Re: Closing Escrow Agreement
▇▇▇▇▇▇▇▇
▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention
of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ P.C.
Gentlemen:
This
agreement will set forth the terms pursuant to which Capital Solutions I, Inc.,
a Delaware corporation (the “Company”), will deposit into escrow with you (the
“Escrow Agent”) 3,000,000 shares (the “Preferred Shares”) of Series A
Convertible Preferred Stock (“Series A Preferred Stock”), which is in that
certain securities purchase agreement (the “Purchase Agreement”), dated December
3, 2007, among the Company, ▇▇▇▇▇▇ Partners L.P. (“▇▇▇▇▇▇ Partners”) and the
other investors named therein. The Preferred Shares and any proceeds thereof
are
collectively referred to as the “Escrow Property.”
1. The
Escrow Agent agrees to hold the Escrow Property on and subject to the terms
of
this Agreement. The parties acknowledge that the Escrow Agent is not and will
not be a party to the Purchase Agreement. The Escrow Agent has and will have
no
obligations under the Purchase Agreement, and the Escrow Agent’s only
obligations are those expressly set forth in this Escrow Agreement.
2. The
Preferred Shares will be issued in the name of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
LLP, as escrow agent. In any meeting at which approval of the holders of the
Series A Preferred Stock is required or requested, the Escrow Agent, if
requested by the Company and ▇▇▇▇▇▇ Partners shall vote the Preferred Shares,
as
the case may be, in the same proportion that other holders of Series A Preferred
Stock or Common Stock, as the case may be, vote on such matter. Notwithstanding
the foregoing, the Escrow Agent shall execute a written consent of holders
of
the Series A Preferred Stock if the holders of record of at least 80% of the
outstanding shares of Series A Preferred Stock shall have executed such a
consent.
3. Section
6.15 of the Purchase Agreement provides for the transfer of some or all of
the
Preferred Shares to the Investors named in the Purchase Agreement. If the Escrow
Agent receives the joint written notice from ▇▇▇▇▇▇ Partners, on behalf of
the
Investors, and the Company as to the disposition of any or all of the Escrow
Property, the Escrow Agent shall distribute the Escrow Property in accordance
with the joint written instructions. Such instructions may be sent be PDF or
e-mail.
4. If
the
Escrow Agent receives written instructions signed by some but not both of ▇▇▇▇▇▇
Partners and the Company, the Escrow Agent shall, within five (5) business
days
from its receipt of such instructions, send a copy of such instructions to
the
other party by overnight courier service which provides evidence of delivery.
If, by the close of business on the fifteenth (15th)
business day after delivery of the instructions to the other party, the Escrow
Agent shall not have received notice from any of the other Interested Parties
either disputing the instructions or otherwise instructing the Escrow Agent
to
take action inconsistent with the original instructions, the Escrow Agent shall
distribute the Escrow Property in accordance with the instructions initially
received by it.
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
December
3, 2007
Page
2
5. If
the
Escrow Agent shall have received notice from the other Party by the close of
business on the fifteenth (15th)
business day after delivery of the instructions disputing or conflicting with
the initial instructions, the Escrow Agent shall retain the Escrow Property
until it shall have received either (a) joint written instructions from the
Company and ▇▇▇▇▇▇ Partners or (b) a court order, final beyond right of review,
as to the disposition of the Escrow Property, in which event the Escrow Agent
shall distribution the Escrow Property in accordance with such instructions
or
court order.
6. In
the
event that the Escrow Agent shall be uncertain as to its obligations with
respect to the Escrow Property, or shall receive instructions, claims or demands
which, in the Escrow Agent’s opinion, are in conflict with each other or with
any of the provisions of this Agreement, the Escrow Agent shall refrain from
taking any action other than to keep safely all Escrow Property until the Escrow
Agent shall have written instructions from all Interested Parties as to the
disposition of Escrow Property or until the Escrow Agent is directed by a final
judgment of a court of competent jurisdiction final beyond right of review.
In
addition, in such circumstances, the Escrow Agent may deposit the Escrow
Property into court, there to abide a decision of the court. In this connection,
each of the parties consents to the exclusive jurisdiction of the federal and
state courts located in the City, County and State of New York.
7. This
Agreement shall terminate upon a distribution of all of the Escrow Property
pursuant to Section 3, 4, 5 or 6 of this Agreement.
8. The
Interested Parties shall jointly and severally (i) reimburse the Escrow Agent
for all reasonable expenses incurred by the Escrow Agent in connection with
its
duties hereunder and (ii) indemnify
and hold harmless the Escrow Agent against any and all losses, claims,
liabilities, costs, payments and expenses, including
reasonable legal fees for counsel who may be selected by the Escrow Agent,
which
may be imposed upon or incurred by the Escrow Agent hereunder, except as a
result of the gross negligence or willful misconduct of the Escrow
Agent.
9. The
Escrow Agent shall have no duties or responsibilities except those expressly
set
forth in this Agreement. The Escrow Agent shall have no liability under, or
duty
to inquire into the terms and provisions of, any agreement between the parties,
including the Purchase Agreement. No person, firm or corporation will be
recognized by the Escrow Agent as a successor or assignee of any party until
there shall be presented to the Escrow Agent evidence satisfactory to it of
such
succession or assignment. The Escrow Agent may rely upon any instrument in
writing believed in good faith by it to be genuine and sufficient and properly
presented and shall not be liable or responsible for any action taken or omitted
in accordance with the provisions thereof. The Escrow Agent shall not be liable
or responsible for any act it may do or omit to do in connection with the
performance of its duties as Escrow Agent, except for its gross negligence
or
willful misconduct. The Escrow Agent may consult with counsel, including
partners or associates of and attorneys who are of counsel to the Escrow Agent,
and shall be fully protected with respect to any action taken or omitted by
it
in good faith on written advice of counsel.
10. The
Escrow Agent may at any time resign hereunder by giving written notice of its
resignation to the other parties hereto, at their addresses set forth below,
at
least twenty (20) business days prior to the date specified for such resignation
to take effect. If the Escrow Agent shall resign, and upon the effective date
of
the resignation of the Escrow Agent, all property then held by the Escrow Agent
pursuant to this Agreement shall be delivered by the Escrow Agent to such person
as may be designated in writing by the joint instructions of the Interested
Parties, whereupon all such Escrow Agent’s obligations hereunder shall cease and
terminate. If no such person shall have been designated by such date, all of
the
Escrow Agent’s obligations hereunder shall, nevertheless, cease and terminate.
The Escrow Agent’s sole responsibility thereafter shall be to keep safely all
Escrow Property then held by the Escrow Agent and to deliver the same to a
person jointly designated as provided in this Agreement or, if the parties
shall
have failed to designate a successor escrow agent, the Escrow Agent may deposit
the Escrow Property into a court of competent jurisdiction as provided in
Section 6 of this Agreement.
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
December
3, 2007
Page
3
11. Any
notice, request, demand and other communication hereunder shall be in writing
and shall be deemed to have been duly given if delivered by facsimile or e-mail
(if receipt is confirmed by the recipient) or sent by messenger or overnight
courier service which provides evidence of delivery or by certified or
registered mail, return receipt requested, postage
prepaid, and shall be deemed given when delivered, if to the Company or ▇▇▇▇▇▇
Partners at their addresses set forth on the signature page of this Agreement.
If any party refuses to accept delivery (other than notice given by telecopier),
notice shall be deemed to have been given on the date of attempted delivery.
Any
party may, by like notice, change the person, address or telecopier number
to
which notice should be sent.
12. This
Agreement shall in all respects be construed and interpreted in accordance
with,
and the rights of the parties shall be governed by, the laws of the State of
New
York applicable to contracts executed and to be performed wholly within such
State. Each party hereby (a) consents to the exclusive jurisdiction of the
United States district court for the Southern District of New York and Supreme
Court of the State of New York in the County of New York in any action relating
to or arising out of this Agreement, (b) agrees that any process in any action
commenced in such court under this Agreement may be served upon either (i)
by
certified or registered mail, return receipt requested, or by messenger or
courier service which obtains evidence of delivery, with the same full force
and
effect as if personally served upon him in New York City or (ii) by any other
method of service permitted by law and (c) waives any claim that the
jurisdiction of any such tribunal is not a convenient forum for any such action
and any defense or lack of in personam jurisdiction with respect
thereto.
13. Section
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
14. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, personal representatives, successors
and
assigns; provided, that any assignment of this Agreement or their rights
hereunder by any party hereto without the written consent of the other parties
shall be void. Nothing in this Agreement is intended to confer upon any other
person any rights or remedies under or by reason of this Agreement.
15. This
Agreement may be executed and delivered in counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
16. No
modification, waiver or discharge of any provisions of this Agreement shall
bind
any party unless it is in writing, specifically refers to this Agreement and
is
signed by or on behalf of the party to be bound or affected
thereby.
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
December
3, 2007
Page
4
17. ▇▇▇▇▇▇
and the Company acknowledges that the Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP is
also acting as counsel for the Company in connection with the Purchase
Agreement, and such firm shall have the right to represent the Company in any
action relating to or arising out of the Purchase Agreement any other agreement
between the Company, on the one hand, and ▇▇▇▇▇▇ Partners, on the other
hand.
[Signatures
on following page]
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
December
3, 2007
Page
5
Very
truly yours,
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Address
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Signature
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c/▇
▇▇▇▇▇▇ Capital Advisors LLC
Managing
Partner
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇
fax:
(▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇
PARTNERS, L.P.
By:
▇▇▇▇▇▇ CAPITAL ADVISORS LLC
Managing
Partner
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e-mail:
▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
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▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
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▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇▇ ▇. ▇▇▇▇▇▇, President
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EOS
HOLDINGS
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▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
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By: /s/ ▇▇▇ ▇▇▇▇▇▇ | ||
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▇▇▇
▇▇▇▇▇▇, President
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Silver
Rock I, Ltd
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇
Reef
P.O.
Box 765
Road
Town, Tortola ,
British
Virgin Islands
Attn:
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Silver
Rock I, Ltd.
/s/
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ |
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c/o
Jiangxi Moral Star Copper Technology Co., Ltd.
Ge
▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇
Attention:
▇▇.▇▇ Yiting
E-mail:
▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Fax:
▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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By:
/s/ ▇▇ ▇▇ ▇▇▇▇
▇▇
▇▇ ▇▇▇▇, CEO
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▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ P.C.
fax:
(▇▇▇) ▇▇▇-▇▇▇▇
e-mail:
▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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AGREED
TO AND ACCEPTED:
SICHENZIA
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
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By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ P.C.
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ P.C., of counsel
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