AGREEMENT FOR THE TRANSFER OF SHARES OF VoIPCom USA, INC.
AGREEMENT
FOR THE TRANSFER OF
SHARES
OF VoIPCom USA, INC.
THIS
AGREEMENT for the purchase of shares, (the “Agreement”) made this 12th day of
May 2008, between AmeriResource Technologies, Inc., a Delaware corporation
(“Seller”) holding a controlling interest in a company known as
VoIPCom USA, Inc. (“VCMU”), appearing on the “Pink Sheets” under the trading
symbol of “VCMU” and ▇▇▇▇ ▇▇▇ Peng (“▇▇▇▇” or “Purchaser”), the Purchaser
(“Purchaser”), for the purpose of setting forth the terms and conditions upon
which the Seller will sell to the Purchaser (and/or assigns), Sixty Six
Million (66,000,000) Shares of Common Stock of
VCMU.
In
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WITNESSETH:
WHEREAS,
the Seller and Purchaser entered into an Escrow Agreement and have appointed
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney at Law, in the State of Utah, to act as the Escrow
Agent. The Escrow Agent will receive and hold all consideration
received from the Purchaser for the sale of the VCMU Shares of Common Stock and
all documents and corporate records of VCMU; and
NOW
THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, the parties herewith agree as
follows:
ARTICLE
I
SALE OF
SHARES OF COMMON STOCK
1.01 Subject
to the terms and conditions of this Agreement, the Seller agrees to
sell Sixty Six Million (66,000,000) Shares of Common Stock of VCMU and the
Purchaser agree to purchase the Shares of Common Stock of VCMU for a total of
Two Hundred Thousand Dollars ($200,000.00) (the “Purchase
Price”). This is a private transaction between the Sellers and the
Purchasers.
1.02 The
Seller and the Purchaser hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney at Law
(“▇▇▇▇▇▇▇▇▇”) as the agent to handle the distribution of the funds received for
the sale of the Shares of Common Stock and the distribution of all documents and
corporate records of VCMU to be held by ▇▇▇▇▇▇▇▇▇.
1.03 Deposit: Any
funds that the Purchaser forwards toward the Purchase Price for the Shares of
Stock to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney at Law, are to be held in trust until the
execution of this Agreement by all parties. If, at the Closing, (as
defined below in Section 4.01) the Seller and Purchaser have failed to do all
things required to be completed pursuant to the terms hereof, this Agreement can
be terminated with the Seller and any funds so deposited will be immediately
refunded to the Purchaser
1
1.04 The
Shares of Stock issued by VCMU and the VCMU’s books and records (the “Original
Documents”) shall remain with ▇▇▇▇▇▇▇▇▇ until the transaction closes and
▇▇▇▇▇▇▇▇▇ can forward the Original Documents to the appropriate parties along
with all the documents representing VCMU’s corporate books and records in the
Seller’s possession.
1.05 Upon
the signing of this Agreement and its delivery to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a copy of
this signed Agreement will be forwarded to the Escrow Holder and an Escrow will
be established.
1.06 The
Closing will take place on or before May 20, 2008 or shortly thereafter, under
the terms described in Article IV of this Agreement.
ARTICLE
II REPRESENTATIONS AND WARRANTIES
The Sellers hereby represents and
warrants to the Purchasers, the following:
2.01 Organization. The
corporation VCMU is a corporation duly organized in the State of Delaware and
has all necessary corporate powers to conduct business. All actions
taken by the incorporators, directors and/or shareholders of VCMU have been
valid and in accordance with the laws of the State of Delaware.
2.02 Capital. The
authorized capital stock of VCMU currently consists of 500,000,000 Shares of
Common Stock, with a par value of $0.0001, of which 1,109,350 Shares of Common
Stock are issued and outstanding. At the Closing, there will be
66,109,350 Shares of Common Stock issued and outstanding and the Purchaser will
receive Sixty Six Million (66,000,000)) Shares of Common Stock. All
Shares of Common Stock is voting stock. At the Closing, there will be no
outstanding Preferred shares, subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating VCMU to
issue or to transfer from treasury any additional shares of its capital stock.
There are 140 shareholders of record of VCMU. The Seller has title to
the Shares of Common Stock as fully paid and non-assessable and in accordance
with Delaware corporate law and the applicable federal securities laws of the
United States of America.
2.03 Absence of
Changes. Since VCMU has remained relatively dormant, there has
been no change in the financial condition or operations of VCMU except changes
in the ordinary course of business, which changes have not in the aggregate been
materially adverse.
2.04 Status of
VCMU. Purchaser is agreeing to take the shares of VCMU as set
forth herein and is agreeing to accept VCMU as is and without additional
warranties or representations except as set forth specifically herein. Seller
and VCMU are not aware of any pending, threatened or asserted claims, lawsuits
or contingencies involving VCMU, other than as disclosed to the Purchaser. There
is no other dispute of any kind between VCMU and any third party, and no such
dispute will exist at the Closing of this transaction. At the
Closing, VCMU will be free from any and all liabilities, liens, claims and/or
commitments.
2
2.05 Ability to Carry Out
Obligations. The Seller has the right, power, and authority to
enter into, and perform its obligations under this Agreement. The
execution and delivery of this Agreement by the Seller and the performance by
the Seller of its obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which VCMU, the officers, directors or Seller are a party, or by which they
may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would cause the Purchaser (and/or
assigns) to be liable to any party, or (c) an event that would result in the
creation or imposition of any lien, charge, or encumbrance on any asset of VCMU
or upon the Shares of Common Stock issued by VCMU to be acquired by
the Purchaser.
2.06 Full
Disclosure. None of representations and warranties made by or
in any certificate or memorandum furnished or to be furnished by the Seller
regarding VCMU, or VCMU on its behalf, contains or will contain any untrue
statement of a material fact, or omit any material fact the omission of which
would be misleading.
2.07 Compliance with
Laws. VCMU has complied with, and is not in violation of any
federal, state, or local statute, law, and/or regulation pertaining to
VCMU. VCMU has complied with all federal and state securities laws in
connection with the offer, sale and distribution of its securities.
2.08 Litigation. VCMU
is not a party to any existing or pending suit, action, arbitration, or legal
administrative, or other proceeding, or prior, existing or pending governmental
investigation, other than as disclosed by Seller to the Purchaser. VCMU is not
subject to or in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department, agency, or
instrumentality.
2.09 Conduct of
Business. Prior to the Closing, VCMU shall conduct its
business in the normal course, and shall not without the approval of the
Purchaser, (i) sell, pledge, or assign any assets, (ii) amend its Certificate of
Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other
securities, except as provided in Section 6.12, (iv) incur any liabilities,
except in the normal course of business, (v) commit to or issue any options,
warrants or shares of common stock in the capital of VCMU; (vi) enter into any
debt, loan, debenture or encumbrance arrangement with respect to VCMU
or principal shareholders, officers and directors of VCMU, (vii) acquire or
dispose of any assets, enter into any contract, guarantee obligations of any
third party, or (viii) enter into any other transaction.
2.10 Corporate
Documents. Each of the following documents, which are true,
complete and correct in all material respects, will be submitted at the
Closing:
(i) Certificate of
Incorporation; See attached articles
(ii) Bylaws See attached
By-Laws
3
(iv) Consent of the Board of
Directors; Will follow
(v) List of
Officers and Directors and the resignation(s) of officers and directors; Will
follow
(vi) Secretary
of State Filing Receipt or other evidence of good standing; See
attached
(vii) Stock register and
stock certificate and transfer records of VCMU; See attached email from Pacific
Transfer Co.
(viii) Certificate of
Officer(s) with respect to accuracy of representations and warranties in Article
II herein; Will follow
(ix) Corporate/minute
book of VCMU with all updated entries and filings; Certificate of Officer of
VCMU as to accuracy and correctness of representations
and warranties in Article
II herein; Will follow
(x) Shareholders'
resolustions appointing new directors. Will follo
2.11 Closing
Documents. All minutes, consents or other documents
pertaining to VCMU to be delivered at the Closing shall be valid and in
accordance with the laws of the State of Delaware.
2.12 Title. The
Sellers have good title to the Shares of Common Stock being sold to the
Purchaser, pursuant to this Agreement. The Shares of Common Stock
will be, at the Closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind. Except as
provided in this Agreement, the Seller and VCMU are not parties to any agreement
which offers or grants to any person the right to purchase or acquire any of the
Shares of Common Stock of VCMU. The Sellers and VCMU are not aware of any
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the purchase of the Shares of Common Stock. The Seller and the
Purchaser shall act in good faith at all times and act expediently to complete
the transaction contemplated herein.
2.13 Representations. All
representations made by the Seller and the Purchaser shall be true as of the
Closing and all such representations shall survive the Closing.
4
ARTICLE
III
INVESTMENT
INTENT
3.01 Transfer
Restrictions. The
Seller and the Purchaser agree that the Shares of Common Stock being acquired
pursuant to this Agreement may be sold, pledged, assigned, hypothecated or
otherwise transferred, with or without consideration (“Transfer”) only pursuant
to an exemption from registration under the Act.
ARTICLE
IV
CLOSING
4.01 Closing. The
Closing of this transaction will occur when the Original Documents and all
corporate records of VCMU have been approved by the Purchasers and consideration
described below has been delivered (the “Closing”). Unless the
Closing of this transaction takes place on or before May 20, 2008, or shortly
thereafter, then either party may terminate this Agreement. If this
Agreement is terminated due to the failure of the Seller to provide the
documents specified in Article 2.11, or the documents listed below in Section
4.02, then all consideration paid by the Purchaser shall be returned to the
Purchaser and the Purchaser will have no further liability to the Seller in
which case the remaining funds in Escrow shall be automatically released by the
Escrow Holder to the Purchaser within Two (2) business days of date of such
termination.
4.02 Documents to be Delivered at
Closing. As part of the Closing, those documents listed in
2.13 of this Agreement, as well as the following documents, in form reasonably
acceptable to counsel to the parties, shall be delivered:
(a) By
the Seller:
(i) Sixty
Six Million (66,000,000) Shares of Common Stock of VCMU.
(ii) copies of all of the business and
corporate records of VCMU that are in the possession of the Seller
along with representations that there are no outstanding debts and/or
debentures; and
(iii) such other documents of VCMU that are
executed in the normal course of business.
(b) By
the Purchaser;
(i) transfer to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney at Law, the $200,000
representing the Purchase Price for the Shares of Common Stock, along with stock
powers, complete with Medallion Signature Guarantees.
5
ARTICLE
V
REMEDIES
5.01 Arbitration. Any
controversy of claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Nevada, in accordance with the Rules of the American Arbitration Association
then existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.
5.02 Termination. In
addition to any other remedies, the Purchaser may on or before the Closing date,
terminate this Agreement, if at the Closing, the Seller and VCMU have failed to
comply totally with all material terms of this Agreement, have failed to supply
any documents required by this Agreement unless they do not exist, or have
failed to disclose any material facts which could have a substantial effect on
any part of this transaction, the Escrow is terminated and the Purchaser will be
refunded the total of all payments delivered to the Escrow Agent.
ARTICLE
VI
MISCELLANEOUS
6.01 Captions and
Headings. The article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
6.02 No Oral
Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non
Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
6.04 Time of
Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire
Agreement. This Agreement, including any and all attachments
hereto, if any, contains the entire Agreement and understanding between the
parties hereto, and supersedes all prior agreements and
understandings.
6
6.06 Significant
Changes The Seller understands that significant changes
may be made in the capitalization and/or stock ownership of VCMU, which changes
could involve a reverse stock split and/or the issuance of additional Shares of
Common Stock, thus possibly having a significant negative effect on the
percentage of ownership and/or number of Shares of Common Stock owned by present
shareholders of VCMU.
6.07 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable
to all parties.
6.08 Notices. All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, or on the second day if
faxed, and properly addressed or faxed as follows:
If to the
Seller:
AmeriResource
Technologies, Inc.
Attn: ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
If to the
Purchaser:
▇▇▇▇
▇▇▇ Peng
4th Floor,
Wisma Dani
▇▇. ▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇@▇▇.▇▇▇.▇▇ &
▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
& ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Phone:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax: ▇▇▇▇
▇▇▇▇▇▇▇▇
If the
Escrow Holder:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Attorney at Law
59
West ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Phone:
(801) 575-8073 ext. 105
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
7
6.09 Binding
Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives, successors and
assigns of each of the parties to this Agreement.
6.10 Effect of
Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the Closing of this
Agreement.
6.11 Mutual
Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall execute such
other and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
In
witness whereof, this Agreement has been duly executed by the parties hereto as
of the date first above written.
SELLER: AMERIRESOURCE
TECHNOLOGIES, INC., a Delaware corporation
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By:____________________________________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇▇, President
PURCHASER: ▇▇▇▇
▇▇▇ PENG, an individual
/s/
▇▇▇▇ ▇▇▇ Peng
By:
___________________________________________________________
▇▇▇▇
▇▇▇ Peng
8
ESCROW
AGREEMENT
This
Escrow Agreement (hereinafter "Escrow Agreement") is made and entered into this
12th
Day of May 2008 by the Selling Shareholder (“Seller”) of VoIPCom USA,
Inc. (“VCMU”), a Delaware corporation trading under the symbol
▇▇▇▇.▇▇ and ▇▇▇▇ ▇▇▇ Peng (“Purchaser”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney At Law,
(“▇▇▇▇▇▇▇▇▇”) who will act as Escrow Holder ("Escrow Holder").
WITNESSETH
In
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WHEREAS:
|
A.
|
The
Seller is selling Sixty Six Million (66, 000,000) Million Shares of Common
Stock of VCMU. The Seller are also transferring the complete books and
records of VCMU for a total purchase price of Two Hundred Thousand ($US
200,000.00) (“Total Purchase Price). The Purchaser acknowledges that VCMU
currently has 66,109,350 Shares of Common Stock and zero (0)
Preferred Share outstanding.
|
|
B.
|
The
Purchaser is an individual citizen of Malaysia holding Malaysian Identity
Card Number 651111-08-6089
|
|
C.
|
The
Seller is a Delaware corporation that is currently the parent corporation
of VCMU; and
|
|
D.
|
The
Seller and the Purchaser desire to establish an Escrow Account for the
amount to be paid by the Purchaser for the Shares of Common Stock in the
total amount of $200,000 and Seller to deliver to Purchaser all of the
VCMU books, records and documents in the possession of Seller or VCMU,
along with the resignations of all officers and
directors.
|
|
E.
|
The
Seller and the Purchaser desire that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney At Law,
(“Escrow Holder”), serve as the Escrow Holder in connection with the
Selling Agreement.
|
DEPOSIT:
|
(a)
The Purchasers have deposited $0.00 toward the purchase of the Shares
of Common Stock issued by VCMU, along with this signed Escrow
Agreement, to Escrow Holder. Any funds advanced by the
Purchaser will be deposited in an account under the control of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (a non-interest bearing account) and will be held therein until
the closing, as defined in paragraph 3 herein. A fully signed
copy of the Escrow Agreement shall be delivered to the Seller and the
Purchaser upon execution. The $0.00on deposit with the Escrow
Holder will be added to make a total of $200,000 to make up the total
payment for the Shares of Common Stock to be delivered to Purchaser and
the books and records of VCMU as further described in the Agreement
between the parties.
|
|
(i)
|
(b)
The Selling Agreement shall be fully signed and delivered to all
parties. The Purchaser shall notify the Escrow Holder when the
review and examination of VCMU’s records and all books, records and
shareholder list of VCMU has been reviewed to the Purchaser’s
satisfaction. This review will be within the normal course of
business within Seven (7) days of receipt of such information whereupon
the total funds on deposit will be refundable if the books and records of
VCMU are not as represented by the
Sellers.
|
1
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and obligations herein contained, the parties hereto agree as
follows:
1. The
Seller will, upon request, make available, for review and inspection by the
Purchaser or his representative(s), copies of all documents listed in the
Selling Agreement and all other documents which may be requested by the
Purchaser that are available.
2. The
Seller will immediately forward to Escrow Holder, all documents listed in the
Selling Agreement and the books and records of VCMU (the “Original
Documents”). The Original Documents will be held by the Escrow Holder
until the Closing, with copies to the Purchaser. The Purchaser will
be allowed to review all of the documents.
3. The
Closing shall take place immediately upon receipt of $200,000 for
the purchase of the Shares of Common Stock) and the approval by the
Purchaser of the purchase of the Shares of Common Stock and the books and
records of VCMU and the receipt of all Original Documents properly endorsed or
assigned as required by the Purchaser, and as delivered by the Escrow Holder on
behalf of the Seller to the Purchaser.
4. The
Escrow Holder is hereby instructed to receive and hold the Funds, the Shares of
Common Stock, the Original Documents, other documents and corporate records of
VCMU described above, in the Escrow Account and shall not be released or dealt
with in any manner whatsoever inconsistent with this Escrow Agreement, until the
occurrence of events triggering the Closing. The Closing will take place at the
office of the Escrow Holder, and any communication between the parties can be by
telephone or fax and the signing of any documents can be done by
fax. It will not be necessary for any party to be present at the
Closing so long as all parties have agreed in writing to all transactions
involved.
5. The
Escrow Holder shall have no duties or obligations other than those specifically
set forth herein. The acceptance by the Escrow Holder of its duties
under this Escrow Agreement is subject to the terms and conditions hereof, which
shall govern and control with respect to its rights, duties, liabilities and
immunities.
6. The
Sellers, the Purchasers and the Escrow Holder understand and agree that the
Escrow Holder is not a principal, participant, or beneficiary of the underlying
transactions which necessitate this Escrow Agreement. The Escrow
Holder shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in acting or
refraining from acting on any instrument believed by it to be genuine and to
have been signed or presented by the proper party or parties, their officers,
representatives or agents. So long as the Escrow Holder has acted in
good faith or on the advice of counsel or has not been guilty of willful
misconduct or gross negligence, the Escrow Holder shall have no liability under,
or duty to inquire beyond the terms and provisions, of this Escrow Agreement,
and it is agreed that its duties are purely ministerial in
nature. Escrow Holder shall, in no event, be liable for any exemplary
or consequential damages.
2
7. The
Escrow Holder does not have any responsibility to review any documents which
shall be held in the Escrow Account for accuracy or completeness. The
Sellers shall have full responsibility to assure that all documents required by
the Selling Agreement are so delivered to escrow, and the Purchasers shall have
the full responsibility to review all documents for completeness and
accuracy.
8. The
Escrow Holder shall not be obligated to take any legal actions hereunder which
might, in the Escrow Holder's judgment, involve any expense or liability, unless
the Escrow Holder shall have been furnished with reasonable
indemnity.
9. The
Escrow Holder is not bound in any way by any other contract or Agreement between
the parties hereto whether or not the Escrow Holder has knowledge thereof of its
terms and conditions and the Escrow Holder's only duty, liability and
responsibility shall be to hold and deal with the Escrow Documents as herein
directed.
10. The
Escrow Holder shall not be bound by any modification, amendment, termination,
cancellation, rescission or super session of this Escrow Agreement unless the
same shall be in writing and signed by all of the other parties hereto and, if
its duties as Escrow Holder hereunder are affected thereby, unless it shall have
given prior written consent thereto.
11.
The parties hereto each jointly and severally agree to indemnify the Escrow
Holder against, and hold the Escrow Holder harmless from anything which the
Escrow Holder may do or refrain from doing in connection with his performance or
non-performance as Escrow Holder under this Agreement and any and all losses,
costs, damages, expenses, claims and attorneys' fees suffered or incurred by the
Escrow Holder as a result of, in connection with or arising from or out of the
acts of omissions of the Escrow Holder in performance of or pursuant to this
Agreement, except such acts or omissions as may result from the Escrow Holder's
willful misconduct or gross negligence.
12. In
the event of any disagreement between the Seller and the Purchaser or either of
them concerning this Escrow Agreement or between them or any of them and any
other person, resulting in adverse claims or demands being made in connection
with the Funds, or in the event that the Escrow Holder is in doubt as to what
action the Escrow Holder should take hereunder, the Escrow Holder may, at its
option, refuse to comply with any claims or demands on it, or refuse to take any
other action hereunder, so long as such disagreement continues or such doubt
exists, and in any such event, the Escrow Holder shall not be or become liable
in any way or to any person for its failure or refusal to act, and the Escrow
Holder shall be entitled to continue so to refrain from acting
until:
(a) the
rights of the Seller and the Purchaser shall have been fully and finally
adjudicated through arbitration as provided herein, or by a court of competent
jurisdiction; or arbitration.
(b) all
differences shall have been adjusted and all doubt resolved by agreement between
the parties, and the Escrow Holder shall have been notified thereof in writing
signed by all parties.
13.
Should Escrow Holder become involved in litigation or arbitration in any manner
whatsoever on account of this agreement or the Funds and/or the stock
certificates, the parties hereto (other than Escrow Holder), hereby bind and
obligate themselves, their heirs, personal representatives, successors, assigns
to pay Escrow Holder, in addition to any charge made hereunder for acting as
Escrow Holder, reasonable attorneys' fees incurred by Escrow Holder, and any
other disbursements, expenses, losses, costs and damages in connection with or
resulting from such actions.
3
14.
If at any time a dispute shall exist as to the terms of this Agreement, the
duties of the Escrow Agent hereunder, or the rights of any person in or to any
or all of the funds deposited in the Escrow Account, the Escrow Agent may
deposit all Escrow Funds and documents, together with all documents delivered to
it pursuant to this Agreement, with the Clerk of a District Court in the State
of Utah, and may interplead the parties hereto. Upon so depositing such Escrow
Funds and documents and filing its complaint in interpleader, the Escrow Agent
shall be completely discharged and released from all further liability or
responsibility under the terms of this Agreement. The parties hereto,
for themselves and their successors and assigns, do hereby submit themselves to
the jurisdiction of said Court and do hereby appoint the Clerk of said Court as
their agent for service of all process in connection with the proceedings
mentioned in this paragraph.
15. The
terms of these instructions are irrevocable by the undersigned unless such
revocation is consented to in writing by each of the Sellers and the
Purchasers.
16. The
Escrow Holder may resign as escrow agent in respect of the funds by giving
written notice to the Seller and the Purchaser. The resignation of
the Escrow Holder shall be effective, and the Escrow Holder shall cease to be
bound by this Escrow Agreement for thirty (30) days following the date that
notice of resignation was given.
17. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If to the
Seller:
AmeriResource
Technologies, Inc.
Attn: ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
If to the
Purchasers:
▇▇▇▇
▇▇▇ Peng
4th Floor,
Wisma Dani
▇▇. ▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇@▇▇.▇▇▇.▇▇ &
▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
& ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Phone:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax:
▇▇▇▇ ▇▇▇▇▇▇▇▇
4
If the
Escrow Holder:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Attorney at Law
59
West ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Phone:
(801) 575-8073 ext. 105
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
or such
other address as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered, mailed, or faxed.
18. This
Escrow Agreement shall be construed according to the laws of the State of Utah
and the parties submit themselves to the exclusive jurisdiction of the Courts of
the State of Utah in the event of any dispute.
19. This
Escrow Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same. Facsimile copies may act as
originals.
This
Escrow Agreement is executed as of May 12, 2008
SELLER: AMERIRESOURCE
TECHNOLOGIES, INC., a Delaware corporation
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By:____________________________________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇▇, President
PURCHASER: ▇▇▇▇
▇▇▇ PENG, an individual
/s/
▇▇▇▇ ▇▇▇ Peng
By:
___________________________________________________________
▇▇▇▇
▇▇▇ Peng
OlzHolze
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Attorney at Law - Escrow Holder
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By:
___________________________________________________________
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Attorney at Law
5