Unassociated Document


     

    Exhibit
10.1

    


    MAKE GOOD SECURITIES ESCROW
SUPPLEMENT AGREEMENT

    


    THIS MAKE
GOOD SECURITIES ESCROW SUPPLEMENT AGREEMENT (the “Make Good Supplement
Agreement”), dated as of August __, 2009, is entered into by and among
Universal Travel Group, a Nevada corporation (the “Company”), the investors
listed on the Schedule of Buyers in the Securities Purchase Agreement dated
August 28, 2008 (the
“Buyers”), Jiangping
Jiang (the “Principal
Shareholder”) and Sichenzia Ross Friedman Ference LLP with an address at
61 Broadway, 32nd Floor,
New York, NY 10006 (the “Escrow
Agent”).

    


    Capitalized
terms used but not defined herein shall have the meanings set forth in the
Securities Purchase Agreement and the Make Securities Escrow Agreement (as
defined below).

    


    WITNESSETH:

    


    WHEREAS,
the Buyers had purchased from the Company and the Company had sold to the Buyers
an aggregate of 4,588,708 shares of the Company’s common stock, par value $0.001
per share (“Common
Stock”), and warrants to acquire 2,294,356 shares of Common Stock for a
total aggregate purchase price of approximately $7,112,500 in a private
placement financing transaction (the “Financing Transaction”)
pursuant to a Securities Purchase Agreement dated August 28, 2008 by and among
the Company and the Buyers (the “Securities Purchase
Agreement”);

    


    WHEREAS,
as an inducement to the Buyers to enter into the Securities Purchase Agreement,
the Principal Shareholder had agreed to place the Escrow Shares  into
escrow for the benefit of the Buyers in the event the Company fails to achieve
the following financial performance thresholds for the 12-month periods ended
December 31, 2008 (“2008”) and December 31, 2009
(“2009”):

    


    (a)           In
2008, Net Income, as defined in accordance with United States generally accepted
accounting principles (“US
GAAP”) and reported by the Company in its audited financial statements
for 2008 (the “2008 financial
statements”) exceeds $12,000,000 (the “2008 Performance
Threshold”);

    


    (b)           In
2009, Net Income, as defined in accordance with US GAAP and reported by the
Company in its audited financial statements for 2008 (the “2009 financial statements”)
exceeds $15,600,000 (the “2009
Performance Threshold”);

    


    WHEREAS
in connection therewith, the parties had entered into a Make Good Securities
Escrow Agreement dated August 28, 2008 (the “Escrow Agreement”);
and

    


    WHEREAS,
the parties are now desirous of amending of Section 1.6 of the Escrow Agreement
to provide for the exclusion of EITF 07-5 when determining the 2008 Performance
Threshold and the 2009 Performance Threshold.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

    


    1.           Section
1.6 of the Escrow Agreement shall be hereby cancelled in its entirety and be
replaced with the following:

    


    “

    1.6           The
parties hereby agree that in determining the 2008 Performance Threshold and the
2009 Performance Threshold, the parties shall not take into account
(and such amounts shall not be included in determining Net Income):

    


    (i)           the
offering and transactional costs associated with the Financing Transaction,
including without limitation, legal and audit costs, registration and filing
fees;

    


    (ii)           losses
the Company has suffered or reasonably calculated to have suffered as a result
of a force majeure event, which shall mean (i) acts of God such as earthquakes
with an intensity of more than 7.0 on the Richter scale in geographic areas
where the Company derives more than 50% of its revenue, or (ii)
snow storms, rainstorms, floods and other natural catastrophes of such intensity
and/or duration that exceed the average monthly amount for that geographic area
by more than 100% in geographic areas in which the Company derives more than 50%
of its revenue;

    


    (iii) the
costs and expense incurred by the Company in 2008 and incurred in 2009 in
establishing an employee stock option plan pursuant to Section 4(o) of the
Securities Purchase Agreement and granting stock options to the Principal
Shareholder thereunder;

    


    (iv) any
compensation expense incurred by the Company in connection with the release of
any Escrow Shares to the Principal Shareholder; and

    


    (v)  the
effects of EITF 07-5.  ”

    


    


    2.           This
Make Good Supplement Agreement shall be binding upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties
hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.           This
Make Good Supplement Agreement and the Escrow Agreement are the final expression
of, and contains the entire agreement between, the parties with respect to the
Escrow Shares, and the subject matter hereof and supersedes all prior
understandings with respect to the Escrow Shares. The Make Good Supplement
Agreement and 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 its agent duly authorized
in writing or as otherwise expressly permitted herein.

    


    4.           The
parties hereto expressly agree that this Make Good Supplement Agreement and the
Escrow Agreement shall be governed by, interpreted under and construed and
enforced in accordance with the laws of the State of New York, without regard to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Any action to enforce, arising out of,
or relating in any way to, any provisions of this Escrow Agreement shall only be
brought in a state or Federal court sitting in New York City, Borough of
Manhattan.

    


    [Signature
Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
10th
day of August, 2009.

     

    
      
        	 	UNIVERSAL
      TRAVEL GROUP	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jiangping
      Jiang	 
	 	 	Name:
      Jiangping Jiang	 
	 	 	Title:
      CEO	 
	 	 	 	 


      

       

      
        
          	 	ESCROW
      AGENT:	 
	 	 	 
	 	Sichenzia
      Ross Friedman Ference LLP	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Gregory
      Sichenzia	 
	 	 	Name:
      Gregory Sichenzia	 
	 	 	Title:
      Partner	 
	 	 	 	 


        

         

        
          
            	 	PRINCIPAL
      SHAREHOLDER:	 
	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Jiangping
      Jiang	 
	 	 	Name:
      Jiangping Jiang	 
	 	 	Title:	 
	 	 	 	 


          

          
             

            
              
                	 	BUYER:	 
	 	 	 
	 	ACCESS
      AMERICA FUND, LP	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Christopher
      Efird	 
	 	 	Name:
      Christopher Efird	 
	 	 	Title:
      President	 
	 	 	 	 


              

               

              
                
                   

                

                
                   

                  
                    

                  

                

                
                   

                

              

              
                 

                
                  
                    	 	BUYER:	 
	 	 	 
	 	CHINAMERICA
      FUND LP	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Beau
      Johnson	 
	 	 	Name:
      Beau Johnson	 
	 	 	Title:
      Managing Partner	 
	 	 	 	 


                  

                  
                    
                       

                      
                        
                          	 	BUYER:	 
	 	 	 
	 	POPE
      INVESTMENT II LLC	 
	 	 	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	/s/ William
      P. Wells	 
	 	 	Name:
      William P. Wells	 
	 	 	Title:
      President, Pope Asset Mgmt	 
	 	 	 	 


                        

                        
                          
                             

                            
                              
                                	 	BUYER:	 
	 	 	 
	 	      
                                        HELLER
      CAPITAL INVESTMENTS, LLC

                                      	 
	 	 	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ Ronald
      Heller	 
	 	 	Name:
      Ronald I. Heller	 
	 	 	Title:
      CIO	 
	 	 	 	 


                              

                               

                              
                                
                                   

                                

                                
                                   

                                  
                                    

                                  

                                

                                
                                   

                                

                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              	 	BUYER:	 
	 	 	 
	 	      
                      CGM
      as C/F RONALD I. HELLER IRA

                    	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Ronald
      Heller	 
	 	 	Name:
      Ronald I. Heller	 
	 	 	Title:
      Investor	 
	 	 	 	 


            

            
               

              
                
                  	 	BUYER:	 
	 	 	 
	 	      
                          INVESTMENT
      HUNTER, LLC

                        	 
	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Gary
      C. Evans	 
	 	 	Name:
      Gary C. Evans	 
	 	 	Title:
      Manager	 
	 	 	 	 


                

                
                  
                     

                    
                      
                        	 	BUYER:	 
	 	 	 
	 	      
                                MARED
      INVESTMENTS

                              	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Edward
      R. Rashid	 
	 	 	Name:
      Edward R. Rashid	 
	 	 	Title:
      President	 
	 	 	 	 


                      

                      
                        
                           

                          
                            
                              	 	BUYER:	 
	 	 	 
	 	      
                                      HIGH
      CAPITAL FUNDING, LLC

                                    	 
	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ David
      Rapaport	 
	 	 	Name:
      David Rapaport	 
	 	 	Title:
      EVP & GC	 
	 	 	 	 


                            

                             

                            
                              
                                 

                              

                              
                                 

                                
                                  

                                

                              

                              
                                 

                              

                            

                            
                               

                              
                                
                                  	 	BUYER:	 
	 	 	 
	 	      
                                          MERRILL
      LYNCH, PIERCE, FENNER & SMITH, FBO BEAU L.
      JOHNSON

                                        	 
	 	 	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ Beau
      Johnson	 
	 	 	Name:
      Beau Johnson