Common use of Authority of Escrow Agent Clause in Contracts

Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner: 3.1 If subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have been received during the Initial Offering Period (as defined in paragraph 3.6 below), all property deposited in the Escrow Account (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 below) shall as soon as practicable be paid over and delivered to the Issuer upon its written request, upon the certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000-300,000 shares ($250,000- $1,500,000) minimum have been received and accepted, and upon certification by the Escrow Agent to the Issuer that the Escrow Agent has received not less than such $250,000 minimum in good clear funds for deposit in the Escrow Account. 3.2 If such subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have not been received within the Offering Period (as defined in paragraph 3.6 below), prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account shall be made by the Escrow Agent to the subscribers at their respective addresses shown on the list of subscriber names, addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I in the amounts shown thereon and without deductions of any kind or character. Additionally, any interest which shall be accrued on the Proceeds during the period of this Agreement shall concurrently be paid to the subscribers in proportion to their respective subscriptions (taking into account time of deposit and amount). 3.3 Prior to delivery of the escrowed Proceeds to the Issuer as described above, the Issuer shall have any title to or interest in the Proceeds on deposit in the Escrow Account or in any interest earned thereon and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Issuer. 3.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to this Agreement to be maintained and invested as the Issuer shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, savings accounts (of banks including the Escrow Agent) or direct United States Government obligations which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited with interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 3.2 above. It is expressly agreed that the Escrow Agent is not guaranteeing that any interest or profits will accrue on the subscription funds deposited with it. If the 100% of the Proceeds so deposited are not realized upon such liquidation, the Issuer shall pay the difference into the Escrow Account for distribution to the subscribers. The Escrow Agent shall incur no liability for any loss suffered so long as the Escrow Agent follows such directions. 3.5 At any time prior to the termination of this Agreement, for whatever reason, the Issuer may notify the Escrow Agent that a Subscription Agreement of a subscriber has not been accepted or has only been partially accepted, and the Issuer may direct the Escrow Agent to return as soon thereafter as may be practicable any Proceeds held in the Escrow Account for the benefit of such subscriber directly to such subscriber, without interest. If any check transmitted to the Escrow Agent in connection with a subscription shall remain uncollected for any reason, the Escrow Agent shall return such check, together with any other material or documents received by it in connection with the subscription, to the Issuer.

Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner: 3.1 If subscriptions for 50,000100,000-300,000 1,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) or more have been received during the Initial Offering Period (as defined in paragraph 3.6 below), all property deposited in the Escrow Account (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 below) shall as soon as practicable be paid over and delivered to the Issuer upon its written request, upon the certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000100,000-300,000 01,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) minimum have been received and accepted, and upon certification by the Escrow Agent to the Issuer that the Escrow Agent has received not less than such $250,000 100,000 minimum in good clear funds for deposit in the Escrow Account. 3.2 If such subscriptions for 50,000100,000-300,000 1,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) or more have not been received within the Offering Period (as defined in paragraph 3.6 below), prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account shall be made by the Escrow Agent to the subscribers at their respective addresses shown on the list of subscriber names, addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I 1 in the amounts shown thereon and without deductions of any kind or character. Additionally, any interest which shall be accrued on the Proceeds during the period of this Agreement shall concurrently be paid to the subscribers in proportion to their respective subscriptions (taking into account time of deposit and amount). 3.3 Prior to delivery of the escrowed Proceeds to the Issuer as described above, the Issuer shall have any title to or interest in the Proceeds on deposit in the Escrow Account or in any interest earned thereon and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Issuer. 3.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to this Agreement to be maintained and invested as the Issuer shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, savings accounts (of banks including the Escrow Agent) or direct United States Government obligations which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited with interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 3.2 above. It is expressly agreed that the Escrow Agent is not guaranteeing that any interest or profits will accrue on the subscription funds deposited with it. If the 100% of the Proceeds so deposited are not realized upon such liquidation, the Issuer shall pay the difference into the Escrow Account for distribution to the subscribers. The Escrow Agent shall incur no liability for any loss suffered so long as the Escrow Agent follows such directions. 3.5 At any time prior to the termination of this Agreement, for whatever reason, the Issuer may notify the Escrow Agent that a Subscription Agreement of a subscriber has not been accepted or has only been partially accepted, and the Issuer may direct the Escrow Agent to return as soon thereafter as may be practicable any Proceeds held in the Escrow Account for the benefit of such subscriber directly to such subscriber, without interest. If any check transmitted to the Escrow Agent in connection with a subscription shall remain uncollected for any reason, the Escrow Agent shall return such check, together with any other material or documents received by it in connection with the subscription, to the Issuer.

Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner: 3.1 If subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have been received during the Initial Offering Period (as defined in paragraph 3.6 below), all property deposited in the Escrow Account (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 below) shall as soon as practicable be paid over and delivered to the Issuer upon its written request, upon the certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000-300,000 shares ($250,000- $1,500,000250,000-$1,500,000) minimum have been received and accepted, and upon certification by the Escrow Agent to the Issuer that the Escrow Agent has received not less than such $250,000 minimum in good clear funds for deposit in the Escrow Account. 3.2 If such subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have not been received within the Offering Period (as defined in paragraph 3.6 below), prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account shall be made by the Escrow Agent to the subscribers at their respective addresses shown on the list of subscriber names, addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I in the amounts shown thereon and without deductions of any kind or character. Additionally, any interest which shall be accrued on the Proceeds during the period of this Agreement shall concurrently be paid to the subscribers in proportion to their respective subscriptions (taking into account time of deposit and amount). 3.3 Prior to delivery of the escrowed Proceeds to the Issuer as described above, the Issuer shall have any title to or interest in the Proceeds on deposit in the Escrow Account or in any interest earned thereon and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Issuer. 3.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to this Agreement to be maintained and invested as the Issuer shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, savings accounts (of banks including the Escrow Agent) or direct United States Government obligations which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited with interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 3.2 above. It is expressly agreed that the Escrow Agent is not guaranteeing that any interest or profits will accrue on the subscription funds deposited with it. If the 100% of the Proceeds so deposited are not realized upon such liquidation, the Issuer shall pay the difference into the Escrow Account for distribution to the subscribers. The Escrow Agent shall incur no liability for any loss suffered so long as the Escrow Agent follows such directions. 3.5 At any time prior to the termination of this Agreement, for whatever reason, the Issuer may notify the Escrow Agent that a Subscription Agreement of a subscriber has not been accepted or has only been partially accepted, and the Issuer may direct the Escrow Agent to return as soon thereafter as may be practicable any Proceeds held in the Escrow Account for the benefit of such subscriber directly to such subscriber, without interest. If any check transmitted to the Escrow Agent in connection with a subscription shall remain uncollected for any reason, the Escrow Agent shall return such check, together with any other material or documents received by it in connection with the subscription, to the Issuer.

Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner: 3.1 2.1 If subscriptions for 50,000100,000-300,000 1,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) or more have been received during the Initial Offering Period (as defined in paragraph 3.6 2.6 below), all property deposited in the Escrow Account (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 2.2 below) shall as soon as practicable be paid over and delivered to the Issuer upon its written request, upon the certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000100,000-300,000 01,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) minimum have been received and accepted, and upon certification by the Escrow Agent to the Issuer that the Escrow Agent has received not less than such $250,000 100,000 minimum in good clear funds for deposit in the Escrow Account. 3.2 2.2 If such subscriptions for 50,000100,000-300,000 1,000,000 shares ($250,000- 100,000 - $1,500,0001,000,000) or more have not been received within the Offering Period (as defined in paragraph 3.6 2.6 below), prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account shall be made by the Escrow Agent to the subscribers at their respective addresses shown on the list of subscriber names, addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I 1 in the amounts shown thereon and without deductions of any kind or character. Additionally, any interest which shall be accrued on the Proceeds during the period of this Agreement shall concurrently be paid to the subscribers in proportion to their respective subscriptions (taking into account time of deposit and amount). 3.3 2.3 Prior to delivery of the escrowed Proceeds to the Issuer as described above, the Issuer shall have any title to or interest in the Proceeds on deposit in the Escrow Account or in any interest earned thereon and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Issuer. 3.4 2.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to this Agreement to be maintained and invested as the Issuer shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, savings accounts (of banks including the Escrow Agent) or direct United States Government obligations which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited with interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 3.2 2.2 above. It is expressly agreed that the Escrow Agent is not guaranteeing that any interest or profits will accrue on the subscription funds deposited with it. If the 100% of the Proceeds so deposited are not realized upon such liquidation, the Issuer shall pay the difference into the Escrow Account for distribution to the subscribers. The Escrow Agent shall incur no liability for any loss suffered so long as the Escrow Agent follows such directions. 3.5 2.5 At any time prior to the termination of this Agreement, for whatever reason, the Issuer may notify the Escrow Agent that a Subscription Agreement of a subscriber has not been accepted or has only been partially accepted, and the Issuer may direct the Escrow Agent to return as soon thereafter as may be practicable any Proceeds held in the Escrow Account for the benefit of such subscriber directly to such subscriber, without interest. If any check transmitted to the Escrow Agent in connection with a subscription shall remain uncollected for any reason, the Escrow Agent shall return such check, together with any other material or documents received by it in connection with the subscription, to the Issuer.

Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner: 3.1 If subscriptions for 50,000-300,000 shares (2.1 If, but only if, proceeds aggregating not less than $250,000- $1,500,000) or more 1,000,000 have been received during the Initial Offering Period (as defined in paragraph 3.6 below)Period, all proceeds and other property deposited in the Escrow Account this escrow (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 2.2 below) shall as soon as practicable be paid over and delivered to the Issuer Company upon its written request, request and upon the Company's certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000-300,000 shares ($250,000- $1,500,000) minimum ______________ Shares have been received and accepted, and upon certification accepted by the Escrow Agent Company. Any interest which shall be accrued on the Proceeds during the period of the escrow shall concurrently be paid to the Issuer that the Escrow Agent has received Company. 2.2 If proceeds aggregating not less than such $250,000 minimum in good clear funds for deposit in the Escrow Account. 3.2 If such subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more 1,000,000 have not been received within during the Initial Offering Period (as defined in paragraph 3.6 below)Period, prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account this escrow shall be made by the Escrow Agent to the subscribers subscribers, at their respective addresses shown on the list of subscriber names, names and addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I 1 in the amounts shown thereon and without deductions of any kind or character. Additionally, any Any interest which shall be accrued on the Proceeds during the period of this Agreement the escrow shall concurrently be paid to the subscribers in proportion pursuant to their respective subscriptions (taking into account time of deposit calculations and amount)written instructions provided by the Company. 3.3 2.3 Prior to delivery of the escrowed Proceeds to the Issuer Company as described in paragraph 2.2 above, the Issuer Company shall have any no title to or interest in the Proceeds on deposit in the Escrow Account this escrow or in any interest earned thereon thereon, and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the IssuerCompany. 3.4 2.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to in this Agreement escrow agreement to be maintained and invested as the Issuer Company shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, money market or savings accounts (of banks including the Escrow Agent) or direct United States Government obligations Agent which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited with and interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 3.2 2.2 above. It is expressly agreed In the event that the Escrow Agent is not guaranteeing that any interest or profits will accrue on the subscription funds deposited with it. If the 100% of the Proceeds so deposited are not realized upon such liquidation, the Issuer Company shall pay the difference into the Escrow Account this escrow for distribution to the subscribers. The Escrow Agent shall incur no liability for any loss suffered so long as the Escrow Agent follows such directions. 3.5 2.5 At any time prior to the termination of this Agreementescrow, for whatever reason, the Issuer Company may notify the Escrow Agent that a Subscription Agreement of a subscriber has not been accepted accepted, or has only been partially accepted, and the Issuer Company may direct the Escrow Agent to return as soon thereafter as may be practicable any Proceeds held in the Escrow Account this escrow for the benefit of such subscriber directly to such subscriber, without interest. If any check transmitted to the Escrow Agent in connection with a subscription shall remain uncollected for any reason, the Escrow Agent shall return such check, together with any other material or documents received by it in connection with the subscriptionsuch subscriptions, to the IssuerCompany.