MAKE GOOD ESCROW AGREEMENT
This
Make
Good Escrow Agreement (the "Make Good Agreement"), dated November 17, 2007,
is
entered into by and among New Paradigm Productions, Inc., a Nevada corporation
which will change its corporate name to China Marine Food Group Limited (the
“Company”),
Sterne Agee & ▇▇▇▇▇, Inc., as agent for the Investors (defined below)
(“Sterne
Agee”),
▇▇▇▇▇▇▇ ▇▇▇, as the make good pledgor (the “Make
Good Pledgor”),
and
Interwest Transfer Co., Inc., as the make good escrow agent (the “Make
Good 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 of even date hereof (the
“Purchase
Agreement”),
evidencing their participation in the Company's private offering (the
“Offering”)
of
Units. As an inducement to the Investors to participate in the Offering and
as
set forth in the Purchase Agreement, the Make Good Pledgor agreed to place
the
Escrow Shares (as defined in Section 3 hereto) into escrow for the benefit
of
the Investors in the event the Company fails to satisfy certain After-Tax Net
Income thresholds.
WHEREAS,
pursuant to the requirements of the Purchase Agreement, the Company and Make
Good Pledgor have agreed to establish an escrow on the terms and conditions
set
forth in this Make Good Agreement;
WHEREAS,
Sterne Agee has agreed to act as agent for the Investors in connection with
this
Make Good Agreement and the Investors have consented thereto pursuant to the
terms and conditions of that are set out in the Purchase Agreement;
and
WHEREAS,
the Make Good Escrow Agent has agreed to act as escrow agent pursuant to the
terms and conditions of this Make Good Agreement.
NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:
1.
Definitions.
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement.
2.
Appointment
of Make Good Escrow Agent.
The Make
Good Pledgor, Sterne Agee and the Company hereby appoint Make Good Escrow Agent
to act in accordance with the terms and conditions set forth in this Make Good
Agreement, and Make Good Escrow Agent hereby accepts such appointment and agrees
to act in accordance with such terms and conditions.
3.
Establishment
of Escrow.
Within
one Trading Day following the execution of the Purchase Agreement, the Make
Good
Pledgor shall deliver, or cause to be delivered, to the Make Good Escrow Agent
certificates evidencing a number of shares of the Company’s common stock, par
value $0.001 per share (the “Common
Stock”)
equal
to the 2008 Make Good Shares and the 2009 Make Good Shares along with undated
stock powers with Medallion guarantees, in the form and number acceptable to
the
Investors in their reasonable discretion (or such other signed instrument of
transfer acceptable to the Company’s Transfer Agent (as defined in Section 5a
below)). The 2008 Make Good Shares and the 2009 Make Good Shares are
collectively referred to herein as the “Escrow
Shares”.
The
parties hereby agree that in conjunction with a negotiated sale, open market
sale or other transfer of Investor’s Securities, Investor shall have the right
to assign to a transferee all or a portion of its right in the Escrow
Shares.
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4.
Representations
of the Make Good Pledgor and Company.
The
Make Good Pledgor and Company hereby represent and warrant, severally and not
jointly, as to itself only, to Sterne Agee and the Investors as follows:
a. The
Make
Good Pledgor has all individual power and authority to enter into this Agreement
and to carry out his obligations hereunder. This Agreement has been duly
executed by the Make Good Pledgor, and when delivered by the Make Good Pledgor
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of the Make Good Pledgor, enforceable against him in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
b. The
Make
Good Pledgor is the sole record and beneficial owner of the Escrow Shares,
as
the term beneficial owner is defined under Rule 13d-3(d) under the Exchange
Act,
free and clear of all pledges, liens and encumbrances.
c. All
of
the Escrow Shares are validly issued, fully paid and nonassessable shares of
the
Company, and are 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.
d. Performance
of this Make Good Agreement and compliance with the provisions hereof will
not
violate any provision of any applicable law and will not conflict with or result
in any breach of any of the terms, conditions or provisions of, or constitute
a
default under, or result in the creation or imposition of any lien, charge
or
encumbrance upon, any of the properties or assets of Make Good Pledgor pursuant
to the terms of any indenture, mortgage, deed of trust or other agreement or
instrument binding upon Make Good Pledgor, other than such breaches, defaults
or
liens which would not have a material adverse effect taken as a whole.
5.
Disbursement
of Escrow Shares.
a. Fiscal
Year Ended December 31, 2008.
The
Make Good Pledgor agrees that if the After-Tax Net Income for the fiscal year
ended December
31, 2008
reported in the Company’s 2008 Annual Report, and as adjusted in accordance with
Section 5.2(a) of the Purchase Agreement, is less than the 2008 Guaranteed
ATNI,
Sterne
Agee shall provide written instruction (with a copy to the Company) to the
Make
Good Escrow Agent to instruct the Company’s
transfer agent (“Transfer
Agent”)
to
transfer to each Investor their pro rata share of the 2008 Make Good Shares
as
determined under Section 5.2(a) of the Purchase Agreement. The Make Good Escrow
Agent and Transfer Agent need only rely on the letter of instruction from Sterne
Agee in this regard and will disregard any contrary instructions. Sterne ▇▇▇▇’▇
instructions as to the allocation of the 2008 Make Good Shares shall be based
on
Exhibit
A
hereto
and the Make Good Escrow Agent and the Transfer Agent shall be entitled to
rely
on the calculations on Exhibit A as provided by Sterne Agee in releasing the
Escrow Shares for disbursement, with no further responsibility to calculate
or
confirm amounts. If the Company’s 2008 Annual Report reflect that the 2008
Guaranteed ATNI has been achieved, no transfer of the 2008 Make Good Shares
shall be required by this Section and Sterne Agee shall provide written
instruction (with a copy to the Company) to the Make Good Escrow Agent to return
all 2008 Make Good Shares deposited with the Make Good Escrow Agent to the
Make
Good Pledgor within seven Business Days after the Make Good Determination Date,
provided that Make Good Escrow Agent is given notice by Sterne Agee of the
2008
Annual Report’s filing and results. Subject to the timing of the Transfer Agent,
transfers of 2008 Make Good Shares required under this Section shall be made
to
Investors within seven Business Days after the Make Good Determination Date.
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b. Fiscal
Year Ending December 31, 2009.
The
Make Good Pledgor agrees that if the Company’s After-Tax Net Income for the
fiscal year ended December 31, 2009 reported in the Company’s 2009 Annual
Report, and as adjusted in accordance with Section 5.2(b) of the Purchase
Agreement, is less than the 2009 Guaranteed ATNI, Sterne Agee shall provide
written instruction (with a copy to the Company) to the Make Good Escrow Agent
to instruct the Transfer Agent to transfer to each Investor their pro rata
share
of the 2009 Make Good Shares as determined under Section 5.2(b) of the Purchase
Agreement. The Make Good Escrow Agent need only rely on the letter of
instruction from Sterne Agee in this regard and will disregard any contrary
instructions. Sterne ▇▇▇▇’▇ instructions as to the allocation of the 2009 Make
Good Shares shall be based on Exhibit A hereto and the Make Good Escrow Agent
shall be entitled to reply on the calculations on Exhibit A as provided by
Sterne Agee in releasing the Escrow Shares for disbursement, with no further
responsibility to calculate or confirm amounts. If the Company’s 2009 Annual
Report reflect that the 2009 Guaranteed ATNI has been achieved, no transfer
of
the 2009 Make Good Shares shall be required by this Section and Sterne Agee
shall provide written instruction (with a copy to the Company) to the Make
Good
Escrow Agent to return all 2009 Make Good Shares deposited with the Make Good
Escrow Agent to the Make Good Pledgor within seven Business Days after the
Make
Good Determination Date, provided that Make Good Escrow Agent is given notice
by
Sterne Agee of the 2009 Annual Report’s filing and results. Subject to the
timing of the Transfer Agent, transfers of 2009 Make Good Shares required under
this Section shall be made to Investors within seven Business Days after the
date the Make Good Determination Date.
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c. In
connection with the foregoing, the Make Good Pledgor agrees that within one
Trading Day following execution of the Purchase Agreement, the Make Good Pledgor
will deposit the 2008 Make Good Shares and 2009 Make Good Shares into escrow
in
accordance with this Agreement along with undated stock powers with Medallion
guarantees (or with such other instruments of transfer as in accordance with
the
requirements of the Company’s transfer agent), in the form and number acceptable
to the Investors in their reasonable discretion, and the handling and
disposition of the 2008 Make Good Shares and 2009 Make Good Shares in accordance
with Section 5(a) and 5(b) of this Agreement. The parties hereby agree that
in
conjunction with a negotiated sale, open market sale or other transfer of
Investor’s Securities, Investor shall have the right to assign to a transferee
all or a portion of its right in the Escrow Shares.
d. The
Make
Good Escrow Agent covenants and agrees that upon any transfer of 2008 Make
Good
Shares or 2009 Make Good Shares to the Investors in accordance with this
Agreement, the Make Good Escrow Agent shall promptly instruct the Transfer
Agent
to reissue such 2008 Make Good Shares or 2009 Make Good Shares in the applicable
Investor’s name and deliver the same as directed by such Investor.
e. The
Company and Made Good Pledgor covenant and agree, to provide the Make Good
Escrow Agent with certified tax identification numbers by furnishing appropriate
forms W-9 or W-8 and such other forms and documents that the Make Good Escrow
Agent may request, including appropriate W-9 or W-8 forms for each Investor.
The
Company and Make Good Pledgor understand that if such tax reporting
documentation is not provided and certified to the Make Good Escrow Agent,
the
Make Good 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
Property.
f. The
Company and the Make Good Escrow Agent covenant and agree to provide, and cause
others under their control to provide, to Sterne Agee, on a timely basis, any
documents or information Sterne Agee may require in its reasonable discretion
in
order to carry out and enforce the terms and duties under this Make Good
Agreement.
6.
Duration.
This
Make Good Agreement shall terminate on the distribution of all the Escrow
Shares. The Company agrees to promptly provide the Make Good Escrow Agent
written notice of the filing with the Commission of any financial statements
or
reports referenced herein.
7.
Escrow
Shares.
If any
Escrow Shares are deliverable to the Investors pursuant to the Purchase
Agreement and in accordance with this Make Good Agreement, (i) Make Good Pledgor
covenants and agrees to execute all such instruments of transfer (including
stock powers and assignment documents) as are customarily executed to evidence
and consummate the transfer of the Escrow Shares from Make Good Pledgor to
the
Investors, to the extent not done so in accordance with Section 5, and (ii)
following its receipt of the documents referenced in Section 5(c), the Company
and Make Good 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 Purchase Agreement and in accordance with this Make Good
Agreement, any dividends payable in respect of the Escrow Shares and all voting
rights applicable to the Escrow Shares shall be retained by Make Good Pledgor.
Should the Make Good Escrow Agent receive dividends or voting materials, such
items shall not be held by the Make Good Escrow Agent, but shall be passed
immediately on to the 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 Make
Good Pledgor.
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8.
Interpleader.
Should
any controversy arise among the parties hereto with respect to this Make Good
Agreement or with respect to the right to receive the Escrow Shares, Make Good
Escrow Agent and/or Sterne Agee shall have the right to consult and hire counsel
and/or to institute an appropriate interpleader action to determine the rights
of the parties. Make Good Escrow Agent and/or Sterne Agee 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 Make
Good Escrow Agent or Sterne Agee. If Make Good Escrow Agent or Sterne Agee
is
directed to institute an appropriate interpleader action, it shall institute
such action not prior to thirty (30) days after receipt of such letter of
direction and not later than sixty (60) days after such date. Any interpleader
action instituted in accordance with this Section 8 shall be filed in any court
of competent jurisdiction in the State of New York or the State of California
or
the State of Utah, and the Escrow Shares in dispute shall be deposited with
the
court and in such event Make Good Escrow Agent and Sterne Agee shall be relieved
of and discharged from any and all obligations and liabilities under and
pursuant to this Make Good Agreement with respect to the Escrow Shares and
any
other obligations hereunder.
9.
Exculpation
and Indemnification of Make Good Escrow Agent and Sterne Agee.
a. Make
Good
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. Make Good 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. Make Good Escrow
Agent will have no duties or responsibilities other than those expressly set
forth herein. Make Good Escrow Agent will be under no liability to anyone by
reason of any failure on the part of any party hereto (other than Make Good
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 Make Good
Escrow Agent pursuant to the terms of this Make Good Agreement, Make Good 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. Sterne ▇▇▇▇’▇ sole obligation under this Make Good Agreement is to
provide written instruction to Make Good Escrow Agent (following such time
as
the Company files certain periodic financial reports as specified in Section
5
hereof) directing the distribution of the Escrow Shares. Sterne Agee 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 5 hereof. Sterne Agee 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 Sterne Agee)
in connection with such financial reports of the Company, Sterne Agee shall
have
no obligation or liability to any party hereunder.
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b. Make
Good
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. Make Good 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 Make Good 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 Make Good Escrow Agent to be genuine and to be signed
or
presented by the proper person or persons. The duties and responsibilities
of
the Make Good 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 California upon fiduciaries.
THE
MAKE
GOOD 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 MAKE GOOD 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 MAKE GOOD ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES
OR
DAMAGES AND REGARDLESS OF THE FORM OF ACTION.
c. The
Company and Make Good Pledgor each hereby, jointly and severally, indemnify
and
hold harmless each of the Make Good Escrow Agent, Sterne Agee 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 Make Good Escrow Agent or Sterne Agee 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 the
Make
Good Escrow Agent or Sterne Agee hereunder; except, that if the Make Good Escrow
Agent or Sterne Agee is guilty of willful misconduct or gross negligence under
this Make Good Agreement, then the Make Good Escrow Agent or Sterne Agee, 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
the Make Good Escrow Agent or Sterne Agee of notice of any such demand or claim
or the commencement of any action, suit or proceeding relating to such demand
or
claim, the Make Good Escrow Agent or Sterne Agee, as the case may be, will
notify the other parties hereto in writing. For the purposes hereof, the terms
"expense" and "loss" will include all amounts paid or payable to satisfy any
such claim or demand, or in settlement of any such claim, demand, action, suit
or proceeding settled with the express written consent of the parties hereto,
and all costs and expenses, including, but not limited to, reasonable attorneys'
fees and disbursements, paid or incurred in investigating or defending against
any such claim, demand, action, suit or proceeding. The provisions of this
Section 9 shall survive the termination of this Make Good Agreement, and the
resignation or removal of the Make Good Escrow Agent.
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10.
Compensation
of Make Good Escrow Agent.
Make
Good 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 Make Good Escrow Agent's
services as contemplated by this Make Good Agreement; provided,
however,
that in
the event that Make Good 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 Make Good Escrow
Agent is made a party to any litigation pertaining to this Make Good Agreement,
or the subject matter hereof, then Make Good 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,
Make Good Escrow Agent shall be required to provide written notice to the
Company of such costs and/or expenses and the relevancy thereof and Make Good
Escrow Agent shall not be permitted to incur any such costs and/or expenses
prior to receiving written approval from the Company, which approval shall
not
be unreasonably withheld.
11.
Resignation
of Make Good Escrow Agent.
At any
time, upon ten (10) days' written notice to the Company, Make Good Escrow Agent
may resign and be discharged from its duties as Make Good Escrow Agent
hereunder. As soon as practicable after its resignation, Make Good 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 Make Good Escrow Agent,
the Company shall have failed to appoint a successor escrow agent, Make Good
Escrow Agent may interplead the Escrow Shares into the registry of any court
having jurisdiction.
12.
Records.
Make
Good 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,
Make Good Escrow Agent shall provide the parties hereto, as the case may be,
with a complete copy of such records, certified by Make Good 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 Make Good Escrow Agent and at the requesting party’s expense.
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13.
Notice.
All
notices, communications and instructions required or desired to be given under
this Make Good Agreement must be in writing and shall be deemed to be duly
given
if sent by registered or certified mail, return receipt requested, or overnight
courier, to the addresses listed on the signature pages hereto.
14.
Execution
in Counterparts.
This
Make Good Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
15.
Assignment
and Modification.
This
Make Good Agreement and the rights and obligations hereunder of any of the
parties hereto may not be assigned without the prior written consent of the
other parties hereto. Subject to the foregoing, this Make Good Agreement will
be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and permitted assigns. No other person will acquire or
have any rights under, or by virtue of, this Make Good Agreement. No portion
of
the Escrow Shares shall be subject to interference or control by any creditor
of
any party hereto, or be subject to being taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of any such
party hereto prior to the disbursement thereof to such party hereto in
accordance with the provisions of this Make Good Agreement. This Make Good
Agreement may be amended or modified only in writing signed by all of the
parties hereto.
16.
Applicable
Law.
This
Make Good Agreement shall be governed by and construed in accordance with the
laws of the State of California without giving effect to the principles of
conflicts of laws thereof.
17.
Headings.
The
headings contained in this Make Good Agreement are for convenience of reference
only and shall not affect the construction of this Make Good Agreement.
18.
Attorneys'
Fees.
If any
action at law or in equity, including an action for declaratory relief, is
brought to enforce or interpret the provisions of this Make Good Agreement,
the
prevailing party shall be entitled to recover reasonable attorneys' fees from
the other party (unless such other party is the Make Good 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.
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19.
Merger
or Consolidation.
Any
corporation or association into which the Make Good 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 Make Good Escrow Agent is a party, shall be and become the successor
escrow agent under this Escrow Agreement and shall have and succeed to the
rights, powers, duties, immunities and privileges as its predecessor, without
the execution or filing of any instrument or paper or the performance of any
further act.
20.
Authorized
Signers.
The
Company and Sterne Agee will execute and deliver Exhibit
C-1
and
Exhibit
C-2,
respectively, to this Make Good Agreement concurrent with the execution
hereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
9
IN
WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as
of
the date set forth opposite their respective names.
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COMPANY:
NEW
PARADIGM PRODUCTIONS, INC.
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇▇▇ |
||
| Title:
Chief Executive Officer
c/o
Huaboa Mingxiang Foodstuff Co., Ltd.
Da
Bao Industrial Zone
Shishi
Fujian
People’s
Republic of China
Facsimile:
▇▇-▇▇▇-▇▇▇▇▇▇▇▇
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||
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MAKE
GOOD PLEDGOR
▇▇▇▇▇▇▇
▇▇▇:
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| |
|
|
| /s/ ▇▇▇▇▇▇▇ ▇▇▇ | ||
|
c/o
Huaboa Mingxiang Foodstuff Co., Ltd.
|
||
|
Da
Bao Industrial Zone
Shishi
Fujian
People’s
Republic of China
Facsimile:
▇▇-▇▇▇-▇▇▇▇▇▇▇▇
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||
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR OTHER PARTIES
FOLLOWS]
10
|
ESCROW
AGENT:
INTERWEST
TRANSFER CO., INC.,
as
Make
Good
Escrow Agent
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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||
|
Title:
Vice President
▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇
Facsimile:
(▇▇▇)
▇▇▇-▇▇▇▇
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AGENT:
STERNE
AGEE & ▇▇▇▇▇,
INC.
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| |
|
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Managing Director
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Sterne
Agee & ▇▇▇▇▇, Inc.
▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile:
(▇▇▇)
▇▇▇-▇▇▇▇
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Exhibit
C-2