Exhibit
10.14
ESCROW
AGREEMENT
THIS ESCROW AGREEMENT
(this " Agreement ") is entered into on this 17 day
of June, 2009, by and between ONE Holdings, Corp (formally known as
Contracted Services, Inc.) (“ Purchaser
”) and Jeanne Chan (“ Seller
”).
WHEREAS, Purchaser and
Seller have executed a Share Purchase Agreement dated the June 17,
2009 (the “ SPA ”), pursuant to which
Purchaser has agreed to purchase from Seller and Seller has agreed
to sell to Purchaser a warrant providing the right to purchase an
aggregate of 382,993 shares of the common stock of Green Planet
Bioengineering Co., Ltd., a Delaware corporation (the “
Company ”) in consideration for the issuance by
Purchaser to Seller of 417,695 shares of common stock of Purchaser
(the “ Shares ”); and
WHEREAS, Purchaser and
Seller desire to establish an escrow (“ Escrow
”) to hold 35% of the Shares as set forth in this
Agreement pursuant to the terms of the SPA and to appoint ONE
Holdings, Corp. as the escrow agent under this Escrow Agreement
(the “ Escrow Agent ”).
NOW
THEREFORE ,
in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Incorporation of
Recitals .
The parties hereto acknowledge and agree that the recitals
are incorporated in and made a part of this Agreement.
2.
Appointment of
Escrow Agent . Purchaser and Seller hereby
appoint Escrow Agent to act as the escrow agent under this
Agreement, and Escrow Agent hereby accepts such appointment and
agrees to hold and deposit all of the documents and/or 35% of the
Shares deposited into escrow with it, (collectively, the “
Escrow Deposit ”), in accordance with the terms
of this Agreement, and to perform its other duties hereunder in
accordance with this Agreement.
3.
Seller’s
Escrow Deposit . The Seller shall deliver to
the Escrow Agent upon the signing of this Agreement the Escrow
Deposit as follows:
(a)
A copy of the SPA fully
executed by the Seller.
(b)
Thirty-five (35%) of
the Shares issued by Purchaser to the Seller as set forth in
Section 1.1 of the SPA and a fully executed stock power (“
Stock Power ”) signed by Seller in favor of
Purchaser and which shall be released from the Escrow to the
Purchaser to cover any Adjustments as set forth in the
SPA.
4.
Purchaser’s
Escrow Deposit . The Purchaser shall deliver
to the Escrow Agent upon the signing of this Agreement the Escrow
Deposit as follows:
(a)
A copy of the SPA fully
executed by such the Purchaser.
5.
Covenants of the
Parties .
(a)
The Seller hereby
agrees:
(i)
that the SPA shall be
considered closed for all purposes effective as of June 17, 2009,
and all obligations and conditions under the SPA shall be fulfilled
and satisfied by the Purchaser; and
(ii)
to deposit with the
Escrow Agent the following: a fully executed copy of the SPA;
a certificate representing the thirty-five percent of the Shares
issued by Purchaser to the Seller pursuant to the SPA; and a Stock
Power executed by the Seller in favor of Purchaser with the number
of shares to be filled in by the Escrow Agent which number of
shares shall cover the number of shares required to be delivered to
the Purchaser in the event of an Adjustment as specified in the
SPA;
(iii)
upon Purchaser’s
satisfaction of its obligations under the SPA and this Agreement,
Seller shall send written notice affirming same to the Purchaser
and the Escrow Agent;
(iv)
that the Escrow Agent is
hereby authorized and directed to release to the Purchaser such
number of Shares as shall be required to be delivered to the
Purchaser in the event of an Adjustment as specified in the SPA
(which Shares shall be released and delivered to the Purchaser
within no later than 15 days following Purchaser’s
request);
(v)
and acknowledges that
the Purchaser shall be acting as the Escrow Agent hereunder, and
further acknowledges and hereby waives any potential conflict of
interest resulting from the Pruchaser also acting as the Escrow
Agent hereunder.
(b)
Purchaser hereby agrees:
(i)
that the SPA shall be
considered closed for all purposes effective as of June 17, 2009,
and all obligations and conditions under the SPA shall be fulfilled
and satisfied by the Seller except for the release and delivery by
the Escrow Agent to the Purchaser of such number of Shares as
required to cover any adjustment as set forth in the SPA; and
(ii)
to deposit with the
Escrow Agent a fully executed copy of the SPA;
(iii)
upon Seller’s
satisfaction of its obligations under the SPA and this Agreement,
Purchaser shall send written notice affirming same to the Seller
and the Escrow Agent; and
(iv)
that the Escrow Agent is
hereby authorized and directed to release to the Purchaser such
number of Shares as shall be required to be delivered to the
Purchaser in the event of an Adjustment as specified in the SPA
(which Shares shall be released and delivered to the Purchaser
within no later than 15 days following Purchaser’s request
).
6.
Duties and Liability
of Escrow Agent . The duties and liabilities
of the Escrow Agent are as follows:
(a)
The Escrow Agent shall
hold in escrow for the benefit of the respective parties as set
forth herein (i) the Shares together with the Stock Power executed
by the Seller, (ii) the SPA executed by each respective party
hereto, and (iii) all other documents required under the SPA to
close the transactions contemplated by the SPA;
(b)
The duties of the Escrow
Agent hereunder are entirely administrative and not discretionary.
Escrow Agent is obligated to act only in accordance with the
terms of this Agreement and any joint written instructions received
by it and approved jointly by Seller and
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Purchaser as provided in
this Agreement; is authorized hereby to comply with any writs,
orders, judgments or decrees of any court of competent jurisdiction
which it is advised by legal counsel of its own choosing is binding
on it, whether with or without jurisdiction, including in those
situations in which the Escrow Deposit or any proceeds may be
attached, garnished, or levied upon any court order, or the
delivery thereof shall be stayed or enjoined by an order of court;
and shall not incur any liability as a result of its compliance
with such instructions, orders, judgment, decrees or writs, even if
such instructions, orders, judgment, decrees or writs are
subsequently reversed, modified, annulled, set aside or
vacated.
(c)
Escrow Agent may rely
upon any instrument, statement or invoice, not only as to its due
execution, validity and effectiveness but also as to the truth and
accuracy of any information contained therein, which Escrow Agent
shall be good faith believe to be genuine, to have been signed or
delivered by the persons or parties purporting to sign or deliver
the same and to conform to the provisions of this
Agreement.
(d)
Seller and Purchaser
hereby waive any suit, claim demand or cause of action of any kind
which any one or all may have or may assert against the Escrow
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