MAKE GOOD ESCROW AGREEMENT
Exhibit
10.2
This
Make
Good Escrow Agreement (the "Make Good Agreement"), dated effective as of
May 14,
2007, is entered into by and among Intra-Asia Entertainment Corporation,
a
Nevada corporation (the "Company"), the Investors (as defined below), Antaeus
Capital, Inc. (“Antaeus”), and Xxxxxx Investment Holdings Ltd (“Xxxxxx”). and
Leguna Verde Investments Ltd. (“Leguna” together with Xxxxxx, each a “Make Good
Pledgor” and collectively, 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
14,
2007 (the "SPA"), evidencing their participation in the Company's private
offering (the "Offering")
of
securities. As an inducement to the Investors to participate in the Offering
and
as set forth in the SPA, the Make Good Pledgors agreed to place certain shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
into escrow for the benefit of the Investors in the event the Company fails
to
satisfy certain financial thresholds.
WHEREAS,
pursuant to the requirements of the SPA, the Company and the Make Good Pledgors
have agreed to establish an escrow on the terms and conditions set forth
in this
Make Good Agreement;
WHEREAS,
the Escrow Agent has agreed to act as escrow agent pursuant to the terms
and
conditions of this Make Good Agreement; and
WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
assigned them in the SPA;
NOW,
THEREFORE, in consideration of the mutual promises of the parties and the
terms
and conditions hereof, the parties hereby agree as follows:
1.
Appointment of Escrow Agent.
The Make
Good Pledgors 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.
2.
Establishment of Escrow.
Within
three Trading Days following the Closing, the Make Good Pledgors shall deliver,
or cause to be delivered, to the Escrow Agent certificates evidencing an
aggregate of 29,166,667 shares
of
the Company’s Common Stock (the "Escrow Shares"), along with bank signature
stamped stock powers executed in blank (or such other signed instrument of
transfer acceptable to the Company’s Transfer Agent). As used in this Make Good
Agreement, “Transfer Agent” means Interwest Stock Transfer, or such other entity
hereafter retained by the Company as its stock transfer agent as specified
in a
writing from the Company to the Escrow Agent and Antaeus. The
Company shall notify the Investors in writing that the Escrow Shares have
been
placed into escrow as required by this Make Good Agreement within two Trading
Days following the deposit of such Escrow Shares into escrow in accordance
with
the terms of this Make Good Agreement.
Each
Make Good Pledgor hereby agrees that its obligation to transfer shares of
Common
Stock to Investors pursuant to Section 4.11 of the SPA and this Make Good
Agreement shall continue to run to the benefit of any Investor who shall
have
transferred or sold all or any portion of its Securities, and that Investors
shall have the right to retain, transfer or assign its rights to receive
all or
any such Escrow Shares to other Persons in conjunction with negotiated sales
or
transfers of any of its Securities. Each Make Good Pledgor hereby irrevocably
agrees that other than in accordance with Section 4.11 of the SPA and this
Make
Good Agreement, such Make Good Pledgor will not offer, pledge, sell, contract
to
sell, sell any option or contract to purchase, loan, purchase any option
or
contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, or announce the offering
of any
of the Escrow Shares (including any securities convertible into, or exchangeable
for, or representing the rights to receive Escrow Shares). In furtherance
thereof, the Company will (x) place an irrevocable stop order on all Escrow
Shares covered by any registration statements, (y) notify the Transfer Agent
in
writing of the stop order and the restrictions on such Escrow Shares under
this
Make Good Agreement and direct the Transfer Agent not to process any attempts
by
either Make Good Pledgor to resell or transfer any Escrow Shares under such
registration statements or otherwise in violation of Section 4.11 of the
SPA and
this Make Good Agreement including under Rule 144.
3. Representations
of the Make Good Pledgors and the Company.
Each
Make Good Pledgor and the Company hereby represent and warrant, severally
and
not jointly, as to itself only, to the Investors as follows:
(i)
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.
(ii) 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 the Make Good Pledgors
pursuant to the terms of any indenture, mortgage, deed of trust or other
agreement or instrument binding upon any such Make Good Pledgor, other than
such
breaches, defaults or liens which would not have a material adverse effect
taken
as a whole.
4.
Disbursement of Escrow Shares.
a. Each
Make
Good Pledgor
agrees
that in
the
event that the after tax net income reported in the Annual Report on Form
10-KSB
of the Company for the fiscal year ending December 31, 2007, as filed with
the
Commission (the “2007 Annual Report”) is less than $4,000,000 (the “2007
Guaranteed ATNI”), the Make Good Pledgors will
transfer to the Investors on a pro-rata basis (determined by dividing each
Investor’s Investment Amount by the aggregate of all Investment Amounts
delivered to the Company by the Investors hereunder) for no consideration
other
than their part of their respective Investment Amount at Closing, an aggregate
of 14,583,333 shares of Common Stock (as
equitably adjusted for any stock splits, stock combinations, stock dividends
or
similar transactions)
(the
“2007 Make Good Shares”).
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b. In
the
event that either (i) the earnings per share reported in the Annual Report
on
Form 10-KSB of the Company for the fiscal year ending December 31, 2008,
as
filed with the Commission (the “2008 Annual Report”) is less than $0.049 on a
fully diluted basis (as equitably adjusted for any stock splits, stock
combinations, stock dividends or similar transactions) (the “2008 Guaranteed
EPS”) or (ii) the after tax net income reported in the 2008 Annual Report is
less than $8,000,000
(the
“2008 Guaranteed ATNI”),
the
Make Good Pledgors will transfer to the Investors on a pro rata basis
(determined by dividing each Investor’s Investment Amount by the aggregate of
all Investment Amounts delivered to the Company by the Investors hereunder)
for
no consideration other than their part of their respective Investment Amount
at
Closing, an aggregate of 14,583,333 shares of Common Stock (as
equitably adjusted for any stock splits, stock combinations, stock dividends
or
similar transactions)
(the
“2008 Make Good Shares”).
c. In
the
event that the
after
tax net income reported in the 2007 Annual Report is equal to or greater
than
the 2007 Guaranteed ATNI,
no
transfer of the 2007 Make Good Shares shall be required to be made by the
Make
Good Pledgors to the Investors and such 2007 Make Good Shares shall be returned
to the Make Good Pledgors in accordance with this Make Good
Agreement.
d. In
the
event that both (i)
the
earnings per share reported in the 2008 Annual Report is equal to or greater
than the 2008 Guaranteed EPS and (ii) the after tax net income reported in
the
2008 Annual Report is equal to or greater than the 2008 Guaranteed
ATNI,
no
transfer of the 2008 Make Good Shares shall be required to be made by the
Make
Good Pledgors to the Investors and such 2008 Make Good Shares shall be returned
to the Make Good Pledgors in accordance with this Make Good
Agreement.
e. Any
such
transfer of the 2007 Make Good Shares or the 2008 Make Good Shares shall
be made
to the Investors or the Make Good Pledgors, as applicable, within 10
Business
Days after
the date
which
the
2007
Annual Report or 2008 Annual Report, as applicable, is filed with the Commission
and otherwise in accordance with this Make Good Agreement.
f. If
the
events described in Section 4(a) hereof occur, Antaeus will provide prompt
written instruction to the Escrow Agent with regard to the distribution of
the
2007 Make Good Shares in an amount to each Investor as set forth on Exhibit
A
attached
hereto (determined as set forth above). If the events described in Section
4(b)
occur, Antaeus will provide prompt written instruction to the Escrow Agent
with
regard to the distribution of the 2008 Make Good Shares in an amount to each
Investor as set forth on Exhibit
A
attached
hereto (determined as set forth above). The Escrow Agent need only rely on
the
letter of instruction from Antaeus in this regard and notwithstanding anything
to the contrary contained herein will disregard any contrary instructions.
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g. If
the
events described in Section 4(c) occur, Antaeus will provide prompt written
instructions to the Escrow Agent for the release of the 2007 Make Good Shares
to
the Make Good Pledgors in an amount to each Make Good Pledgor as set forth
on
Exhibit
A
attached
hereto. If
the
events described in Section 4(d) occur, Antaeus
will provide prompt written instructions to the Escrow Agent for the release
of
the 2008 Make Good Shares to the Make Good Pledgors in an amount to each
Make
Good Pledgor as set forth on Exhibit
A
attached
hereto.
h. If
Antaeus delivers a notice to the Escrow Agent that the Escrow Shares are
to be
transferred to the Investors, then the Escrow Agent shall immediately forward
either the 2007 Make Good Shares or 2008 Make Good Shares, as the case may
be,
to the Company’s Transfer Agent for reissuance to the Investors in an amount to
each Investor as set forth on Exhibit
A
attached
hereto and otherwise in accordance with this Make Good Agreement. The Company
covenants and agrees that upon any transfer of 2007 Make Good Shares or 2008
Make Good Shares to the Investors in accordance with this Make Good Agreement,
the Company shall promptly instruct its Transfer Agent to reissue such 2007
Make
Good Shares or 2008 Make Good Shares in the applicable Investor’s name and
deliver the same as directed by such Investor in an amount to each Investor
as
set forth on Exhibit
A
attached
hereto. If the Company does not promptly provide such instructions to the
Transfer Agent of the Company, then Antaeus is hereby authorized to give
such
re-issuance instruction to the Transfer Agent of the Company. If a notice
from
Antaeus indicates that the Escrow Shares are to be returned to the Make Good
Pledgors, then the Escrow Agent will promptly deliver either the 2007 Make
Good
Shares or 2008 Make Good Shares, as the case may be, to the Make Good Pledgors
in an amount to each Make Good Pledgor as set forth on Exhibit
A
attached
hereto and otherwise in accordance with this Make Good Agreement.
i. Notwithstanding
the foregoing, the parties agree that for purposes of determining whether
or not
the 2007 Guaranteed ATNI, the 2008 Guaranteed EPS or the 2008 Guaranteed
ATNI
have been achieved, (i) the release of the 2007 Make Good Shares or the 2008
Make Good Shares to the Make Good Pledgors or any other Person designated
by
either of the Make Good Pledgors shall not be deemed to be an expense, charge,
or other deduction from revenues even though GAAP may require contrary
treatment, (ii) any
registration liquidated damages (other than liquidated damages which may
be
owing by the Company due to the Company’s failure to file a Registration
Statement by the applicable Filing Date (as defined in the Registration Rights
Agreement)) accrued or paid by the Company for any registration rights will
be
excluded from the calculation of after-tax net income and earnings per share
amounts, as applicable, and (iii) any increase in taxes payable by the Company
or any Subsidiary as a result of recently adopted PRC tax laws or any related
implementing regulations promulgated for the purpose of making more equal
the
tax treatment of foreign invested entities (including sino-foreign joint
ventures) and domestic entities shall not be included as an
expense.
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j. The
Company and each Make 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
each
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.
5.
Duration.
This
Make Good Agreement shall terminate upon the distribution of all the Escrow
Shares in accordance with the terms of this Make Good Agreement. 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.
6.
Escrow Shares.
If any
Escrow Shares are deliverable to the Investors pursuant to the SPA and in
accordance with this Make Good Agreement, (i) each 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 relevant portion of the Escrow Shares from such Make
Good
Pledgor to the Investors, to the extent not done so in accordance with Section
2, and (ii) following its receipt of the documents referenced in Section
6(i),
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 SPA and in accordance with this Make Good Agreement, any
dividends payable in respect of the Escrow Shares and all voting rights
applicable to the Escrow Shares shall be retained by the applicable Make
Good
Pledgor. 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 applicable Make Good Pledgor and shall not be invested or held for
any
time longer than is needed to effectively re-route such items to the applicable
Make Good Pledgor. In the event that the Escrow Agent receives a
communication requiring the conversion of the Escrow Shares to cash or
the exchange of the Escrow Shares for that of an acquiring company, the Escrow
Agent shall solicit and follow the written instructions of the applicable
Make Good Pledgor; provided,
that
the cash or exchanged shares are instructed to be redeposited into the Escrow
Account. The Make Good Pledgors shall be responsible for all taxes resulting
from any such conversion or exchange.
7.
Interpleader.
Should
any controversy arise among the parties hereto with respect to this Make
Good
Agreement or with respect to the right to receive the Escrow Shares, Escrow
Agent and/or Antaeus 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 Antaeus 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 Antaeus.
If Escrow Agent or Antaeus is directed to institute an appropriate interpleader
action, it shall institute such action not prior to thirty (30) days after
receipt of such letter of direction and not later than sixty (60) days after
such date. Any interpleader action instituted in accordance with this Section
7
shall be filed in any court of competent jurisdiction in the State of New
York,
and the Escrow Shares in dispute shall be deposited with the court and in
such
event Escrow Agent and Antaeus 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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8. Exculpation
and Indemnification of Escrow Agent and Antaeus.
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. Antaeus’ sole obligation under this Make Good Agreement is to
provide written instruction to Escrow Agent (following such time as the Company
files certain periodic financial reports as specified in Section 4 hereof)
directing the distribution of the Escrow Shares. Antaeus will provide such
written instructions upon review of the relevant earnings per share and/or
after-tax net income amount reported in such periodic financial reports as
specified in Section 4 hereof. Antaeus 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 Antaeus)
in
connection with such financial reports of the Company, Antaeus 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.
6
c. The
Company and each Make Good Pledgor hereby, jointly and severally, indemnify
and
hold harmless each of Escrow Agent, Antaeus 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 Antaeus 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 Antaeus
hereunder; except, that if Escrow Agent or Antaeus is guilty of willful
misconduct or gross negligence under this Make Good Agreement, then Escrow
Agent
or Antaeus, 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 Antaeus 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 Antaeus, 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.
9.
Compensation of Escrow Agent.
Escrow
Agent shall be entitled to compensation for its services as stated in the
fee
schedule attached hereto as Exhibit
B,
which
compensation shall be paid by the Company. The fee agreed upon for the services
rendered hereunder is intended as full compensation for Escrow Agent's services
as contemplated by this Make Good Agreement; provided,
however,
that in
the event that Escrow Agent renders any material service not contemplated
in
this Make Good Agreement, or there is any assignment of interest in the subject
matter of this Make Good Agreement, or any material modification hereof,
or if
any material controversy arises hereunder, or Escrow Agent is made a party
to
any litigation pertaining to this Make Good Agreement, or the subject matter
hereof, then Escrow Agent shall be reasonably compensated by the Company
for
such extraordinary services and reimbursed for all costs and expenses, including
reasonable attorney's fees, occasioned by any delay, controversy, litigation
or
event, and the same shall be recoverable from the Company. Prior
to
incurring any costs and/or expenses in connection with the foregoing sentence,
Escrow Agent shall be required to provide written notice to the Company of
such
costs and/or expenses and the relevancy thereof and Escrow Agent shall not
be
permitted to incur any such costs and/or expenses which are not related to
litigation prior to receiving written approval from the Company, which approval
shall not be unreasonably withheld.
7
10.
Resignation of Escrow Agent.
At any
time, upon ten (10) days' written notice to the Company, Escrow Agent may
resign
and be discharged from its duties as Escrow Agent hereunder. As soon as
practicable after its resignation, Escrow Agent will promptly turn over to
a
successor escrow agent appointed by the Company the Escrow Shares held hereunder
upon presentation of a document appointing the new escrow agent and evidencing
its acceptance thereof. If, by the end of the 10-day period following the
giving
of notice of resignation by Escrow Agent, the Company shall have failed to
appoint a successor escrow agent, Escrow Agent may interplead the Escrow
Shares
into the registry of any court having jurisdiction.
11.
Records.
Escrow
Agent shall maintain accurate records of all transactions hereunder. Promptly
after the termination of this Make Good Agreement or as may reasonably be
requested by the parties hereto from time to time before such termination,
Escrow Agent shall provide the parties hereto, as the case may be, with a
complete copy of such records, certified by Escrow Agent to be a complete
and
accurate account of all such transactions. The authorized representatives
of
each of the parties hereto shall have access to such books and records at
all
reasonable times during normal business hours upon reasonable notice to Escrow
Agent and at the requesting party’s expense.
12.
Notice.
All
notices, communications and instructions required or desired to be given
under
this Make Good Agreement must be in writing and shall be deemed to be duly
given
if sent by registered or certified mail, return receipt requested, or overnight
courier, to the addresses listed on the signature pages hereto.
13.
Execution in Counterparts.
This
Make Good Agreement may be executed in counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
14.
Assignment and Modification.
This
Make Good Agreement and the rights and obligations hereunder of any of the
parties hereto may not be assigned without the prior written consent of the
other parties hereto. Subject to the foregoing, this Make Good Agreement
will be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and permitted assigns. No other person will acquire
or
have any rights under, or by virtue of, this Make Good Agreement. No portion
of
the Escrow Shares shall be subject to interference or control by any creditor
of
any party hereto, or be subject to being taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of any such
party hereto prior to the disbursement thereof to such party hereto in
accordance with the provisions of this Make Good Agreement. This Make Good
Agreement may be amended or modified only in writing signed by all of the
parties hereto.
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15.
Applicable Law.
This
Make Good Agreement shall be governed by and construed in accordance with
the
laws of the State of New York without giving effect to the principles of
conflicts of laws thereof.
16.
Headings.
The
headings contained in this Make Good Agreement are for convenience of reference
only and shall not affect the construction of this Make Good Agreement.
17.
Attorneys' Fees.
If any
action at law or in equity, including an action for declaratory relief, is
brought to enforce or interpret the provisions of this Make Good Agreement,
the
prevailing party shall be entitled to recover reasonable attorneys' fees
from
the other party (unless such other party is the Escrow Agent), 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.
18.
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 Make Good 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.
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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:
|
INTRA-ASIA
ENTERTAINMENT CORPORATION
By:_______________________________
Name:
Title:
Address:
Xx.
000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxxx,
Xxxxx 100086
Facsimile:
00-00-00000000
Attn.:
Chairman
|
|
MAKE
GOOD PLEDGORS:
|
XXXXXX
INVESTMENT HOLDINGS LTD.
By:_______________________________
Name:
Title:
Address:
c/o
Intra-Asia Entertainment Corporation
Xx.
000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxxx,
Xxxxx 100086
Facsimile:
00-00-00000000
Attn.:
Chairman
|
|
LEGUNA
VERDE INVESTMENTS LTD.
By:_______________________________
Name:
Title:
Address:
c/o
Intra-Asia Entertainment Corporation
Xx.
000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxxx,
Xxxxx 100086
Facsimile:
00-00-00000000
Attn.:
Chairman
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR OTHER PARTIES FOLLOWS]
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|
ESCROW
AGENT:
|
SECURITIES
TRANSFER CORPORATION
By:______________________________________
Name:
Title:
Address:
0000
Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
|
|
ANTAEUS:
|
ANTAEUS
CAPITAL, INC.
By:______________________________________
Name:
Title:
Address:
0000
X. Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Fax:
000-000-0000
Attention:
Xxxxx Xxxx, President
|
|
INVESTORS:
|
NAME
OF INVESTOR:
_________________________________________
By:
Name:
Title:
Address:__________________________________
_________________________________________
_________________________________________
_________________________________________
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