MAKE GOOD ESCROW AGREEMENT
This Make
Good Escrow Agreement (the "Make Good Agreement"), dated effective as of October
30, 2009, is entered into by and among GC China Turbine Corp., a Nevada
corporation (the "Company"), Golden Wind Holdings Limited ("Make Good Pledgor"),
Clarus Capital Hong Kong Limited (“Agent”), Capitol City Escrow, Inc., as escrow
agent ("Escrow Agent") and the investors that have executed a counterpart
signature page to this Make Good Agreement (each, an “Investor” and
collectively, the “Investors”).
WHEREAS,
each of the Investors has entered into a Securities Purchase Agreement, dated
between October 5, and November 13, 2009 (the "Purchase Agreement"), evidencing
their participation in the Company's private placement offering (the "Offering")
of equity securities. As an inducement to the Investors to participate in the
Offering and as set forth in the Purchase Agreement, Make Good Pledgor 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 (as defined below) thresholds;
WHEREAS,
pursuant to the requirements of the Purchase Agreement, 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,
Agent has agreed to act as agent for the Investors pursuant to the terms and
conditions of this Make Good Agreement ; 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
and Agent.
a. Make
Good Pledgor, each Investor 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.
b. Each
Investor hereby appoints Agent, and Agent hereby agrees, to act as
representative to Investor to make calculations and provide instructions to the
Escrow Agent under Section 5.
3. Establishment of
Escrow. Within three (3) business days following the Closing Date, Make
Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent
certificates evidencing a number of shares of common stock of the Company equal
to 640,000 shares of common stock of the Company (as equitably adjusted for any
stock splits, stock combinations, stock dividends or similar transactions) (the
“Escrow Shares”), along with stock powers executed in blank (or with such other
instruments of transfer as in accordance with the requirements of the Company’s
Transfer Agent). The Company shall notify the Investors as soon as the Escrow
Shares have been deposited with the Escrow Agent. The Make Good Pledgor
understands and agrees that the Investor’s right to receive Escrow Shares shall
continue to run to the benefit of each Investor even if such Investor shall have
transferred or sold all or any portion of its Shares, and that each Investor
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 Shares. As used in this Make Good Agreement, “Transfer
Agent” means Xxxxxxxx Stock Transfer or such other entity hereafter retained by
the Company as its stock transfer agent as specified in writing from the Company
to the Escrow Agent and Agent.
4. Representations of Make Good
Pledgor. Make Good Pledgor hereby represents and warrants to each
Investor 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. 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.
c. 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.
5. Disbursement of Escrow
Shares.
a. Make
Good Pledgor agrees that if the After-Tax Net Income (as defined below) for the
fiscal year ended December 31, 2010 reported in the Company's Annual
Report on Form 10-K for the fiscal year ending December 31, 2010 (the “2010
Actual ATNI”), as filed with the Securities Exchange Commission (the “2010
Annual Report”), is less than $12,500,000 (the “2010 Guaranteed ATNI”), Agent
shall provide written instruction (with a copy to the Company) to the Escrow
Agent to instruct the Transfer Agent to transfer to the Investors on a pro rata
basis (determined by dividing each Investor’s Investment Amount by the aggregate
of all Investment Amounts purchased by the Investors under the Purchase
Agreement) for no consideration other than payment for their respective
Investment Amount paid to the Company at Closing, a number of shares of common
stock of the Company equal to: [($12,500,000 - the actual After-Tax Net Income
reported in the 2010 Annual Report)/$2,500,000] * Escrow Shares, the
result of which shall be referred to herein as the “2010 Make Good Shares,”
provided, that the number of 2010 Make Good Shares shall in no event exceed
640,000 shares (as equitably adjusted for any stock splits, stock combinations,
stock dividends or similar transactions). The term After-Tax Net Income or ATNI
shall mean the after-tax net income of the Company and its consolidated
subsidiaries prepared in accordance with U.S. GAAP consistently applied;
provided in the event that the release of the 2010 Make Good Shares to the
Investor or any Escrow Shares to the Make Good Pledgor is deemed to be an
expense or deduction from revenues/income of the Company for the applicable
year, as required under U.S. GAAP, then such expense or deduction shall be
excluded for purposes of determining whether or not the 2010 Guaranteed
ATNI has been achieved by the Company.
b. The
Escrow Agent need only rely on the letter of instruction from Agent and will
disregard any contrary instructions. The Escrow Agent shall be
entitled to rely on the calculations provided by Agent in releasing the Escrow
Shares for disbursement, with no further responsibility to calculate or confirm
amounts. If the Company's audited consolidated financial statements
for the fiscal year ended December 31, 2010 specify that the 2010 Guaranteed
ATNI shall have been achieved, no transfer of the Escrow Shares shall be made to
the Investors and Agent shall immediately provide written instruction (with a
copy to the Company) to the Escrow Agent to return all Escrow Shares deposited
with the Escrow Agent to Make Good Pledgor within seven (7) business days after
the date which the 2010 Annual Report is filed with the Securities Exchange
Commission, provided that Escrow Agent is given notice by Agent of the 2010
Annual Report’s filing and results. Subject to the timing of the
Transfer Agent, transfers of 2010 Make Good Shares required under this Section
shall be made to Investors within seven (7) business days after the date which
the 2010 Annual Report is filed with the Securities Exchange Commission,
provided that Escrow Agent is given notice by Agent of the 2010 Annual Report’s
filing and results.
c. The
Escrow Agent covenants and agrees that upon any transfer of 2010 Make Good
Shares to Investors in accordance with this Make Good Agreement, the Escrow
Agent shall promptly instruct the Transfer Agent to reissue such 2010 Make Good
Shares in the applicable Investor’s name and deliver the same as directed by
such Investor.
d. The
Company and Made Good Pledgor 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 Pledgor 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 Shares.
6. Duration. This Make Good Agreement
shall terminate on the sooner of (i) the distribution of all the Escrow Shares
or (ii) June 30, 2011. The Company agrees to promptly provide the Agent written
notice of the filing with the Securities Exchange Commission of any financial
statements or reports referenced herein.
7. Escrow Shares. If
2010 Make Good Shares are deliverable to the Investors pursuant to the Purchase
Agreement 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 2010 Make Good Shares from Make Good Pledgor
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 2010 Make Good 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
Pledgor.
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 any Escrow Shares, Escrow Agent and/or Agent
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 Agent 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 the Escrow Agent or Agent. If Escrow Agent or 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 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 Agent 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.
9. Exculpation and
Indemnification of Escrow Agent and Agent.
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. Agent’s sole obligation under this Make Good Agreement is to
provide written instructions 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. Agent will provide
such written instructions upon review of the relevant After Tax Net Income
amounts reported in such periodic financial reports as specified in Section 5
hereof. Agent 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 Agent) in connection
with such financial reports of the Company, Agent 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
Nevada 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.
c. The
Company and the Make Good Pledgor each hereby, jointly and severally, indemnify
and hold harmless each of Escrow Agent, Agent and any of its 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 Agent 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 Agent hereunder; except, that
if Escrow Agent or Agent is guilty of willful misconduct or gross negligence
under this Make Good Agreement, then Escrow Agent or Agent, 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 Agent 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
Agent, 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 9 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.
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 related to the
receipt and transfer of the Escrow Shares. 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 fax, registered or certified mail, return receipt requested, or
overnight courier, to the addresses listed below and as to each
Investor, the address on such Investor’s counterpart signature page to this Make
Good Agreement:
Xx. 00,
Xxxxx Xxxxxx
Xxxx Xxxx
Xxxxxxxxxxx Xxxx, Xxxxx, Xxxxx
Attention:
Xx. Xxx Tie Xin, Chairman
Phone
No.: x00 00 0000 0000
Facsimile
No.: x00 00 0000 0000
Golden
Wind Holdings Limited
P.O. Box
957
Offshore
Incorporations Centre
Road
Town, Tortola, British Virgin Islands
Attn: Xu
Hong Bing
Phone
No.: x00 00 0000 0000
Facsimile
No.: x00 00 0000 0000
Clarus
Capital Hong Kong Limited
000 Xxxx
Xxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx,
XX 00000
Attn:
Xxxxx Xxxx
Phone: 000
000 0000
Facsimile
No.: 000 000 0000
Capitol
City Escrow, Inc.
0000 Xxxx
Xxxxxx, Xxxxx X000
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxx
Phone #
(000) 000-0000
Fax # (000)
000-0000
Transfer
Agent
Xxxxxxxx
Stock Transfer
0000 X
00xx
Xxxxx
Xxxxxxxxxx,
XX 00000
Attn: Xxxxxx
X. Xxxxxx
Phone
No.: 000-000-0000
Facsimile
No.: 000-000-0000
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 Nevada without giving effect to the principles of conflicts
of laws thereof.
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.
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COMPANY:
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By:_____________________________
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Name:
Xxxxxx Xxxx
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Title:
Director
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Address:
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0000
Xxxxxxxx Xxxx, Xxxxx 000
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Xxxxxxxxxxx,
XX 00000
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Attn:
Xxxxxx Xxxx, Director
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Fax
#
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MAKE
GOOD PLEDGOR:
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GOLDEN
WIND HOLDINGS LIMITED
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By:_____________________________
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Name:
Xu Hong Bing
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Address:
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P.O.
Box 957
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Offshore
Incorporations Centre
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Road
Town, Tortola, British Virgin Islands
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Attn:
Xu Hong Bing
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Fax
#
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AGENT:
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CLARUS
CAPITAL LIMITED
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By:_____________________________
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Name:
Xxxxx Xxxx
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Address:
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000
Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
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Fax
# 000 000
0000
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[REMAINDER
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PAGE FOR
OTHER PARTIES FOLLOWS]
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ESCROW
AGENT:
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CAPITOL
CITY ESCROW, INC.
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By:_______________________________
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Name: Xxxxx
Xxxxx
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Title: ___________________________
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Address:
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0000
Xxxx Xxxxxx, Xxxxx X000
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Xxxxxxxxxx,
XX 00000
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Attn:
Xxxxx Xxxxx
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Phone
# (000) 000-0000
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Fax # (000)
000-0000
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xxxxxx@xxxxxxxxxxxxxxxxx.xxx
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[REMAINDER
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PAGE FOR
OTHER PARTIES FOLLOWS]
COUNTERPART SIGNATURE
PAGE
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NAME
OF INVESTOR
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By:______________________________________
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Name:
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Title:
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Shares
Subscribed For: ______________________
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Investment
Amount: $_______________________
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Tax
ID No.:_______________________________
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ADDRESS
FOR NOTICE
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c/o:
___________________________________
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Street:
_________________________________
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City/State/Zip:___________________________
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Attention:______________________________
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Tel:___________________________________
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Fax:___________________________________
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DELIVERY
INSTRUCTIONS
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(if different from above)
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c/o:
___________________________________
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Street:
_________________________________
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City/State/Zip:___________________________
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Attention:______________________________
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Tel:___________________________________
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