Exhibit 10.1
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is made and entered into as of this 19th day
of July, 2010, by and among Meiguo Ventures I, Inc., a Delaware corporation
("Issuer") and Keith Roberts, as Stockholder Representative of the selling
stockholders who execute this Agreement ("Selling Stockholders") and who elect
to sell shares of common stock of the Issuer as provided below; and Wilmington
Trust Company, a Delaware banking corporation (" Escrow Agent ").
WHEREAS, the Issuer has filed with the Securities and Exchange Commission
("SEC") a registration statement on Form S-1 ("Form S-1") pursuant to the
Securities Act of 1933, as amended (the "Act") with respect to the prospective
sale of shares in the Issuer by the Selling Stockholders (the "Offering");
WHEREAS, the Offering is being conducted based upon the Issuer being deemed
to be a Blank Check issuer as that term is defined by subsection (a)(2) of Rule
419 ("Rule 419") of Regulation C promulgated pursuant to the Act;
WHEREAS, if any of the stockholders of the Issuer who are identified on
Schedule "A" which is annexed hereto elects to sell shares of common stock of
the Issuer pursuant to the Offering (each of such stockholders being deemed a
Selling Stockholder), the Issuer desires to utilize the Escrow Agent's services
pursuant to the terms and conditions herein provided to satisfy the restrictions
and requirements imposed upon the Offering by Rule 419;
WHEREAS, if any Selling Stockholder elects to sell shares of common stock
of the Issuer, then each Selling Stockholder who elects to sell shares of common
stock of the Issuer pursuant to the Offering shall agree to be bound by the
terms and conditions of this Agreement as a condition of any such sale and shall
execute the Selling Stockholder Signature Page, in the form which is annexed
hereto as Schedule B.
NOW, THEREFORE, in consideration of the mutual covenants which are
hereinafter set forth and for good and valuable consideration, receipt of which
is hereby acknowledged,
IT IS AGREED:
1. Recitals Adopted. The parties hereto adopt as part of this Agreement each of
the recitals which is set forth above in the WHEREAS clauses, and agree that
such recitals shall be binding upon the parties hereto by way of contract and
not merely by way of recital or inducement; and that such WHEREAS clauses are
hereby confirmed and ratified as being true and accurate by each party as to
itself and himself.
2. Appointment of Escrow Agent.
A. In connection with Selling Stockholders' possible sale of shares of
common stock after such shares are registered, the Issuer hereby appoints the
Escrow Agent to act as escrow agent in connection with the Offering pursuant to
the terms and conditions set forth in this Agreement.
B. The Escrow Agent shall receive compensation to be paid by the Issuer as
set forth on Schedule C, annexed hereto and made a part hereof.
3. Duties of Escrow Agent.
A. Escrow Agent shall establish an escrow account (the "Escrow Account")
into which the shares to be sold ("Escrow Shares") and the funds to be received
from prospective purchasers of said shares ("Prospective Purchasers") as well as
any dividends earned by the Prospective Purchasers while the Escrow Shares are
being held in escrow ("Escrow Funds") in connection with any sale by the Selling
Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall
be deposited and held until an acquisition meeting the criteria specified in
Rule 419 is completed. Escrow Funds shall be invested upon the written direction
of an officer of the Issuer; provided, however, that the Escrow Funds shall only
be invested in an obligation that constitutes a "deposit", as that term is
defined in section 3( L ) of the Federal Deposit Insurance Act (each a
"Permitted Investment"). The Issuer shall be solely responsible for ensuring
that such directions include only Permitted Investments and the Escrow Agent
shall not have any obligation with respect to such determination.
B. Escrow Agent shall receive and hold all shares of common stock sold
pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set
forth in this Agreement and in accordance with Rule 419. All Escrow Shares are
to remain as deposited and shall be held until (i) released by the Escrow Agent
pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this
Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in
court pursuant to Paragraph "G" of Article "5" of this Agreement or the last
sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i)
each Selling Stockholder and (ii) the Prospective Purchaser shall be included
with the stock certificates or other documents evidencing such securities which
are delivered to the Escrow Agent. The Escrow Shares shall remain as issued and
deposited and shall be held for the sole benefit of the Prospective Purchasers,
who shall have voting rights with respect to the Escrow Shares held in their
names, as provided by applicable state law. All stock powers, which shall be
duly executed in blank, shall be sent to the Escrow Agent separate from the
certificates evidencing the Escrow Shares.
C. If Escrow Agent shall receive written notice from the Issuer pursuant to
Article "9" of this Agreement that the Issuer has entered into an agreement for
the acquisition of a business pursuant to paragraphs (e)(1) and (e)(2) of Rule
419, and said written notice includes a representation that the Issuer has
provided a post-effective amendment to the Issuer's registration statement which
has been declared effective by the SEC to each Prospective Purchaser and has
received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii)
that said Prospective Purchasers intend to continue to remain investors in the
Issuer, then Escrow Agent, within two (2) business days, shall deliver the
Escrow Shares to the applicable Prospective Purchasers who have given said
confirmation at the address provided by the Selling Stockholders, if known, and
shall deliver the Escrow Funds to the corresponding Selling Stockholders or, on
their behalf to the brokerage account set forth in the Company's records, or if
no brokerage account is provided, to their home address which is specified in
the Company's records.
D. If Escrow Agent shall receive written notice from the Issuer pursuant to
Article "9" of this Agreement that the Issuer has entered into an Acquisition
Agreement pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written
notice includes a representation that the Issuer has provided a post-effective
amendment to the Issuer's registration statement which has been declared
effective by the SEC to each Prospective Purchaser, and either (i) Issuer has
received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii)
that said Prospective Purchasers do not intend to continue to remain investors
in the Issuer or (ii) more than forty-five (45) business days have elapsed after
the effective date of the post-effective amendment, then Escrow Agent shall
within two (2) business days return the Escrow Funds to the corresponding
Prospective Purchasers at the address provided by the Selling Stockholders, if
known, and shall return the Escrow Shares to the corresponding Selling
Stockholders or, on their behalf to the brokerage account set forth in the
Company's records, or if no brokerage account is provided, to their home address
which is specified in the Company's records.
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E. If upon receiving written instructions from the Issuer that the Issuer
has not (i) negotiated an acquisition transaction, (ii) filed a post-effective
amendment to its registration statement, (iii) successfully completed a
reconfirmation offering meeting the requirements of Rule 419 and (iv) closed on
the acquisition agreement within eighteen (18) months after the effective date
of its registration statement, then Escrow Agent shall return the Escrow Funds
to the corresponding Prospective Purchasers, and shall return the Escrow Shares
to the corresponding Selling Stockholders pursuant to the written instructions
from the Issuer.
F. If the Issuer elects to terminate the Offering prior to the occurrence
of the events specified in Paragraphs "D", "E" or "F" of this Article "3" of
this Agreement, then the Issuer shall notify Escrow Agent in writing pursuant to
Article "9" of this Agreement that the Offering has been terminated and the
registration statement withdrawn, whereupon Escrow Agent shall, within two (2)
business days, return the Escrow Funds to the Prospective Purchasers, and shall
return the Escrow Shares to the Selling Stockholders.
4. Representations, Warrants and Covenants of Escrow Agent.
A. Escrow Agent shall deposit the gross proceeds, if any, from the Offering
promptly into the Escrow Account. Dividends, if any, earned on said funds shall
be held in the Escrow Account until the funds are released. If the Escrow Funds
are released to a Prospective Purchaser, the Prospective Purchaser shall receive
any dividends earned on such funds until the date of release. If Escrow Funds
are released to the Selling Stockholders, any dividends earned on such funds up
to the date of release shall be released to the Selling Stockholders.
B. Escrow Agent shall maintain in good faith and in the regular course of
business Escrow Account records, providing that the funds in the Escrow Account
are held for the benefit of the purchasers and showing the name and interest of
each party to the account.
C. Except as set forth herein, no transfer or other disposition of Escrow
Shares shall be permitted other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986 [26 U.S.C. 1 et seq.], or the rules
thereunder.
5. Rights and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its
duties pursuant to this Agreement is subject to the following terms and
conditions, which all parties to this Agreement hereby agree shall govern and
control the rights, duties and immunities of the Escrow Agent:
A. The duties and obligations of the Escrow Agent shall be determined
solely by the express provisions of this Agreement and the Escrow Agent shall
only be responsible for the performance of such duties and obligations as are
specifically set out in this Agreement. This Agreement shall not be deemed to
create a fiduciary relationship between the parties hereto under state or
federal law except as specifically provided in this Agreement.
B. (i) The Escrow Agent is hereby released and exculpated from all
liability, costs, and expenses whatsoever which arise out of or in connection
with the Escrow Agent's activities as escrow agent hereunder, including, but not
limited to, any liability, cost or expense which is caused by the negligence or
gross negligence of the Escrow Agent. Notwithstanding the foregoing, the Escrow
Agent shall be liable only to the extent of any loss or damage which is caused
by its willful misconduct.
(ii) The Escrow Agent shall not be obligated to verify (i) the
authenticity of any documents submitted to it as originals, (ii) the genuineness
of the signatures on any documents submitted to it; (iii) the legal capacity of
any persons who executed any document submitted to it; (iv) the due
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authorization and valid execution of any agreement submitted to it by all
parties thereto; (v) that any agreement submitted to it constitutes a valid and
legally binding agreement and obligation of the parties; and (vi) the conformity
to the originals of any documents submitted to it (a) as photostatic copies or
(b) via facsimile.
C. The Escrow Agent may act or refrain from acting with respect to any
matter which is referred to herein in reliance upon either: (i) the advice of
any counsel who may be selected by the Escrow Agent from time to time or (ii) a
good faith determination by the Escrow Agent. The Escrow Agent is hereby
released and exculpated from all liability or claimed liability by the parties
or any other person which may arise or be alleged to have arisen, out of or as a
result of, in connection with acting as Escrow Agent or in refraining from
acting upon either: (i) the advice of any counsel or (ii) a good faith
determination by the Escrow Agent.
D. Escrow Agent shall not be required to use its own funds in the
performance of any of its obligations or duties or the exercise of any of its
rights or powers, and shall not be required to take any action which, in Escrow
Agent's sole and absolute judgment, could cause it to incur any expense or
liability unless furnished with security and indemnity which it deems, in its
sole and absolute discretion, to be satisfactory.
E. The Escrow Agent may rely upon any paper or other document which may be
submitted to the Escrow Agent in connection with its duties hereunder which is
believed by the Escrow Agent to be genuine and to have been signed by the proper
party or parties and is hereby released and exculpated from all liability,
including, but not limited to, losses, costs, consequential damages and expenses
whatsoever which arises out of or in connection with its actions based upon any
such paper or other document, and the Escrow Agent shall have no liability or
responsibility with respect to the form, execution or validity thereof.
F. The Escrow Agent may institute or defend any action or legal process
which involves any matter which is referred to herein which in any manner
affects the Escrow Agent or its duties or liabilities hereunder, but the Escrow
Agent shall not be required to institute or defend such action or process unless
or until requested to do so, and then only upon receiving full indemnity,
against any and all claims, liabilities, judgments, reasonable attorneys fees
and other expenses of every kind in relation thereto. Such indemnification shall
be in a form and amount satisfactory to the Escrow Agent, in its sole and
absolute discretion, and from such parties determined by the Escrow Agent in its
sole and absolute discretion.
G. The Issuer and the Selling Stockholders, jointly and severally, agree to
and shall indemnify and save the Escrow Agent harmless from and against any
losses, claims, liabilities, judgments, reasonable attorneys' fees and other
expenses of every kind and nature which may be suffered, sustained or incurred
by the Escrow Agent by reason of its acceptance of, and its performance under,
this Agreement except for the Escrow Agent's willful misconduct. In addition,
the Escrow Agent shall be entitled to the fair value of the legal services
incurred to outside counsel with respect to the Escrow Agent's acceptance of,
and its performance pursuant to this Agreement.
H. The Escrow Agent may at any time, in its sole and absolute discretion,
deposit the Escrow Items with a court of competent jurisdiction in Wilmington,
Delaware pursuant to an action of interpleader, and upon such deposit the Escrow
Agent shall be released from any further liability or obligation as the Escrow
Agent.
I. In the event of any dispute which is referred to herein, the Escrow
Agent shall be entitled to consult with counsel and commence or defend any legal
proceeding if the Escrow Agent, in its good faith determination, determines to
do so, and shall be reimbursed by the Issuer and the Selling Stockholders for
all legal fees and expenses in connection with such consultation and legal
proceeding.
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J. The Escrow Agent may resign at any time from its duties as Escrow Agent
by giving at least thirty (30) days prior written notice ("Resignation Notice")
pursuant to Article "9" of this Agreement to the Issuer and to all Selling
Shareholders and Prospective Purchasers who have Escrow Items being held by the
Escrow Agent. The Escrow Agent shall upon the (i) acceptance of the new escrow
agent by the Issuer and (ii) presentation of an executed agreement appointing
said new escrow agent, turn over to said escrow agent the Escrow Items. If no
such escrow agent is appointed within thirty (30) days after the giving of
Resignation Notice, the Escrow Agent may deposit the Escrow Items with a court
of competent jurisdiction in Wilmington, Delaware.
K. The Escrow Agent is not a party to or bound by any agreement pertaining
to the Offering or any other agreement between the Issuer and the Selling
Stockholders, except this Agreement.
L. The duties of the Escrow Agent hereunder are entirely ministerial, being
limited to receiving, holding, and disbursing the amount in escrow as provided
herein. The Escrow Agent may rely upon and will be protected in acting upon any
paper or other document which may be submitted to it in connection with its
duties hereunder and which is believed by it to be genuine and to have been
signed by the proper party or parties or their representatives, and shall have
no liability or responsibility with respect to the form, execution, or validity
thereof.
M. The Escrow Agent's obligation to act as Escrow Agent pursuant to this
Agreement shall terminate at such time as (i) the Escrow Agent shall deliver the
Escrow Items pursuant to Paragraphs "D", "E", "F" or "G" of Article "3" of this
Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in
court pursuant to Paragraph "G" of this Article "5" of this Agreement or the
last sentence of Paragraph "I" of this Article "5" of this Agreement.
6. Duties of Issuer. Upon request of the Escrow Agent, Issuer shall timely
execute and deliver any and all documents, and perform any and all acts, as may
be reasonably and customarily required to be executed or performed by an issuer
in connection with the parties' fulfillment of their respective obligations
under an escrow agreement such as this Agreement.
7. Authority. The persons executing this Agreement hereby represent that each is
duly authorized to enter into this Agreement in the capacity specified, and upon
request, will provide documentation to the Escrow Agent and the other party
which supports his or her authority to enter into this Agreement.
8. Miscellaneous.
A. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
B. Enforceability. If any provision which is contained in this Agreement
should, for any reason, be held to be invalid or unenforceable in any respect
under the laws of any State of the United States, such invalidity or
unenforceability shall not affect any other provision of this Agreement.
Instead, this Agreement shall be construed as if such invalid or unenforceable
provisions had not been contained herein.
C. Amendment. This Agreement may not be changed, modified, extended,
terminated or discharged orally but only by an agreement in writing, signed by
all of the parties to this Agreement.
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9. Notices. Any notice or other communication required or permitted hereunder
must be in writing and sent by either (i) certified mail, postage prepaid,
return receipt requested, (ii) overnight delivery with confirmation of delivery
or (iii) facsimile transmission with an original mailed by first class mail,
postage prepaid, addressed as follows:
If to the Issuer:
Meiguo Ventures I, Inc.
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
Attention: David W. Keaveney
Facsimile No.: (210) 579-1775
If to the Escrow Agent:
Wilmington Trust Company
1100 N. Market St.
Wilmington, DE 19890
Attention: James P. Lawler
Facsimile No.: (302) 636-4149
If to the Selling Shareholders and Prospective Purchasers: to the address as set
forth in the Company's records or in each case to such other address and
facsimile number as shall have last been furnished by like notice. If mailing is
impossible due to an absence of postal service, and the other methods of sending
notice set forth in this Article "9" of this Agreement are not otherwise
available, notice shall be hand delivered to the aforesaid addresses. Each
notice or communication shall be deemed to have been given as of the date of
receipt; provided, however, that any notice sent by facsimile shall be deemed to
have been given as of the date sent by facsimile if a copy of such notice is
also mailed by first class mail on the date sent by facsimile; if the date of
mailing is not the same as the date of sending by facsimile, then the date of
mailing by first class mail shall be deemed to be the date upon which notice is
given.
10. Governing Law. This Agreement shall in all respects be construed, governed,
applied and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed therein, without giving effect
to the principles of conflicts of law that would call for the application of the
laws of any other jurisdiction. Furthermore, the parties hereby agree:
A. That any proceeding to enforce the provisions of this Agreement may be
commenced in the Courts of the State of Delaware and federal courts in the State
of Delaware having subject matter jurisdiction;
B. To hereby irrevocably and unconditionally consent to and submit to
personal jurisdiction over each of them by the Courts of the State of Delaware
and federal courts in the State of Delaware, and appellate courts thereof, in
any action or proceeding, or for recognition and enforcement of any judgment in
respect thereof;
C. To hereby waive personal service of any and all process and specifically
consent that in any such action or proceeding, any service of process may be
effectuated upon any of them by certified mail, return receipt requested, to the
addresses which are set forth in Article "9" of this Agreement or in each case
to such other addresses as shall have last been furnished by the like notice;
and
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D. To hereby waive any objection that they may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agree not to plead or claim
the same.
11. Construction. Each of the parties hereto hereby further acknowledges and
agrees that (i) each has been advised by counsel during the course of
negotiations and (ii) each counsel has had significant input in the development
of this Agreement and (iii) this Agreement shall not, therefore, be construed
more strictly against any party responsible for its drafting regardless of any
presumption or rule requiring construction against the party whose attorney
drafted this Agreement.
12. Entire Agreement. This Agreement and all documents and instruments referred
to herein (i) constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof and thereof, and (ii) are not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
13. Further Assurances. The parties agree to execute any and all such other
further instruments and documents, and to take any and all such further actions
which are reasonably required to effectuate this Agreement and the intents and
purposes hereof.
14. Binding Agreement. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.
15. 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 of any other or subsequent breach.
16. Modifications. This Agreement may not be changed, modified, extended,
terminated or discharged orally, but only by an agreement in writing, signed by
all of the parties to this Agreement.
17. Exhibits. All Exhibits annexed or attached to this Agreement are
incorporated into this Agreement by reference thereto and constitute an integral
part of this Agreement.
18. Severability. The provisions of this Agreement shall be deemed separable.
Therefore, if any part of this Agreement is rendered void, invalid or
unenforceable, such rendering shall not affect the validity or enforceability of
the remainder of this Agreement; provided, however, that if the part or parts
which are void, invalid or unenforceable as aforesaid shall substantially impair
the value of this whole Agreement to any party, that party may cancel, and
terminate the Agreement by giving written notice to the other party.
19. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and this same Agreement. Facsimile signatures shall be deemed to
be original signatures.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and the year first above written.
Meiguo Ventures I, Inc.
28248 North Tatum Blvd., Suite B-1-434
New York, New York 10022
By: /s/ David W. Keaveney
------------------------------------------
David W. Keaveney, Chief Executive Officer
Wilmington Trust Company, As Escrow Agent
By: /s/ Patrick J. Donahue
------------------------------------------
Patrick J. Donahue, Vice President
Stockholder Representative:
/s/ Keith Roberts
- ----------------------------------------------
Keith Roberts
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SCHEDULE A
LIST OF THE SELLING STOCKHOLDERS
NAME OF SELLING BENEFICIAL HOLDINGS
SECURITY HOLDER BEFORE THE OFFERING
- --------------- -------------------
Erin Anemaet 57,800
Krsta Brcic 46,835
Janja Cerovina 50,000
Cindy Cho 57,924
Peter Cho 55,061
Melissa Conners 60,055
Zoran Cvetojevic 46,835
Miso Cvetojevic 46,835
Bojan Cvetojevic 46,835
Zarko Cvetojevic 46,835
Jelena Cvetojevic 46,835
Verica Djordjevic 46,835
Natalie Englehart 60,000
Alexandre Figueirdo 64,000
Ljubica Gombar 50,000
Dragana Kovacevic 46,835
Rom Macari 59,000
Michal Majernik 58,500
Milovan Mavrak 50,000
Slavica Mavrak 50,000
Dragon Mikovic 50,000
Dusica Mikovic 50,000
Zoran Miletic 50,000
Juan Pasqual 64,000
Jovanny Palma 55,500
Damjan Pavolivic 59,300
Mariya Popov 60,699
Kevin Price 64,000
Julie Provost 58,900
Prvoslav Puric 50,000
Jovan Puric 50,000
Veselin Puric 50,000
Mira Puric 50,000
Ivan Radovic 50,000
Suncica Radovic 50,000
Viktor Ristic 58,500
Keith Roberts 54,000
Steven Roberts 62,500
Leighanne Roberts 63,500
Carol Robichaud 55,000
Roxane Rojas 65,000
Teresita Rubio 65,000
Andres Rubio 65,000
Sandra Rubio 53,000
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Sretko Sinikovic 50,000
Brcic Slavka 46,835
Dragana Stosic 50,000
Bratislav Stosic 50,000
Peter Tate 65,000
Cavor Vladislavka 46,835
Phillip Welsh 63,000
David Wise 200,000
Marta Zecevic 50,000
Nebojsa Zecevic 50,000
Charlotte Zur 60,000
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SCHEDULE B
SELLING STOCKHOLDER SIGNATURE PAGE
The undersigned Selling Stockholder of Meiguo Ventures I, Inc. (the
"Company") hereby agrees that if he or she decides to sell the shares of the
Company pursuant to the Form S-1 Registration Statement in compliance with Rule
419 of Regulation C promulgated pursuant to the Securities Act of 1933, as
amended, he or she shall comply with the terms of the Escrow Agreement to which
this Signature Page is attached.
Name of Selling Stockholder:
/s/ Erin Anemaet
- -------------------------------
Erin Anemaet
/s/ Krsta Brcic
- -------------------------------
Krsta Brcic
/s/ Janja Cerovina
- -------------------------------
Janja Cerovina
/s/ Cindy Cho
- -------------------------------
Cindy Cho
/s/ Peter Cho
- -------------------------------
Peter Cho
/s/ Melissa Conners
- -------------------------------
Melissa Conners
/s/ Zoran Cvetojevic
- -------------------------------
Zoran Cvetojevic
/s/ Miso Cvetojevic
- -------------------------------
Miso Cvetojevic
/s/ Bojan Cvetojevic
- -------------------------------
Bojan Cvetojevic
/s/ Zarko Cvetojevic
- -------------------------------
Zarko Cvetojevic
/s/ Jelena Cvetojevic
- -------------------------------
Jelena Cvetojevic
/s/ Verica Djordjevic
- -------------------------------
Verica Djordjevic
/s/ Natalie Englehart
- -------------------------------
Natalie Englehart
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/s/ Alexandre Figuerido
- -------------------------------
Alexandre Figuerido
/s/ Ljubica Gombar
- -------------------------------
Ljubica Gombar
/s/ Dragana Kovacevic
- -------------------------------
Dragana Kovacevic
/s/ Rom Macari
- -------------------------------
Rom Macari
/s/ Michal Majernik
- -------------------------------
Michal Majernik
/s/ Milovan Mavrak
- -------------------------------
Milovan Mavrak
/s/ Slavica Mavrak
- -------------------------------
Slavica Mavrak
/s/ Dragon Mikovic
- -------------------------------
Dragon Mikovic
/s/ Dusica Mikovic
- -------------------------------
Dusica Mikovic
/s/ Zoran Miletic
- -------------------------------
Zoran Miletic
/s/ Juan Pasqual
- -------------------------------
Juan Pasqual
/s/ Jovanny Palma
- -------------------------------
Jovanny Palma
/s/ Damjan Pavolivic
- -------------------------------
Damjan Pavolivic
/s/ Mariya Popov
- -------------------------------
Mariya Popov
/s/ Kevin Price
- -------------------------------
Kevin Price
/s/ Julie Provost
- -------------------------------
Julie Provost
/s/ Prvoslav Puric
- -------------------------------
Prvoslav Puric
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/s/ Jovan Puric
- -------------------------------
Jovan Puric
/s/ Veselin Puric
- -------------------------------
Veselin Puric
/s/ Mira Puric
- -------------------------------
Mira Puric
/s/ Ivan Radovic
- -------------------------------
Ivan Radovic
/s/ Suncica Radovic
- -------------------------------
Suncica Radovic
/s/ Viktor Ristic
- -------------------------------
Viktor Ristic
/s/ Keith Roberts
- -------------------------------
Keith Roberts
/s/ Steven Roberts
- -------------------------------
Steven Roberts
/s/ Leighanne Roberts
- -------------------------------
Leighanne Roberts
/s/ Carol Robichaud
- -------------------------------
Carol Robichaud
/s/ Roxane Rojas
- -------------------------------
Roxane Rojas
/s/ Teresita Rubio
- -------------------------------
Teresita Rubio
/s/ Andres Rubio
- -------------------------------
Andres Rubio
/s/ Sandra Rubio
- -------------------------------
Sandra Rubio
/s/ Sretko Sinikovic
- -------------------------------
Sretko Sinikovic
/s/ Brcic Slavka
- -------------------------------
Brcic Slavka
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/s/ Dragana Stosic
- -------------------------------
Dragana Stosic
/s/ Bratislav Stosic
- -------------------------------
Bratislav Stosic
/s/ Peter Tate
- -------------------------------
Peter Tate
/s/ Cavor Vladislavka
- -------------------------------
Cavor Vladislavka
/s/ Phillip Welsh
- -------------------------------
Phillip Welsh
/s/ David Wise
- -------------------------------
David Wise
/s/ Marta Zecevic
- -------------------------------
Marta Zecevic
/s/ Nebojsa Zecevic
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Nebojsa Zecevic
/s/ Charlotte Zur
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Charlotte Zur
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Exhibit C
Escrow Fees
The escrow fee payable to Wilmington Trust Company shall be $2,500, which
constitute a one time annual fee for the period ending September 30, 2011. In
the event this Escrow Agreement is still in effect on September 30, 2011, then
Meiguo Ventures I, Inc. shall pay an additional $2,500 to Wilmington Trust
Company for the period ending September 30, 2012. In the event that this Escrow
Agreement is still in effect on September 30, 2012, the parties hereto shall
negotiate a new fee for any period beyond September 30, 2012.
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