OF THE INITIAL
STOCKHOLDERS, JOINTLY, PROVIDED, HOWEVER, THAT SUCH RESIGNATION SHALL BECOME
EFFECTIVE ONLY UPON ACCEPTANCE OF APPOINTMENT BY A SUCCESSOR ESCROW AGENT AS
PROVIDED IN SECTION 5.5.
5.7
LIABILITY. NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, THE ESCROW AGENT SHALL NOT BE RELIEVED FROM LIABILITY HEREUNDER
FOR ITS OWN GROSS NEGLIGENCE OR ITS OWN WILLFUL MISCONDUCT.
6.
MISCELLANEOUS.
6.1
GOVERNING LAW. THIS AGREEMENT SHALL FOR ALL
PURPOSES BE DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY AGREES THAT ANY
ACTION, PROCEEDING OR CLAIM AGAINST IT ARISING OUT OF OR RELATING IN ANY WAY TO
THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW
YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
(EACH, A "NEW YORK COURT"), AND IRREVOCABLY SUBMITS TO SUCH JURISDICTION, WHICH
JURISDICTION SHALL BE EXCLUSIVE. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
TO SUCH EXCLUSIVE JURISDICTION AND THAT SUCH COURTS REPRESENT AN INCONVENIENT
FORUM.
6.2
THIRD-PARTY BENEFICIARIES. EACH OF THE
INITIAL SHAREHOLDERS HEREBY ACKNOWLEDGES THAT MORGAN JOSEPH IS A THIRD-PARTY
BENEFICIARY OF THIS AGREEMENT AND THIS AGREEMENT MAY NOT BE MODIFIED OR CHANGED
WITHOUT THE PRIOR WRITTEN CONSENT OF MORGAN JOSEPH.
6.3
ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, MAY NOT BE CHANGED OR MODIFIED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY TO THE CHARGED.
6.4
HEADINGS. THE HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION THEREOF.
6.5
BINDING EFFECT. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE RESPECTIVE PARTIES HERETO AND THEIR
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
6.6
NOTICES. ANY NOTICE OR OTHER COMMUNICATION
REQUIRED OR WHICH MAY BE GIVEN HEREUNDER SHALL BE IN WRITING AND EITHER BE
DELIVERED PERSONALLY OR BY PRIVATE NATIONAL COURIER SERVICE, OR BE MAILED,
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AND
SHALL BE DEEMED GIVEN WHEN SO DELIVERED PERSONALLY OR, IF SENT BY PRIVATE
NATIONAL COURIER SERVICE, ON THE NEXT BUSINESS DAY AFTER DELIVERY TO THE
COURIER, OR, IF MAILED, TWO BUSINESS DAYS AFTER THE DATE OF MAILING, AS FOLLOWS:
If to the Company, to:
Stone Tan China Acquisition Corp.
Suite 1A, 11th Floor, Tower 1
China Hong Kong City
33 Canton Road
Kowloon, Hong Kong
Attn: Richard Tan, President and Chief Executive Officer
If to a Stockholder, to his address set forth in Exhibit A.
and if to the Escrow Agent, to:
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Felix Orihuela, Vice President and Senior Account Executive
A copy of any notice sent hereunder shall be sent to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Fran Stoller, Esq.
and:
Morgan Joseph & Co.,