Kore Nutrition Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






ESCROW AGREEMENT

THIS AGREEMENT made as of the 31st day of March, 2010.

AMONG:

KORE NUTRITION INCORPORATED, a
company incorporated 
pursuant to the laws of the State of Nevada and having
an address at 
2505 Anthem Village, Suite E-460, Henderson, Nevada 89052

(“Kore”)

AND:

CANE CLARK LLP, a law firm
having an office at 3273 E. Warm 
Springs Road, Las Vegas, Nevada 89120

(the “Escrow Agent”)

AND:

EACH OF THE UNDERSIGNED
SHAREHOLDERS OF KORE

(collectively the “Shareholders”,
each, a “Shareholder”)

WHEREAS:

A. Kore and the Shareholders wish to appoint the Escrow Agent
to accept, hold and deliver, pursuant to the terms of this Agreement, an
aggregate of 4,885,011 common shares in the capital of Kore (each, a
“Share”), in the amounts listed opposite each Shareholder’s name in
Schedule A attached hereto, in connection with the closing of the Share Exchange
Agreement dated February 26, 2010 (the “Share Exchange Agreement”)
between Kore, Go All In, Inc. and the shareholders of Go All In, Inc.; and

B. Pursuant to the terms of the Share Exchange Agreement, the
Shareholders have agreed that the Shares will be held by the Escrow Agent and
released only in accordance with this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows:

ARTICLE 1 - INTERPRETATION

	1. 	
      In this Agreement:

	 	 	 
		(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
		(b) 	
      all references to any party, whether a party to this
      Agreement or not, will be read with such changes in number and gender as
      the context or reference requires; and







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	 	(c) 	
      when the context hereof makes it possible, the word
      “person” includes in its meaning any firm and any body corporate or
      politic.



ARTICLE 2 - DEPOSIT INTO ESCROW

	2. 	
      The Shareholders and Kore will, upon execution of this
      Agreement and the closing of the Share Exchange Agreement, deliver
      certificates of Kore representing the Shares to the Escrow Agent in such
      number as to easily allow the Escrow Agent to distribute them in
      accordance with Exhibit B of this Agreement, and the Escrow Agent will
      hold the Shares in escrow subject to the terms and conditions of this
      Agreement.The Shareholders hereby appoint the Escrow Agent as the agent
      and attorney-in-fact for and on behalf of the Shareholders in respect of
      the Shares, on the terms and subject to the conditions set forth
    herein



ARTICLE 3 - ESCROW PROVISIONS

	3. 	
      The Shareholders and Kore hereby direct the Escrow Agent
      to retain the Shares and not to cause anything to be done to release the
      same from escrow except in accordance with this Agreement. The Escrow
      Agent accepts its responsibilities hereunder and agrees to perform them in
      accordance with the terms hereof.

	 	 
	4. 	
      Unless prohibited by an order of a court of competent
      jurisdiction, the Escrow Agent will release from escrow and deliver to the
      Shareholders the number of Shares set out next to each Shareholder’s name
      in Schedule A attached hereto, in accordance with the release schedule in
      Schedule B.

	 	 
	5. 	
      The Escrow Agent is authorized by each of the
      Shareholders and Kore to make the deliveries required by Article 3 of this
      Agreement.

	 	 
	6. 	
      If, at any time after the date of this Agreement, Kore
      subdivides (by any stock split, stock dividend, recapitalization or
      otherwise) its outstanding common shares into a greater number of common
      shares, any Shares held in escrow immediately prior to such subdivision
      will be proportionately increased. If, at any time after the date of this
      Agreement, Kore combines (by combination, reverse stock split or
      otherwise) its outstanding common shares into a smaller number of common
      shares, any Shares held in escrow immediately prior to such combination
      will be proportionately decreased. Any adjustment under this Section 6
      shall become effective at the close of business on the date the
      subdivision or combination becomes effective.

	 	 
	7. 	
      With respect to the preparation of this Agreement and the
      rights and obligations herein, each of the parties to this Agreement
      acknowledges and agrees that all parties to this Agreement have been
      advised to seek, and have sought or have otherwise waived, independent
      legal advice with respect to this Agreement and the documents delivered
      pursuant hereto.



ARTICLE 4 - ESCROW AGENT

	8. 	
      No waiver of any breach of any covenant or provision
      herein contained shall be deemed a waiver of any preceding or succeeding
      breach thereof, or of any other covenant or provision herein contained. No
      extension of time for performance of any obligation or act shall be deemed
      an extension of the time for performance of any other obligation or
      act.

	 	 
	9. 	
      All notices or other communications required or permitted
      hereunder shall be in writing, and shall be sent by fax, overnight
      courier, registered or certified mail, postage prepaid, return
    receipt requested, and shall be deemed received upon receipt
      thereof, at the addresses provided by the parties from time to
  time.








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	10. 	
      This Escrow Agreement shall be binding upon and shall
      inure to the benefit of the permitted successors and permitted assigns of
      the parties hereto.

	 	 
	11. 	
      This Escrow Agreement is the final expression of, and
      contains the entire agreement between, the parties with respect to the
      subject matter hereof and supersedes all prior understandings with respect
      thereto. This Escrow Agreement may not be modified, changed, supplemented
      or terminated, nor may any obligations hereunder be waived, except by
      written instrument signed by the parties to be charged or by their
      respective agents duly authorized in writing or as otherwise expressly
      permitted herein.

	 	 
	12. 	
      Whenever required by the context of this Escrow
      Agreement, the singular shall include the plural and masculine shall
      include the feminine. This Escrow Agreement shall not be construed as if
      it had been prepared by one of the parties, but rather as if both parties
      had prepared the same. Unless otherwise indicated, all references to
      Articles are to this Escrow Agreement.

	 	 
	13. 	
      The parties hereto expressly agree that this Escrow
      Agreement shall be governed by, interpreted under and construed and
      enforced in accordance with the internal laws of the State of Nevada
      without reference to principles and conflicts of laws. The parties hereto
      submit to the jurisdiction of the state and federal courts sitting in Las
      Vegas, Nevada with respect to any dispute or controversy arising under
      this Agreement.

	 	 
	14. 	
      The Escrow Agent’s duties hereunder may be altered,
      amended, modified or revoked only by a writing signed by each Kore and the
      Shareholders.

	 	 
	15. 	
      The Escrow Agent shall be obligated only for the
      performance of such duties as are specifically set forth herein and may
      rely and shall be protected in relying or refraining from acting on any
      instrument reasonably believed by the Escrow Agent to be genuine and to
      have been signed or presented by the proper party or parties. The Escrow
      Agent shall not be personally liable for any act the Escrow Agent may do
      or omit to do hereunder as the Escrow Agent while acting in good faith,
      excepting only its own willful misconduct, and any act done or omitted by
      the Escrow Agent pursuant to the advice of the Escrow Agent’s
      attorneys-at-law (other than Escrow Agent itself) shall be conclusive
      evidence of such good faith.

	 	 
	16. 	
      The Escrow Agent is hereby expressly authorized to
      disregard any and all warnings given by any of the parties hereto or by
      any other person or corporation, excepting only orders or process of
      courts of law and is hereby expressly authorized to comply with and obey
      orders, judgments or decrees of any court. In case the Escrow Agent obeys
      or complies with any such order, judgment or decree, the Escrow Agent
      shall not be liable to any of the parties hereto or to any other person,
      firm or corporation by reason of such decree being subsequently reversed,
      modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

	 	 
	17. 	
      The Escrow Agent shall not be liable in any respect on
      account of the identity, authorization or rights of the parties executing
      or delivering or purporting to execute or deliver any documents or papers
      deposited or called for hereunder.

	 	 
	18. 	
      The Escrow Agent shall be entitled to employ such legal
      counsel, and other experts as the Escrow Agent may deem necessary properly
      to advise the Escrow Agent in connection with the Escrow Agent’s duties
      hereunder, may rely upon the advice of such counsel, and may pay such
      counsel reasonable compensation therefore. 








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      The Escrow Agent has
      acted as legal counsel for Go All In, Inc., and may continue to act as
      legal counsel for Go All In, Inc. from time to time, notwithstanding its
      duties as the Escrow Agent hereunder. Each Kore and Shareholder consents
      to the Escrow Agent in such capacity as legal counsel for Go All In, Inc.
      and waives any claim that such representation represents a conflict of
      interest on the part of the Escrow Agent. Kore and Shareholders understand
      and acknowledge that the Escrow Agent, Kore and the Shareholders are
      relying explicitly on the foregoing provision in entering into this Escrow
    Agreement.

	 	 
	19. 	
      The Escrow Agent’s responsibilities as escrow agent
      hereunder shall terminate if the Escrow Agent shall resign by written
      notice to Kore and Shareholders. In the event of any such resignation,
      Kore and Shareholders shall appoint a successor Escrow Agent.

	 	 
	20. 	
      If the Escrow Agent reasonably requires other or further
      instruments in connection with this Escrow Agreement or obligations in
      respect hereto, the necessary parties hereto shall join in furnishing such
      instruments.

	 	 
	21. 	
      It is understood and agreed that should any dispute arise
      with respect to the delivery and/or ownership or right of possession of
      the Shares held by the Escrow Agent hereunder, the Escrow Agent is
      authorized and directed in the Escrow Agent’s sole discretion (i) to
      retain in the Escrow Agent’s possession without liability to anyone all or
      any part of the Shares until such disputes shall have been settled either
      by mutual written agreement of the parties concerned by a final order,
      decree or judgment of a board of arbitration or a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but the Escrow Agent shall be under no duty whatsoever to
      institute or defend any such proceedings, or (ii) to deliver the Shares
      and any other property and documents held by the Escrow Agent hereunder to
      a state or Federal court having competent subject matter jurisdiction and
      located in the State of Nevada in accordance with the applicable procedure
      therefore.

	 	 
	22. 	
      Kore and Shareholders agree jointly and severally to
      indemnify and hold harmless the Escrow Agent and its partners, employees,
      agents and representatives from any and all claims, liabilities, costs or
      expenses (including reasonable attorneys’ fees) in any way arising from or
      relating to the duties or performance of the Escrow Agent hereunder or the
      transactions contemplated hereby, other than any such claim, liability,
      cost or expense to the extent the same shall have been determined by
      final, nonappealable judgment of a court of competent jurisdiction to have
      resulted from the gross negligence or willful misconduct of the Escrow
      Agent.

	 	 
	23. 	
      In the event any vote is submitted to the holders of
      common stock at any time while the Shares are held by Escrow Agent, Kore
      and Shareholders acknowledge that for purposes of such vote, such Shares
      shall be deemed to be held beneficially and of record by the Shareholders
      and the vote of the Shareholders with respect to the Shares deposited in
      escrow under this Agreement shall be deemed to be counted as if such
      Shares were not the subject of this Agreement.

	 	 
	24. 	
      Time is of the essence of this
  Agreement.



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blank.]




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IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first written above.

KORE NUTRITION INCORPORATED

	Per: 	/s/ Katherine Rodgers 	 
	  	Authorized Signatory 	 


CANE CLARK LLP

	Per: 	/s/ Scott Doney 	 
	  	Authorized Signatory 	 



	EXECUTED by JEFF TODD in the presence
    	) 	  
	of: 	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	  
	Print Name 	) 	/s/ Jeff Todd 
	  	) 	JEFF TODD 
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	EXECUTED by JON C. CHAN, LLC in the
	) 	  
	presence of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	/s/ Jon C. Chan 
	Print Name 	) 	JON C. CHAN, LLC 
	  	) 	BY: JOHNNY CHAN 
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






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	EXECUTED by JASON CHI CHAN, LLC in 	) 	 
	the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 /s/ Jason Chi Chan
    
	Print Name 	) 	 JASON CHI CHAN,
      LLC 
	  	) 	 BY: JASON
      CHAN 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 
	  	 	 
	  	 	 
	EXECUTED by SCOTT D. COON in the 	) 	 
	presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 /s/ Scott D. Coon
  
	Print Name 	)	  SCOTT D. COON

	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 






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SCHEDULE A


	


Name of Shareholder
	


Address
	Number of
      
Shares 
Deposited Into 
Escrow 
	Jeff Todd 
	
	0
    

	Johnny Chan 
	13337 S. Street #38
      

      Cerritos, CA 90703 	2,305,163 

	Jason Chan 
	2506 Anthem Village, Suite
      

      E460 
Henderson, NV 89052 	450,374 

	Scott D. Coon 
	613 31st St
      

      Manhattan Beach, CA 90266 	2,129,474 

	TOTAL: 	  	4,885,011 







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SCHEDULE B

Release Schedule for Jon C. Chan, LLC


	


Release Date 	
Percentage of
      Total 
Escrowed Securities to be 
Released 	Total Number of
      
Escrowed 
Securities to be 
Released 
	18 months after the Closing Date 	17.5% 	403,404 
	24 months after the Closing Date 	17.5% 	403,404 
	30 months after the Closing Date 	17.5% 	403,404 
	36 months after the Closing Date 	17.5% 	403,404 
	42 months after the Closing Date 	17.5% 
	403,404 

	48 months after the Closing Date 	12.5 
	288,143 

	TOTAL: 	100% 	2,305,163 







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SCHEDULE B

Release Schedule for Jason Chi Chan, LLC


	


Release Date 	
Percentage of
      Total 
Escrowed Securities to be 
Released 	Total Number of
      
Escrowed 
Securities to be 
Released 
	18 months after the Closing Date 	17.5% 	78,815 
	24 months after the Closing Date 	17.5% 	78,815 
	30 months after the Closing Date 	17.5% 	78,815 
	36 months after the Closing Date 	17.5% 	78,815 
	42 months after the Closing Date 	17.5% 
	78,815 

	48 months after the Closing Date 	12.5 
	56,299 

	TOTAL: 	100% 	450,374 







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SCHEDULE B

Release Schedule for Scott D. Coon


	


Release Date 	
Percentage of
      Total 
Escrowed Securities to be 
Released 	Total Number of
      
Escrowed 
Securities to be 
Released 
	18 months after the Closing Date 	17.5% 	372,658 
	24 months after the Closing Date 	17.5% 	372,658 
	30 months after the Closing Date 	17.5% 	372,658 
	36 months after the Closing Date 	17.5% 	372,658 
	42 months after the Closing Date 	17.5% 
	372,658 

	48 months after the Closing Date 	12.5 
	266,184 

	TOTAL: 	100% 	2,129,474