Make Good Shares deposited with the Escrow
Agent
to the Make Good Pledgors within seven Business Days after the date which the
2007 Annual Report is filed with the Commission, provided that Escrow Agent
is
given notice by Sterne of the 2007 Annual Report’s filing and results. Subject
to the timing of the Transfer Agent, transfers of 2007 Make Good Shares required
under this Section shall be made to Investors within seven Business Days after
the date which the 2007 Annual Report is filed with the Commission, provided
that Escrow Agent is given notice by Sterne of the 2007 Annual Report’s filing
and results.
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b. Fiscal
Year Ending December 31, 2008.
The
Make Good Pledgors agree that if the Company’s After-Tax Net Income for the
fiscal year ended December 31, 2008 reported in the Company’s 2008 Annual
Report, and as adjusted in accordance with Section 5.2(d) of the Purchase
Agreement, is less than the 2008 Guaranteed ATNI, Sterne shall provide written
instruction (with a copy to the Company) to the Escrow Agent to instruct the
Transfer Agent to transfer to each Investor their pro rata share of the 2008
Make Good Shares as determined under Section 5.2(e) of the Purchase Agreement.
The Escrow Agent need only rely on the letter of instruction from Sterne in
this
regard and will disregard any contrary instructions. The Escrow Agent shall
be
entitled to reply on the calculations provided by Sterne in releasing the Escrow
Shares for disbursement, with no further responsibility to calculate or confirm
amounts. If the Company’s 2008 Annual Report reflect that the 2008 Guaranteed
ATNI has been achieved, no transfer of the 2008 Make Good Shares shall be
required by this Section and Sterne shall provide written instruction (with
a
copy to the Company) to the Escrow Agent to return all 2008 Make Good Shares
deposited with the Escrow Agent to the Make Good Pledgors within seven Business
Days after the date which the 2008 Annual Report is filed with the Commission,
provided that Escrow Agent is given notice by Sterne of the 2008 Annual Report’s
filing and results. Subject to the timing of the Transfer Agent, transfers
of
2008 Make Good Shares required under this Section shall be made to Investors
within seven Business Days after the date which the 2008 Annual Report is filed
with the Commission, provided that Escrow Agent is given notice by Sterne of
the
2008 Annual Report’s filing and results.
c. In
connection with the foregoing, Make Good Pledgors agree that within one business
day following execution of the Purchase Agreement, Make Good Pledgors will
deposit the 2007 Make Good Shares and 2008 Make Good Shares into escrow in
accordance with this Agreement along with undated stock powers with Medallion
guarantees (or with such other instruments of transfer as in accordance with
the
requirements of the Company’s transfer agent), in the form and number acceptable
to the Investors in their reasonable discretion, and the handling and
disposition of the 2007 Make Good Shares and 2008 Make Good Shares in accordance
with Section 5(a) and 5(b) of this Agreement. The parties hereby agree that
the
Investors shall not have the right to assign its rights to receive all or any
2007 Make Good Shares and 2008 Make Good Shares in conjunction with negotiated
sales or transfers of any of its Shares or, in the case of their conversion,
Underlying Shares ( collectively, the “Securities”).
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d. The
parties hereby agree that the Make Good Pledgors’ obligation to transfer Escrow
Shares to the Investors pursuant to Section 5.2 of the Purchase Agreement shall
not continue to run to the benefit of any Securities transferred or sold by
the
Investors prior to a Make Good Determination Date. In the event an Investor
transfers or sells prior to the Make Good Determination Date relating to the
2008 Make Good Shares a portion of its Securities, the Escrow Agent shall,
upon
instruction from Sterne, return to the Make Good Pledgors a portion of 2008
Make
Good Shares and, if the Investor transfer or sale takes place prior to the
Make
Good Determination Date relating to the 2007 Make Good Shares, a portion of
the
2007 Make Good Shares equal to the initial number of 2008 Make Good Shares
and,
if appropriate, 2007 Make Good Shares multiplied by a fraction the numerator
of
which is the number of Securities involved in the particular Investor sale
or
transfer and denominator is the total amount of Securities originally purchased
by all Investors under Purchase Agreement. Any of the Escrowed Shares to
returned to the Make Good Pledgors hereunder shall,
subject
to the timing of the Transfer Agent, be returned to the Make Good Pledgors
within seven Business Days after the date which the Company’s 2007 Annual Report
or 2008 Annual Report, as applicable, is filed with the Commission.
Sterne
shall provide Escrow Agent with specific notice of those Escrow Shares which
shall be delivered back to the Make Good Pledgors for the above-listed reason.
Escrow Agent will in turn notify the Transfer Agent of such instructions. Escrow
Agent shall under no circumstances be responsible for instructions it does
not
receive or instructions it receives after Escrow Agent has instructed the
Transfer Agent.
e. The
Escrow Agent 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 Escrow Agent shall promptly instruct the 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.
f. The
Company and Made Good Pledgors covenant and agree, to provide the Escrow Agent
with certified tax identification numbers by furnishing appropriate forms W-9
or
W-8 and such other forms and documents that the Escrow Agent may request,
including appropriate W-9 or W-8 forms for each Investor. The Company and Make
Good Pledgors understand that if such tax reporting documentation is not
provided and certified to the Escrow Agent, the Escrow Agent may be required
by
the Internal Revenue Code of 1986, as amended, and the Regulations promulgated
thereunder, to withhold a portion of any interest or other income earned on
the
investment of the Escrow Property.
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g. The
Company and the Escrow Agent covenant and agree to provide, and cause others
under their control to provide, to Sterne, on a timely basis, any documents
or
information Sterne may require in its reasonable discretion in order to carry
out and enforce the terms and duties under this Make Good Agreement.
6.
Duration.
This
Make Good Agreement shall terminate on the sooner of (i) the distribution of
all
the Escrow Shares or (ii) June 30, 2009. The Company agrees to promptly provide
the Escrow Agent written notice of the filing with the Commission of any
financial statements or reports referenced herein.
7.
Escrow
Shares.
If any
Escrow Shares are deliverable to the Investors pursuant to the Purchase
Agreement and in accordance with this Make Good Agreement, (i) Make Good
Pledgors 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
Pledgors to the Investors, to the extent not done so in accordance with Section
5, and (ii) following its receipt of the documents referenced in Section 5,
the
Company and Escrow Agent covenant and agree to cooperate with the Transfer
Agent
so that the Transfer Agent promptly reissues such Escrow Shares in the
applicable Investor’s name and delivers 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 Purchase Agreement 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 Pledgors.
Should the Escrow Agent receive dividends or voting materials, such items shall
not be held by the Escrow Agent, but shall be passed immediately on to the
Make
Good Pledgors and shall not be invested or held for any time longer than is
needed to effectively re-route such items to the Make Good
Pledgors.
8.
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 Sterne shall have the right to consult and hire counsel and/or
to
institute an appropriate interpleader action to determine the rights of the
parties. Escrow Agent and/or Sterne 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 Sterne. If Escrow
Agent or Sterne 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 8 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 Sterne 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.
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9.
Exculpation
and Indemnification of Escrow Agent and Sterne.
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. Sterne’s 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 5 hereof)
directing the distribution of the Escrow Shares. Sterne 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 5 hereof. Sterne 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 Sterne)
in
connection with such financial reports of the Company, Sterne 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. THE
ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES,
LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN
DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY
RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II)
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF THE ESCROW AGENT HAS
BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE
FORM
OF ACTION.
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c. The
Company and Make Good Pledgors each hereby, jointly and severally, indemnify
and
hold harmless each of Escrow Agent, Sterne 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 Sterne 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 Sterne
hereunder; except, that if Escrow Agent or Sterne is guilty of willful
misconduct or gross negligence under this Make Good Agreement, then Escrow
Agent
or Sterne, as the case may be, will bear all losses, damages and expenses
arising as a result of its own willful misconduct or gross negligence. Promptly
after the receipt by Escrow Agent or Sterne 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 Sterne, 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, and the resignation
or removal of the Escrow Agent.
10.
Compensation
of Escrow Agent.
Escrow
Agent shall be entitled to compensation for its services as stated in the fee
schedule attached hereto as Exhibit
A,
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.
7
11.
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.
12.
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.
13.
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 pages hereto.
14.
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.
15.
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.
16.
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.
8
17.
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.
18.
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), 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.
19.
Merger
or Consolidation.
Any
corporation or association into which the Escrow Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer all or substantially all of its corporate trust business and assets
as
a whole or substantially as a whole, or any corporation or association resulting
from any such conversion, sale, merger, consolidation or transfer to which
the
Escrow Agent is a party, shall be and become the successor escrow agent under
this Escrow Agreement and shall have and succeed to the rights, powers, duties,
immunities and privileges as its predecessor, without the execution or filing
of
any instrument or paper or the performance of any further act.
[REMAINDER
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IN
WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as
of
the date set forth opposite their respective names.
| COMPANY: | |
|
MILLENNIUM QUEST, INC.
By:/s/Xx
Xxxx
Name:
Xx Xxxx
Title:
Chief Executive Officer
Address:
Beihuan
Zhong Road
Junan
County
Shandong,
China 276600
Attn:
Xx Xxxx
Facsimile:
00-000-0000000
|
|
|
MAKE
GOOD PLEDGORS
Xxxxxxx
Xxxxxxx:
/s/Xxxxxxx
Xxxxxxx
Address:
Beihuan
Zhong Road
Junan
County
Shandong,
China 276600
Facsimile:
00-000-0000000
Xx
Xxxx:
/s/Xx
Xxxx
Address:
Beihuan
Zhong Road
Junan
County
Shandong,
China 276600
Facsimile:
00-000-0000000
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE
PAGE
FOR
OTHER PARTIES FOLLOWS]
| ESCROW AGENT: | |
|
SECURITIES
TRANSFER CORPORATION,
as
Escrow Agent
|
|
| By:/s/Xxxxx
X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx., President
Address:
0000
Xxxxxx Xxxxxxx Xxxxx 000
Xxxxxx
Xxxxx 00000
Attn:
Xxxxx X. Xxxxxx, Xx.
Facsimile:
(000) 000-0000
|
|
|
AGENT:
STERNE
AGEE & XXXXX, INC.
By:/s/Xxxx
Xxxx
Xxxx Xxxx,
Managing Director, Capital Markets
Address:
Sterne
Agee & Xxxxx, Inc.
000
Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxxxxx 00000
Attn:
Xxxx Xxxx
Facsimile:
(000) 000-0000
|
