Common use of Deposit into the Trust Account Clause in Contracts

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The failure to reach the minimum offering amount (1,500,000 shares) within 180 days of the effectiveness of the Client’s registration statement on Form S-1 (File No. 333-202072) (the “Registration Statement”); (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The the failure to reach the minimum offering amount (1,500,000 500,000 shares) within 180 days of the effectiveness of the Client’s registration statement on Form S-1 (File No. 333-202072) (the “Registration Statement”); (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The failure to reach on the earlier of: (i) the date when the sale of all 1,500,000 shares being sold by the Client is completed, (ii) any time after the minimum offering amount of 500,000 shares of common stock is achieved at the discretion of the board of directors of the Client, or (1,500,000 sharesiii) within 180 days of from the effectiveness effective date of the Client’s registration statement on Form S-1 (File No. 333-202072) (the “Registration Statement”);, or a 180 day extension thereto at the discretion of the board of directors of the client and which extension any Beneficiaries will be notified of in writing a minimum of 30 days prior to the beginning of such extension. (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The the failure to reach the minimum offering amount (1,500,000 500,000 shares) within 180 days of the effectiveness of the Client’s registration statement on Form S-1 (File No. 333-333- 202072) (the “Registration Statement”); (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The failure to reach on the earlier of: (i) the date when the sale of all 6,000,000 shares being sold by the Client is completed, (ii) any time after the minimum offering amount (1,500,000 shares) within 180 days of 4,500,000 shares of common stock is achieved at the discretion of the effectiveness board of directors of the Client, or (iii) 360 days from the effective date of the Client’s registration statement on Form S-1 (File No. 333-202072333-__________) (the “Registration Statement”);. (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.

Deposit into the Trust Account. Rule 419 under the Securities Act of 1933, as amended, (the “Securities Act”) requires that the net offering proceeds, and all securities to be issued including those sold by a selling shareholder upon their sale (the “Deposited Funds” and “Deposited Securities,” respectively) be promptly deposited by the Client into a trust or escrow account governed by an agreement which contains certain terms and provisions specified by Rule 419 of the Securities Act (the “Rule”). Therefore, the following shall ally to the Deposited Funds and the Deposited Securities: (a) All offering proceeds shall be deposited promptly into the Trust Account. (b) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Trustee. (c) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the Beneficiaries. (d) Deposited proceeds shall be invested at the discretion of the Trustee in one of the following: (i) An obligation that constitutes a “deposit,” as that term is defined in Section 3(1) of the Federal Deposit Insurance Act; (ii) Securities of any open-end investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that holds itself out as a money market fund meeting the conditions of paragraph (d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or (iii) Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. (e) Interest or dividends earned on the funds, if any, shall be held in the Trust Account until the funds are released in accordance with the provisions of Rule 419 under the Securities Act. If funds held in the Trust Account are released to a purchaser of the securities, the purchaser shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the Trust Account are released to the Client, interest or dividends earned on such funds up to the date of release may be released to the Client. (f) The Client may receive up to 10% of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by Rule 419(b)(2)(i) of the Securities Act exclusive of interest or dividends, as those proceeds are deposited into the Trust Account. (g) This Agreement and the Trust Account will terminate upon the happening of one of the following: (i) The failure to reach on the earlier of: (i) the date when the sale of all 6,000,000 shares being sold by the Client is completed, (ii) any time after the minimum offering amount of 4,500,000 shares of common stock is achieved at the discretion of the board of directors of the Client, or (1,500,000 sharesiii) within 180 days of from the effectiveness effective date of the Client’s registration statement on Form S-1 (File No. 333-202072333-__________) (the “Registration Statement”);, or a 180 day extension thereto at the discretion of the board of directors of the client and which extension any Beneficiaries will be notified of in writing a minimum of 30 days prior to the beginning of such extension. (ii) confirmation by Client’s legal counsel that a reconfirmation offering has been completed and an acquisition consummated; (iii) failure to complete the reconfirmation offering within 18 months of the date of effectiveness of the Registration Statement. In the event of termination, funds and securities shall be delivered as described herein. (h) All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited by the Client directly into the Trust Account promptly upon issuance. The identity of the Beneficiary shall be included on the stock certificates or other documents evidencing such securities. The securities so deposited shall be subject to Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the Trust Account. (i) Securities held in the Trust Account are to remain as issued and deposited and shall be held for the sole benefit of the Beneficiaries, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the trust or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. (j) Warrants, convertible securities or other derivative securities relating to securities held in the Trust Account may be exercised or converted by the Trustee at the direction of the Client in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the trust account.