HOLDBACK ESCROW AGREEMENT
EXHIBIT
E
This
Holdback Escrow Agreement, dated as of March 12, 2008 (this “Agreement”),
is
entered
into by and among First
Growth Investors, Inc., a Nevada corporation
(the
“Company”),
the
investors set forth on Exhibit
A
and
signatory hereto (collectively, the “Investors”),
and
Tri-State
Title & Escrow, LLC
(the
“Escrow
Agent”).
WITNESSETH:
WHEREAS,
the Company proposes
to make a private offering to the Investors
(the
“Offering”)
of the
Company’s common stock, par value $0.001 per share pursuant
to that
certain Securities Purchase Agreement, dated as of the date hereof, by and
among
the Company, the Investors and certain other parties signatory thereto
(the
“Securities
Purchase Agreement”),
in an
aggregate amount of approximately Twenty One Million Dollars ($21,000,000)
(capitalized
terms used but not otherwise defined herein shall have the respective meanings
given to such terms in the Securities Purchase Agreement);
WHEREAS,
pursuant to the Securities Purchase Agreement and the Closing Escrow Agreement,
the Company has agreed that an aggregate of $1,750,000 of the aggregate
Investment Amounts paid by Investors to the escrow account established in
accordance with the Closing Escrow Agreement (the “Escrowed
Funds”),
will
be deposited at Closing with the Escrow Agent, to continue to be held in
escrow,
administered and distributed as described in Section 4.14 of the Securities
Purchase Agreement and in accordance with Section 3 of this
Agreement;
and
WHEREAS,
as a material inducement for the Investors to
enter
into the Securities Purchase Agreement and consummate the Closing, the Company
and Escrow Agent have agreed to enter into this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby agree as follows:
1. Appointment
of Escrow Agent.
The
Company hereby appoints Escrow Agent to act as escrow
agent in accordance with the terms of this Agreement, and the Escrow
Agent
hereby accepts such appointment.
2. Delivery
of the Escrowed Funds.
2.1 The
Company hereby directs that the Escrowed
Funds be delivered simultaneously with the Closing to the Escrow Agent’s account
(the “Escrow
Account”)
as
follows:
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Bank
Name:
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[
]
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Bank
Address:
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[
]
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ABA
Number:
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[
]
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Beneficiary:
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[
]
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Beneficiary
A/C:
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[
]
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Ultimate
beneficiary:
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[
]
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Ultimate
A/C:
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[
]
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$1,750,000
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1
3. Escrow
Agent to Hold and Disburse Escrowed Funds.
Promptly following the Closing, the Escrow Agent will provide written notice
to
the Company (for simultaneous distribution to the Investors) that the Escrow
Agent has received the entire amount of Escrowed Funds in the Escrow Account.
The Escrow Agent will hold and
disburse the Escrowed Funds received by it pursuant to the terms of this
Agreement, as follows:
3.1 Board
Holdback Escrow.
Pursuant to Section 4.14(a) of the Securities Purchase Agreement, the Company
has undertaken that no later than 180 days following the Closing Date, the
Board
of Directors of the Company shall be comprised of a minimum of five members
(at
least two of whom shall be fluent English speakers who possess
experience such that he or she can fulfill its fiduciary obligations and other
responsibilities as a director of
a
United States publicly listed company), a majority of which shall be
“independent directors” as such term is defined in NASDAQ Marketplace Rule
4200(a)(15). Accordingly,
$750,000
(the
“Board
Holdback Escrow
Amount”)
of the
Escrowed Funds is to be held in the Escrow Account subject to the satisfaction
of the Company’s obligations under this Section 3.1 and Section 4.14(a) of the
Securities Purchase Agreement and subject to the provisions of Section 4.14(d)
of the Securities Purchase Agreement and Section 3.4 of this Agreement with
respect to payment of partial liquidated damages to Investors from such amount.
Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.1
and Section 4.14(a) of the Securities Purchase Agreement, the Company and
Investors that have invested at least a majority of the total Investment Amount
under the Purchase Agreement (a “Majority
in Interest of the Investors”)
shall
execute and deliver written instructions with reference to this Section 3.1
to
release the Board Holdback Escrow Amount to the Company (“Instructions
to Release Board Holdback”).
Within one (1) Business Day following its receipt of Instructions to Release
Board Holdback (with wire instructions attached) jointly executed by the Company
and a Majority in Interest of the Investors, the Escrow Agent shall distribute
the Board Holdback Escrow Amount, less any portion thereof previously required
to be distributed to Investors as partial liquidated damages in accordance
with
Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this
Agreement, in accordance with such written instructions.
2
3.2 CFO
Holdback Escrow.
Pursuant
to Section 4.14(b) of the Securities Purchase Agreement, the Company has
undertaken that
no
later than 180 days following the Closing Date, the Company will hire a
full-time chief financial officer who has experience as the chief financial
officer of a United States public reporting company and who is (i) a certified
public accountant, (ii) fluent in English, and (iii) familiar with (x) GAAP
and
(y) auditing procedures and compliance for United States public companies (such
a chief financial officer being referred to as a “Qualified
CFO”).
The
Company shall enter into an employment agreement with the Qualified CFO for
a
term of no less than two years. Should the Qualified CFO be dismissed at any
time prior to the later to occur of the second anniversary of (x) his or her
employment agreement or (y) the Closing Date, then the Company shall replace
the
Qualified CFO with a chief financial officer who fits the criteria set forth
herein as soon as practicable. By
9:00
a.m. (New York time) on the second Trading Day following the hiring of such
Qualified CFO, the Company will file a Current Report on Form 8-K disclosing
the
information required by Item 5.02 of Form 8-K.
Accordingly, $750,000
(the
“CFO
Holdback Escrow
Amount”)
of the
Escrowed Funds is to be held in the Escrow Account subject to the satisfaction
of the Company’s obligations under this Section 3.2 and Section 4.14(b) of the
Securities Purchase Agreement and subject to the provisions of Section 4.14(d)
of the Securities Purchase Agreement and Section 3.4 of this Agreement with
respect to payment of partial liquidated damages to Investors from such amount.
Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2
and Section 4.14(b) of the Securities Purchase Agreement, the Company and a
Majority in Interest of the Investors shall execute and deliver written
instructions with reference to this Section 3.2 to release the CFO Holdback
Escrow Amount to the Company (“Instructions
to Release CFO Holdback”).
Within one (1) Business Day following its receipt of Instructions to Release
CFO
Holdback (with wire instructions attached) jointly executed by the Company
and a
Majority in Interest of the Investors, the Escrow Agent shall distribute the
CFO
Holdback Escrow Amount, less any portion thereof previously required to be
distributed to Investors as partial liquidated damages in accordance with
Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this
Agreement, in accordance with such written instructions.
3.3 IR
Holdback Escrow.
Pursuant to Section 4.14(c) of the Securities Purchase Agreement, the Company
has undertaken that
no
later than sixty (60) days following the Closing Date, the Company shall have
hired either of CCG Elite, Hayden Communications, or Integrated Corporate
Relations as it’s investor relations firm. Accordingly,
$250,000
(the
“IR
Holdback Escrow
Amount”)
of the
Escrowed Funds is to be held in the Escrow Account subject to the satisfaction
of the Company’s obligations under this Section 3.3 and Section 4.14(c) of the
Securities Purchase Agreement. The
IR
Holdback Escrow Amount shall remain in the Escrow Account and shall only be
released by the Escrow Agent to the Company upon the Escrow Agent’s receipt of
written notice from the Company and a Majority in Interest of the Investors
that
the Company has hired the aforementioned investor relations firms and then
only
to the extent that the Company provides evidence of investor relations related
expenses. From time to time as the Company incurs investor relations related
expenses, it shall reflect such amount on written instructions with reference
to
this Section 3.3 to release a portion of the IR Holdback Escrow Amount to the
Company (“Instructions
to Release IR Holdback”),
which
shall specify the dollar amount and payee bank account to which the applicable
amount shall be transferred. The Escrow Agent shall, upon receipt of
Instructions to Release IR Holdback (on one or more occasions) jointly executed
by the Company and a Majority in Interest of the Investors, pay the IR Holdback
Escrow Amount in accordance with such written instructions, such payment or
payments to be made by wire transfer within one (1) Business Day of receipt
of
such written instructions. The
Company may change such investor relations firm upon the prior written consent
of Pinnacle China Fund, L.P. unless the new investor relations firm being hired
by the Company is one of CCG
Elite, Hayden Communications, or Integrated Corporate Relations, in which such
case no consent will be required.
3
3.4 If
for
any or no reason whatsoever, the Escrow Agent does not receive written notice
from the Company and the Majority in Interest of the Investors directing the
release to the Company of (i) the Board Holdback Escrow Amount on or prior
to
181 calendar days following the Closing Date (the “Board
Compliance Period”)
or
(ii) CFO Holdback Escrow Amount on or prior to 181 calendar days following
the
Closing Date (the “CFO
Compliance Period”)
(each
such failure or breach being referred to as a “Holdback
Event,”
and
for purposes of this Section the date such Holdback Event occurs being referred
to as “Holdback
Event Date”),
then
in addition to any other rights the Investors may have hereunder, under the
Securities Purchase Agreement or under applicable law, on each such Holdback
Event Date and on each monthly anniversary of such Holdback Event Date (if
the
applicable Holdback Event shall not have been cured by such date) until the
applicable Holdback Event is cured, the Escrow Agent (on behalf of the Company)
will deliver and pay to each Investor by wire transfer an amount in immediately
available funds, as partial liquidated damages and not as a penalty, equal
to 1%
of the aggregate Investment Amount paid by such Investor for Shares pursuant
to
the Securities Purchase Agreement. The
partial liquidated damages payable under this Section 3.4 shall be independent
of any other damages payable under this Agreement or any other Transaction
Document
and
shall apply on a daily pro-rata basis for any portion of a month prior to the
cure of an Holdback Event.
In no
event will the Company be liable for partial liquidated damages under this
Agreement in excess of 1% of the aggregate Investment Amount of the Investors
in
any 30-day period in respect of any single Holdback Event (it being understood
that if the Company suffers an Holdback Event relating to its failure to comply
with Section 4.14(a) of the Securities Purchase Agreement and an Holdback Event
relating to its failure to comply with Section 4.14(b) of the Securities
Purchase Agreement in a 30-day period it will be responsible for 2% of partial
liquidated damages under this provision in a 30-day period). It is further
understood that partial liquidated damages under this Agreement are limited
to
the Board Holdback Escrow Amount as to that Holdback Event and the CFO Holdback
Escrow Amount as to that Holdback Event; provided that the Investors are
entitled to all other remedies available under applicable law. On any Holdback
Event Date, the Company will deliver to each Investor a written notice which
shall set forth the relevant Holdback Event. Schedule
1
attached
hereto shall set forth the name, address, Investment Amount and delivery
instructions for any partial liquidated damages contemplated hereby of each
Investor.
3.5 In
the
event that the Escrow Agent does not timely receive the written notice from
the
Company and the Majority
in Interest of the Investors
in
accordance with the terms hereof prior to the expiration of either of the Board
Compliance Period and/or the CFO Compliance Period, as relevant, the Company
hereby irrevocably directs the Escrow Agent to automatically, and without any
action on the part of the parties hereto, disburse the partial liquidated
damages applicable to any such Holdback Event to the Investors as contemplated
herein until the earlier of (i) such time as all Escrowed Funds applicable
to
such Holdback Event have been disbursed to the Investors or (ii) such time
as
the Escrow Agent receives written notice from the Company and the Majority
in Interest of the Investors
that the
obligations of the Company under this Agreement and the Securities Purchase
Agreement applicable to such Holdback Event have been adequately complied
with.
4
4.
Interpleader.
Should
any controversy arise among the parties hereto with respect
to this Agreement or with respect to the right to receive the Escrowed Funds,
the Escrow Agent shall have the right to consult counsel and/or to institute
an
appropriate interpleader
action to determine the rights of the parties. The Escrow Agent is also
hereby
authorized to institute an appropriate interpleader action upon receipt of
a
written letter of direction executed by the parties so directing the Escrow
Agent. If the Escrow Agent
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 4 shall be filed in any court of competent jurisdiction in New York,
and
the portion of the Escrowed Funds in dispute shall be deposited with the court
and in such event the Escrow Agent shall be relieved of and discharged from
any
and all obligations and liabilities under and pursuant to this Agreement with
respect to that portion of the Escrowed Funds.
5.Exculpation
and Indemnification of Escrow Agent and Investors.
5.1
The
Escrow Agent shall have no duties or responsibilities other
than those expressly set forth herein. The Escrow Agent and the Investors shall
have no duty
to
enforce any obligation of any person other than itself to make any payment
or
delivery, or to direct
or
cause any payment or delivery to be made, or to enforce any obligation of any
person
to
perform any other act. The Escrow Agent and the Investors shall be under no
liability
to the other parties hereto or anyone else, by reason of any failure, on the
part of any
other
party hereto or any maker, guarantor, endorser or other signatory of a document
or any
other
person, to perform such person’s obligations under any such document. Except for
amendments to this Agreement
referenced below, and except for written instructions given to the Escrow Agent
by the Company and a Majority in Interest of the Investors relating to the
Escrowed Funds, the Escrow Agent shall not be obligated to recognize any other
agreement.
5.2
Neither
the Escrow Agent nor the Investors shall be liable to the Company or
to
anyone
else for any action taken or omitted by it, or any action suffered by it to
be
taken
or
omitted, in good faith and acting upon any order, notice, demand, certificate,
opinion
or advice of counsel (including counsel chosen by the 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 believed by the Escrow Agent or the
Investors to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent
shall not be bound by any of the terms thereof, unless evidenced by written
notice delivered
to the Escrow Agent signed by the proper party or parties and, if the duties
or
rights
of
the Escrow Agent are affected, unless it shall give its prior written consent
thereto.
5
5.3
Neither
the Escrow Agent nor the Investors shall be responsible for the sufficiency
or accuracy of the form, or of the execution, validity, value or genuineness
of,
any
document or property received, held or delivered to it hereunder, or of any
signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein;
nor shall the Escrow Agent or the Investors be responsible or liable to the
Company or
to
anyone else in any respect on account of the identity, authority or rights,
of
the person
executing or delivering or purporting to execute or deliver any document or
property or this Agreement.
The
Escrow Agent shall have no responsibility with respect
to the use or application of the Escrowed Funds pursuant to the provisions
hereof.
5.4
The
Escrow Agent shall have the right to assume, in the absence of written
notice
to
the contrary from the proper person or persons, that a fact or an event, by
reason of
which
an action would or might be taken by the Escrow Agent, does not exist or has
not
occurred, without incurring liability to the Company or to anyone else for
any
action taken or omitted to be taken or omitted, in good faith and in the
exercise of its own best judgment, in reliance upon such
assumption.
5.5 To
the
extent that the Escrow Agent becomes liable for the payment of taxes,
including withholding taxes, in respect of income derived from the investment
of
the
Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
taxes;
and the Escrow Agent may withhold from any payment to the Company (but not
from
any partial liquidated damages paid to Investors) of the Escrowed Funds
such
amount as the Escrow Agent estimates to be sufficient to provide for the payment
of such
taxes not yet paid, and may use the sum withheld for that purpose. The Escrow
Agent
shall be indemnified and held harmless by the Company against any liability
for
taxes and for any penalties
in respect of taxes, on such investment income or payments in the manner
provided
in Section 5.6.
5.6 The
Escrow Agent will be indemnified and held harmless by the Company
from and against all expenses, including all counsel fees and disbursements,
or
loss
suffered by the Escrow Agent in connection with any action, suit or proceedings
involving
any claim, or in connection with any claim or demand, which in any way,
directly
or indirectly, arises out of or relates to this Agreement, the services of
the
Escrow
Agent hereunder, except for claims resulting from the gross negligence or
willful malfeasance of the Escrow Agent or
breach
of this Agreement by the Escrow Agent, or the monies or other property
held by it hereunder. Promptly after the receipt of the Escrow Agent of notice
of any demand or claim or the commencement of any action, suit or proceeding,
the Escrow Agent shall, if a claim in respect thereof is to be made against
the
Company,
notify
it thereof in writing, but the failure by the Escrow Agent to give such notice
shall
not
relieve any such party from any liability which the Company may have to
the
Escrow Agent hereunder.
5.7 For
purposes hereof, the term “expense or loss” shall include all amounts
paid
or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating
or
defending against any such claim, demand, action, suit or
proceeding.
6
6. Resignation
of Escrow Agent.
The
Escrow Agent may resign at any time and be discharged from its duties
as
Escrow Agent hereunder by giving the Company and the Investors at least ten
(10)
Business Days written
notice thereof (the “Notice
Period”).
As
soon as practicable after its resignation, the
Escrow Agent shall, if it receives notice from the Company within the Notice
Period, turn
over
to a successor escrow agent appointed by the Company all Escrowed Funds
(less
such amount as the Escrow Agent is entitled to retain pursuant to Section 8)
upon presentation
of the document appointing the new escrow agent and its acceptance thereof.
If
no new
agent is so appointed within the Notice Period, the Escrow Agent shall return
the
Escrowed Funds to or as directed by the Investors who delivered the same,
without interest or deduction with the understanding that such Escrowed Funds
will continue to be subject to the provisions of this Agreement.
7. Form
of Payments by Escrow Agent.
7.1 Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the
terms
of this Agreement
shall be
made by wire transfer unless directed to be made by check by the receiving
party.
7.2 All
amounts referred to herein are expressed in United States Dollars (US$) and
all
payments by the Escrow Agent shall be made in such dollars.
8. Compensation. Escrow
Agent shall be entitled to the following compensation from
the
Company (it being understood that no Investor shall be responsible to pay the
Escrow Agent any compensation or fees hereunder):
8.1 Documentation
Fee: The
Company shall pay a documentation fee to the Escrow
Agent of $[ ].
9. Notices. All
notices, requests, demands, and other communications provided herein shall
be in
writing, shall be delivered by hand or by first-class mail, shall be
deemed
given when received and shall be addressed to parties hereto at their respective
addresses All notices, requests, demands and other communications required
or
permitted to be given hereunder shall be in writing and shall be deemed to
have
been duly given if sent by hand-delivery, by facsimile (followed by first-class
mail), by nationally recognized overnight courier service or by prepaid
registered or certified mail, return receipt requested, to the addresses set
forth below.
7
If
to
Investors:
To
the
address set forth on the signature pages hereto.
If
to
the Company:
First
Growth Investors, Inc.
000
Xxxxxxx Xxxxxx
Hanting
District, Weifang, Shandong Province
People's
Republic of China 261101
Facsimile:
00-000-0000000
Attn.:
President
Email:
xxxxxxxxxxx0000@000.xxx
With
a copy to:
Xxxxxx
Xxxxxx LLP
00xx
Xxxxx
Xxx
Xxxxxxxx Xxxxxx
0
Xxxxxxxxx Xxxxx
Xxxxxxx,
Xxxx Xxxx
Facsimile:
x000 0000 0000
Email:Xxxxx.Xxx@xxxxxxxxxxxx.xxx
Attn.:
Xxxxx Xxx, Esq.
If
to
Escrow Agent:
Tri-State
Title & Escrow, LLC
000
Xxxx
Xxxxxx
X.X.
Xxx
000
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxx X. Xxxxxxx
Telephone:
(000) 000-0000 Fax: (000) 000-0000
Email
xxxxxx@xxxxxxxxxxxxx.xxx
10. Further
Assurances. From
time
to time on and after the date hereof, the Company
shall deliver or cause to be delivered to the Escrow Agent such further
documents
and instruments and shall do and cause to be done such further acts as the
Escrow Agent shall reasonably request (it being understood that the Escrow
Agent
shall have
no
obligation to make any such request) to carry out more effectively the
provisions and
purposes of this Agreement, to evidence compliance herewith or to assure
itself
that it is protected in acting hereunder.
11. Miscellaneous.
11.1 This
Agreement shall be construed without regard to any presumption
or other rule requiring construction against the party causing such instrument
to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar
terms,
as
used in this Agreement, refer to the Agreement in its entirety and
not
only to the particular portion of this Agreement
where
the term is used. The word “person” shall mean any natural person, partnership,
corporation, government and any other form of business of legal entity. All
words or terms used in this Agreement,
regardless of the number or gender in which they were used, shall be deemed
to
include any other number and any other gender as the context may require. This
Agreement
shall
not be admissible in evidence to construe the provisions of any prior
agreement.
8
11.2 This
Agreement
and the
rights and obligations hereunder of the Company may be assigned by the Company
only following the prior written consent
of the Majority in Interest of the Investors.
This
Agreement
and the
rights and obligations hereunder of the Escrow Agent may be assigned by the
Escrow Agent only with the prior consent
of the Company and the Majority in Interest of the Investors. An Investor may
assign its rights under this Agreement without any consent from any other party.
This
Agreement
may not
be changed orally or modified, amended or supplemented without an express
written agreement executed by the Escrow Agent, the Company and the Majority
in Interest of the Investors.
This
Agreement
is
binding upon and intended to be for the sole benefit of the parties hereto
and
their
respective successors, heirs and permitted assigns, and none of the provisions
of this
Agreement are intended to be, nor shall they be construed to be, for the
benefit
of any third person.
11.3 This
Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New
York.
The
representations and warranties contained in this Agreement
shall
survive the execution and delivery hereof
and any investigations made by any party. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
shall
be commenced exclusively in the state and federal courts sitting in the City
of
New York, Borough of Manhattan (the “New
York Courts”).
Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the
New
York Courts for the adjudication of any dispute hereunder or in connection
herewith, and hereby irrevocably waives, and agrees not to assert in any such
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such New York Court, or that such proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address
in
effect for notices to it under this Agreement and agrees that such service
shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.
11.4 The
headings in this Agreement
are for
purposes of reference only and shall not limit or otherwise affect any
of
the
terms thereof. This
Agreement may be executed in a number
of
counterparts, by facsimile, each of which shall be deemed to be an original
as
of
those
whose signature appears thereon, and all of which shall together constitute
one
and
the
same instrument. This Agreement shall become binding when one or more of the
counterparts hereof, individually or taken together, are signed by all the
parties.
9
IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the
day and year first above written.
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TRI-STATE
TITLE & ESCROW, LLC
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| By: /s/ Xxx X. Xxxxxx | |||
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Name: Xxx X. Xxxxxx Title:
President
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FIRST
GROWTH INVESTORS, INC.
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| By: /s/Gao Zhentao | |||
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Name: Gao Zhentao Title:
Director
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NAME
OF INVESTOR:
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Xxxxx
Xxxx
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| By: | /s/ Xxxxx Xxxx | |
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Name: Xxxxx Xxxx |
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| Title: | ||
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Westpark
Capital, L. P.
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
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Name: Xxxxxxx X. Xxxxxxxxx |
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| Title: General Partner | ||
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Xxxxxx
Xx
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| By: | /s/ Xxxxxx Xx | |
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Name: Xxxxxx Xx |
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| Title: | ||
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| Xxxxxxx Xxxx | ||
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| By: | /s/ Xxxxxxx Xxxx | |
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Name: Xxxxxxx Xxxx |
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| Title: | ||
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Xx
Xxxxx
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| By: | /s/ Xx Xxxxx | |
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Name: Xx Xxxxx |
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| Title: | ||
| Ancora Greater China Fund, LP | ||
| |
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| By: | /s/ Xxxx Xxxxxxxxxx | |
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Name: Xxxx Xxxxxxxxxx |
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| Title: Managing Partner | ||
| Atlas Allocation Fund, L.P. | ||
| |
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| By: | /s/ Xxxxx X Xxxxxx | |
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Name: Xxxxx X Xxxxxx |
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|
Title: President
|
||
|
Xxxxxx
X. Xx
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xx | |
|
Name: Xxxxxx X. Xx |
||
| Title: | ||
| Investment Hunter, LLC | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx | |
|
Name: Xxxx Evansrt |
||
|
Title: Manager
|
||
|
BLACK
RIVER COMMODITY SELECT FUND LTD.
|
||
| |
|
|
| By: | /s/ Xxxxxxxxx Xxxxxxx | |
|
Name: Xxxxxxxxx Xxxxxxx |
||
| Title: Principal | ||
11
|
BLACK
RIVER SMALL CAPITALIZATION FUND LTD.
|
||
| |
|
|
| By: | /s/ Xxxxxxxxx Xxxxxxx | |
|
Name: Xxxxxxxxx Xxxxxxx |
||
| Title: Principal | ||
| Chestnut Ridge Partners, LP | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxx | |
|
Name: Xxxxxxx Xxxx |
||
|
Title: CFO
|
||
| Guerrilla Partners LP | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name: Xxxxx
X. Xxxxx
|
||
|
Title: Managing
director
|
||
| Xxxxxxxxx Partners, L.P. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx | |
|
Name: Xxxxxx X. Xxxxxx |
||
| Title: Managing Director | ||
|
Xxxxx
X Xxxxxx Xx.
|
||
| |
|
|
| By: | /s/ Xxxxx X Xxxxxx Xx. | |
|
Name: Xxxxx X Xxxxxx Xx. |
||
|
Title:
|
||
| Octagon Capital Partners | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Name: Xxxxxx Xxxx |
||
| Title: General Partner | ||
| Guerrilla Partners LP | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name: Xxxxx X. Xxxxx |
||
|
Title: Managing
director
|
||
|
Pinnacle
China Fund L.P.
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
Name: Xxxxx X. Xxxxx |
||
| Title: Managing director | ||
| Pinnacle Fund, L.P. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name: Xxxxx X. Xxxxx |
||
| Title: Managing director | ||
| Xxxxxx Partners, LP | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx Xxxxx |
||
|
Title: CFO
|
||
| Xxxxxx-GEPT Partners, LP | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx Xxxxx |
||
|
Title: CFO
|
||
12
EXHIBIT
A
PARTIES
TO AGREEMENT
13
Schedule
1
14
