EXHIBIT 10.24
-------------
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement"), dated as of January 30, 2006,
is entered into by and among Strong Technical Inc., a Delaware corporation (the
"Company"), each of the parties listed below that is a stockholder of the
Company (collectively, the "Stockholders"), and Law Debenture Trust Company of
New York, a New York banking corporation, as escrow agent (hereinafter referred
to as the "Escrow Agent").
WHEREAS, the Company has entered into a Securities Purchase Agreement
dated as of the date hereof (the "SPA") pursuant to which the Company is issuing
(the "Offering") an aggregate of 6,900,000 shares of Series A Preferred Stock
and Warrants to acquire 121,954,050 shares of Common Stock to a number of
institutional investors (the "Purchasers"). As an inducement to the Purchasers
to participate in the Offering, the Stockholders have agreed to place the
"Escrow Shares" (as hereinafter defined) into escrow for the benefit of the
Purchasers in the event the Company fails to satisfy certain performance
thresholds described in Section 4 hereof.
WHEREAS, pursuant to the requirements of the SPA, the Company and the
Stockholders have agreed to establish an escrow for the benefit of the
Purchasers on the terms and conditions set forth in this Agreement;
WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to
the terms and conditions of this 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 Stockholders and the Company
hereby appoint Law Debenture Trust Company of New York, as escrow agent to act
in accordance with the terms and subject to the conditions set forth in this
Agreement, and the Escrow Agent hereby accepts such appointment and agrees to
act in accordance with such terms and conditions.
2. ESTABLISHMENT OF ESCROW. Upon the execution of this Agreement,
(i) each of the Stockholders is delivering to the Escrow Agent two (2) stock
certificates, each evidencing a number of shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), set forth opposite the name of
such Stockholder on Schedule A hereto (the "Escrow Shares"), together with two
(2) stock powers executed in blank (the "Escrow Powers") and (ii) the Company is
delivering to the Escrow Agent (A) written irrevocable instructions (the
"Transfer Instructions") to the transfer agent for the Common Stock (the
"Transfer Agent") instructing the Transfer Agent to issue new certificates
representing the Escrow Shares as directed by the Escrow Agent upon receipt by
the Transfer Agent of the certificates representing
the Escrow Shares and the Escrow Powers, and (B) an opinion of counsel addressed
to the Transfer Agent (the "Transfer Opinion") to the effect that the Transfer
Agent is authorized to transfer the Escrow Shares as directed by the Escrow
Agent and any such transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended. The Escrow Shares, the Escrow Powers, the
Transfer Instructions and the Transfer Opinion are hereinafter referred to
collectively as the "Escrow Deposit." The Escrow Agent hereby acknowledges
receipt of the Escrow Deposit.
3. REPRESENTATIONS OF THE STOCKHOLDERS. Each of the Stockholders
hereby severally and not jointly represents and warrants as follows:
(i) Such Stockholder has the power and authority
to execute and deliver this Agreement and to deliver its Escrow Shares
and Escrow Powers as contemplated hereby. This Agreement constitutes a
valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
(ii) No notice to, filing with, or authorization,
registration, consent or approval of any governmental authority or
other person or entity is necessary for the execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated hereby by such Stockholder.
(iii) The Escrow Shares delivered by such
Stockholder are validly issued, fully paid and nonassessable shares of
the Common Stock of the Company. Such Stockholders owns the Escrow
Shares deposited hereunder by such Stockholder beneficially and of
record, free and clear of any liens, claims or encumbrances
(collectively, "Encumbrances"), other than those created pursuant to
the terms of this Agreement and those arising under applicable federal
and state securities laws. Except for this Agreement, there are no
agreements (i) granting to any person or entity any option, warrant or
right of first refusal with respect to the Escrow Shares deposited
hereunder by such Stockholder, (ii) restricting the right of such
Stockholder to transfer the Escrow Shares deposited hereunder by such
Stockholder as contemplated hereby, or (iii) restricting any other
right of such Stockholder with respect to the Escrow Shares deposited
hereunder by such Stockholder. Such Stockholder has the absolute and
unrestricted right, power and capacity to sell, assign and transfer the
Escrow Shares deposited hereunder by such Stockholder as contemplated
hereby free and clear of any Encumbrances (except for Encumbrances
created pursuant to applicable federal and state securities laws). Upon
delivery to the Purchasers of the Escrow Shares and the Escrow Powers
deposited hereunder by such Stockholder, the Purchasers will acquire
good, valid and marketable title to the Escrow Shares deposited
hereunder by such Stockholder, free and clear of any Encumbrances.
(iv) The performance by such Stockholder of this
Agreement and the compliance by such Stockholder with the provisions
hereof will not violate any provision
2
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, the Escrow Shares deposited hereunder by
such Stockholder pursuant to the terms of any indenture, mortgage, deed
of trust or other agreement or instrument binding upon such
Stockholder.
4. DISBURSEMENT OF ESCROW DEPOSIT.
(a) In the event the audited consolidated financial
statements of the Company for the fiscal year ending December 31, 2006 ( "Fiscal
2006"), as filed by the Company with the U.S. Securities and Exchange Commission
(the "Commission") in the Company's Annual Report on Form 10-K for Fiscal 2006,
reflect a consolidated net loss for the Company for Fiscal 2006 or consolidated
net income of the Company for Fiscal 2006 of less than $7,927,000, the Escrow
Agent shall, upon receipt of the related Accountant's Certification (as defined
below) for Fiscal 2006, deliver to the Transfer Agent (i) the certificates
representing the number of Escrow Shares set forth opposite the name of each
Purchaser under the heading "Number of Escrow Shares Fiscal 2006" on Schedule B
hereto, (ii) the related Escrow Powers, (iii) the Transfer Instructions and (iv)
the Transfer Opinion. In the event the audited consolidated financial statements
of the Company for the fiscal year ending December 31, 2007 ("Fiscal 2007"), as
filed by the Company with the Commission in the Company's Annual Report on Form
10-K for Fiscal 2007, reflect a consolidated net loss of the Company for Fiscal
2007 or consolidated net income of the Company for Fiscal 2007 of less than
$15,000,000, the Escrow Agent shall, upon receipt of the related Accountant's
Certification for Fiscal 2007, deliver to the Transfer Agent (i) the
certificates representing the number of Escrow Shares set forth opposite the
name of each Purchaser under the heading "Number of Escrow Shares Fiscal 2007"
on Schedule B hereto, (ii) the related Escrow Powers, (iii) the Transfer
Instructions and (iv) the Transfer Opinion. The Company shall deliver to the
Escrow Agent a copy of its Annual Report on Form 10-K for each of Fiscal 2006
and Fiscal 2007 within two business days of the date such Annual Report is filed
with the Commission, together with a certification (an "Accountant's
Certification") from the Company's independent auditor for such fiscal year
certifying the amount of the Company' consolidated net income or consolidated
net loss, as the case may be, for such fiscal year. The Escrow Agent need only
rely on the Accountant's Certification of the Company's independent auditor in
determining the amount of the Company's consolidated net income or consolidated
net loss, as the case may be, for any fiscal year. If no Escrow Shares are to be
transferred to the Purchasers pursuant to this Section 4 for Fiscal 2006 or
Fiscal 2007, as the case may be, the Escrow Agent shall promptly deliver to each
Stockholder one of the stock certificates received by the Escrow Agent from such
Stockholder, together with one of the stock powers executed by such Stockholder
in blank.
(b) In the event the Company shall fail to deliver to the
Escrow Agent a copy of its Annual Report on Form 10-K for Fiscal 2006, together
with the related Accountant's Certification, on or before May 31, 2007, the
Escrow Agent shall deliver to the Transfer Agent (i) the certificates
representing the number of Escrow Shares set forth opposite the name of each
Purchaser under the heading "Number of Escrow Shares Fiscal 2006" on Schedule B
hereto, (ii) the relate Escrow Powers, (iii) the Transfer Instructions and (iv)
the Transfer Opinion. In the event the Company shall fail to deliver to the
Escrow Agent a copy of its Annual Report on Form
3
10-K for Fiscal 2007, together with the related Accountant's Certification, on
or before May 31, 2008, the Escrow Agent shall deliver to the Transfer Agent (i)
the certificates representing the number of Escrow Shares set forth opposite the
name of each Purchaser under the heading "Number of Escrow Shares Fiscal 2007"
on Schedule B hereto, (ii) the relate Escrow Powers, (iii) the Transfer
Instructions and (iv) the Transfer Opinion.
(c) At the time of delivery of each Accountant's
Certification, or promptly upon the written request of the Escrow Agent, the
Company shall furnish to the Escrow Agent in writing the name, address and
telephone number of the Company's then-existing Transfer Agent.
5. VOTING, DIVIDENDS AND LIQUIDATION. So long as the Escrow Agent
holds any Escrow Shares:
(i) Such Escrow Shares shall have all voting
rights to which the shares of Common Stock are entitled, and the
Stockholders shall be entitled to vote such Escrow Shares at any
meeting of stockholders of the Company.
(ii) Any dividends paid on such Escrow Shares
shall be paid to the Escrow Agent by checks of the Company made payable
to the Escrow Agent with a notation of this Agreement thereon and any
such dividends shall be held pursuant to the terms of this Agreement.
The Escrow Agent shall treat such dividends as Escrow Deposit,
available for distribution under the terms of Paragraph 4 above. The
Escrow Agent shall place the dividends in a non-interest bearing escrow
account. In connection with the release of such Escrow Shares, the
dividends thereon will be disbursed from the escrow account to the
recipient of the related Escrow Shares pursuant to Section 4 above.
(iii) Stock dividends on, and shares resulting
from stock splits of, such Escrow Shares shall be delivered to the
Escrow Agent and shall be held pursuant to this Agreement and
distributed in connection with the release of the related Escrow Shares
to the recipient thereof pursuant to Section 4 hereof.
(iv) The Stockholders agree that in the event of
dissolution, liquidation, merger, consolidation, reorganization, sale
or exchange of the Company's assets or securities (including by way of
tender offer), or any transaction or proceeding with any third party
that results in the distribution of the assets or securities of the
Company, the Stockholders will share on a pro rata, per share basis in
the distribution, in proportion to the number of shares of equity
securities of the Company that they then own at the time of the
distribution, which shall include such Escrow Shares adjusted for stock
splits, stock dividends, recapitalizations and the like.
Notwithstanding the foregoing, the distribution of assets or securities
received by the Stockholder with respect to such Escrow Shares shall be
held pursuant to this Agreement in place of the Escrow Shares for which
such assets or securities were distributed.
6. INTERPLEADER. Should any controversy arise among the parties
hereto with respect to this Agreement or with respect to the right to receive
the Escrow Shares, the Escrow Agent shall have the right to consult counsel
and/or to institute an appropriate interpleader action to
4
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 6 shall be filed
in any court of competent jurisdiction in New York County, New York, and the
Escrow Deposit 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 the Escrow
Deposit.
7. EXCULPATION AND INDEMNIFICATION OF THE ESCROW AGENT.
(a) The 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.
The Escrow Agent acts under this 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. The Escrow Agent will have no duties or responsibilities other than
those expressly set forth herein. The Escrow Agent will be under no liability to
anyone by reason of any failure on the part of any party hereto (other than the
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 Agreement and instructions to the Escrow Agent
pursuant to the terms of this Agreement, the 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.
(b) The 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, in
good faith and in the exercise of its own best judgment, and 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 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 reasonably believed by the 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 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.
(c) The Escrow Agent will be indemnified and held
harmless by the Company from and against any expenses, including reasonable
attorneys' fees and disbursements, damages or losses suffered by the Escrow
Agent in connection with any claim or demand, which, in any way, directly or
indirectly, arises out of or relates to this Agreement or the services of the
Escrow Agent hereunder; except, that if the Escrow Agent is guilty of willful
misconduct, fraud or gross negligence under this Agreement, then the Escrow
Agent will bear all losses, damages and expenses arising as a result of such
willful misconduct, fraud or gross negligence. Promptly after
5
the receipt by the Escrow Agent of notice of any such demand or claim or the
commencement of any action, suit or proceeding relating to such demand or claim,
the Escrow Agent 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, of 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 7 shall survive the termination of this Agreement.
8. COMPENSATION OF ESCROW AGENT. Upon execution and delivery of
the Agreement, the Company will pay the Escrow Agent $7,500 for all services
rendered by the Escrow Agent hereunder.
9. RESIGNATION OF ESCROW AGENT. At any time, upon thirty (30)
days' written notice to the Company, the Escrow Agent may resign as escrow agent
hereunder upon the appointment of a successor escrow agent reasonably
satisfactory to the Purchasers holding a majority of the shares of Series A
Preferred Stock then outstanding. Upon the appointment of a successor escrow
agent, the Escrow Agent will promptly deliver to such successor escrow agent the
Escrow Deposit, at which point the resigning Escrow Agent shall have no further
duties or obligations hereunder. If, by the end of the 30-day period following
the giving of notice of resignation by Escrow Agent, no successor escrow agent
has been appointed, the Escrow Agent may interplead the Escrow Deposit into the
registry of any court having jurisdiction.
10. RECORDS. The Escrow Agent shall maintain accurate records of
all transactions hereunder. Promptly after the termination of this Agreement or
as may reasonably be requested by the parties hereto from time to time before
such termination, the Escrow Agent shall provide the parties hereto, as the case
may be, with a complete copy of such records, certified by the 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 the Escrow Agent.
11. NOTICE. All notices, communications and instructions required
or desired to be given under this 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.
12. EXECUTION IN COUNTERPARTS. This 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.
13. ASSIGNMENT AND MODIFICATION. This 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 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 Agreement.
No portion of the Escrow Deposit shall be subject to interference or control by
any creditor of any
6
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 Agreement. This Agreement may be changed or modified only
with the prior written consent of the Purchasers holding a majority of the
shares of Series A Preferred Stock then outstanding. Any such amendment or
modification shall be in writing signed by all of the parties hereto.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN. ANY LITIGATION CONCERNING THE
SUBJECT MATTER OF THIS AGREEMENT SHALL BE EXCLUSIVELY PROSECUTED IN THE COURTS
OF NEW YORK COUNTY, NEW YORK, AND ALL PARTIES CONSENT TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THOSE COURTS.
15. HEADINGS. The headings contained in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.
16. 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 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.
17. DURATION. This Agreement shall terminate on the distribution
by the Escrow Agent of all of the Escrow Shares.
18. THIRD PARTY BENEFICIARY. Each Purchaser is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.
STRONG TECHNICAL INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Representative
7
LAW DEBENTURE TRUST COMPANY
OF NEW YORK, AS ESCROW AGENT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
STOCKHOLDERS:
/s/ ▇▇▇▇▇▇ ▇▇▇
-------------------------------
ZHU, Xianfu
/s/ Baoke Ben
-------------
BEN, Boake
/s/ Liu Chaoyang
----------------
LIU, Chaoyang
/s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------
WANG, Qinghe
/s/ Shuichi Si
--------------
SI, Shuichi
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------
WANG, Juanjuan
/s/ ▇▇▇▇▇ ▇▇▇
-------------
LIN, Yousu
/s/ ▇▇▇▇ ▇▇▇▇
-------------
▇▇▇▇, ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
----------------
WANG, Yunchun
8
SCHEDULE A
----------
NUMBER OF NUMBER OF
ESCROW SHARES ESCROW SHARES
NAME OF STOCKHOLDER ADDRESS FISCAL 2006 FISCAL 2007
------------------- ------- ----------- -----------
Zhu, Xianfu * 11,255,250 11,255,250
Ben, Baoke * 1,481,345 1,481,345
Liu, Chaoyang * 1,095,599 1,095,599
Wang, Qinghe * 1,081,681 1,081,681
Si, Shuichi * 1,049,867 1,049,867
Wang, Juanjuan * 938,517 938,517
Lin, Yousu * 994,192 994,192
▇▇▇▇, ▇▇▇▇ * 994,192 994,192
Wang, Yunchun * 994,192 994,192
---------------------
* c/o Henan Zhongpin Food Share Co., Ltd., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, The People's Republic of China
A-1
SCHEDULE B
----------
NUMBER OF NUMBER OF
TAX I.D. ESCROW SHARES ESCROW SHARES
NAME OF PURCHASER ADDRESS NUMBER FISCAL 2006 FISCAL 2007
----------------- ------- ------ ----------- -----------
Pinnacle China Fund L.P. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 4,322,573 4,322,573
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Amaranth Global Equities c/o Dundee Leeds Management Services ▇▇-▇▇▇▇▇▇▇ 720,429 720,429
Master Fund Limited (Cayman) Ltd.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇. ▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇.
▇▇▇▇▇▇ Town, Grand Cayman
Cayman Islands, British West Indies
Atlas Capital Master Fund LP c/o Admiral Administration 817,687 817,687
Admiral Financial Center, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Box 32021
SMB
Grand Cayman, Cayman Islands
Atlas Capital (Q.P.), LP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇ 495,655 495,655
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlas Capital Offshore Exempt c/o Admiral Administration 127,516 127,516
Fund, Ltd. Admiral Financial Center, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Box 32021
SMB
Grand Cayman, Cayman Islands
B-1
NUMBER OF NUMBER OF
TAX I.D. ESCROW SHARES ESCROW SHARES
NAME OF PURCHASER ADDRESS NUMBER FISCAL 2006 FISCAL 2007
----------------- ------- ------ ----------- -----------
BFS US Special Opportunities Front National Bank 720,429 720,429
Trust PLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ T-8
Crestview Capital Master LLC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇-▇▇▇▇▇▇▇ 720,429 720,429
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
D.H. Vermoegensverwaltung - Op ▇▇ ▇▇▇ 7 3,602,144 3,602,144
und Beteiligungsgesellschaft 25337 Elmshorn
mbH Germany
Jayhawk China Fund (Cayman), Ltd. c/o Genesis Fund Service Limited ▇▇-▇▇▇▇▇▇▇ 1,440,858 1,440,858
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Renaissance US Growth Investment Front National Bank 720,429 720,429
Trust PLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ T-8
Dallas, TX [7206]
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇-▇▇ ###-##-#### 216,129 216,129
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sandor Capital Master Fund, L.P. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇ 360,214 360,214
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Partners, L.P. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 1,260,750 1,260,750
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B-2
NUMBER OF NUMBER OF
TAX I.D. ESCROW SHARES ESCROW SHARES
NAME OF PURCHASER ADDRESS NUMBER FISCAL 2006 FISCAL 2007
----------------- ------- ------ ----------- -----------
Special Situations Private Equity ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 618,128 618,128
Fund, L.P. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Special Situations Fund III QP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 1,419,965 1,419,965
L.P. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Special Situations Fund III, L.P. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 123,193 123,193
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SRB Greenway Offshore Operating ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ 19,235 19,235
Fund, L.P. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
SRB ▇▇▇▇▇▇▇▇ Capital, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 38,399 38,399
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
SRB Greenway Capital (QP), L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 302,580 302,580
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
Vision Opportunity Master Fund, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 1,296,772 1,296,772
LTD ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
WS Opportunity Fund International, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ 273,763 276,763
Ltd. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
WS Opportunity Fund, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 158,494 158,494
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
B-3
NUMBER OF NUMBER OF
TAX I.D. ESCROW SHARES ESCROW SHARES
NAME OF PURCHASER ADDRESS NUMBER FISCAL 2006 FISCAL 2007
----------------- ------- ------ ----------- -----------
WS Opportunity Fund (QP), L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 108,064 108,064
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
B-4