Common use of Deposits Into and Distributions From the Escrow Account Clause in Contracts

Deposits Into and Distributions From the Escrow Account. A description of the procedures involved is below. DEPOSIT OF OFFERING PROCEEDS AND SECURITIES Rule 419 of the Securities Exchange Act of 1933 requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder upon their sale) be promptly deposited by the Company into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the Rule. Under Rule 419, the Deposited Funds and Deposited Securities will be released by the Escrow Agent to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated. If the minimum offering is not completed or the acquisition is not timely and properly consummated pursuant to Rule 419, the Escrow Agent is instructed that investors will be entitled to the return of their Deposited Funds, less the 10% non-refundable administrative fee. Deposit and investment of offering proceeds. i. All offering proceeds shall be deposited promptly into the escrowor trust account. ii. Deposited proceeds shall be in the form of checks, drafts, ormoney orders payable to the order of the escrow agent or trustee. iii. Deposited proceeds and interest or dividends thereon, if any, shallbe held for the sole benefit of the purchasers of the securities. iv. Deposited proceeds shall be invested at the discretion of theEscrow Agent in one of the following: A. An obligation that constitutes a "deposit," as that term isdefined in section 3(1) of the Federal Deposit InsuranceAct; B. Securities of any open-end investment company registeredunder the Investment Company Act of 1940 that holdsitself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or C. Securities that are direct obligations of, or obligationsguaranteed as to principal or interest by, the United States. v. Interest or dividends earned on the funds, if any, shall be held inthe escrow or trust account until the funds are released inaccordance with the provisions of this section. If funds held in the escrow or trust account are released to a purchaser of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrants. vi. The registrant may receive up to 10 percent of the proceedsremaining after payment of underwriting commissions,underwriting expenses and dealer allowances permitted by Rule419(b)(2)(vi) of the Securities Act of 1933 exclusive of interest or dividends, only after such time as the minimum offering has been completed and upon written request of the registrant. v. This escrow will termination upon the happening of one of the following: 1) the failure to reach the minimum offering amount within 180 days of the effectiveness of the offering, 2) confirmation by OICco’s legal counsel that a reconfirmation offering has been completed or 3) failure to complete the reconfirmation offering within 18 months of the date of effectiveness. In the event of termination, funds and securities shall be delivered as described herein. Deposit of securities. i. All securities issued in connection with the offering (including theshares sold by Xxxxxx Xxxxx when sold), whether or not for cashconsideration, 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 Company directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. See also Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the escrow or trust account. ii. Securities held in the escrow or trust account are to remain asissued and deposited and shall be held for the sole benefit of thepurchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state xxx.Xx transfer or other disposition of securities held in the escrow or trust account 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. iii. Warrants, convertible securities or other derivative securitiesrelating to securities held in the escrow or trust account may beexercised or converted by the Escrow Agent at the direction of the Company 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 escrow or trust account. POST-EFFECTIVE AMENDMENT Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Company to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated RECONFIRMATION OFFERING The reconfirmation offer by the Company must commence within five business days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions: (1) The prospectus contained in the post-effective amendment will be sent by the Company to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment; (2) Each investor will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor; (3) If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means; (4) The acquisition(s) will be consummated only if investors having contributed 80% of the maximum offering proceeds elect to reconfirm their investments; and (5) If a consummated acquisition(s) has not occurred within 18 months from the date that the Securities and Exchange Commission deems the offering effective as indicated on the prospectus, Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means.

Deposits Into and Distributions From the Escrow Account. A description of the procedures involved is below. DEPOSIT OF OFFERING PROCEEDS AND SECURITIES Rule 419 of the Securities Exchange Act of 1933 (“Rule 419” or the “Rule”) requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder upon their sale) be promptly deposited by the Company into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the Rule. Under Rule 419, the Deposited Funds and Deposited Securities will be released by the Escrow Agent to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amountamount (includes both the Company and selling shareholders shares) ; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offeringoffering (includes the Company shareholders and the selling shareholder) ; and third, the acquisition(s) meeting the above criteria must be consummated. If the minimum offering is not completed completed, or the acquisition is not timely and properly consummated pursuant to Rule 419, the Escrow Agent is instructed that investors will be entitled to the return of their Deposited FundsFunds in full, less the 10% non-refundable administrative feewithout deduction for fees. Deposit and investment of offering proceeds.DEPOSIT AND INVESTMENT OF OFFERING PROCEEDS i. All offering proceeds shall be deposited promptly into the escrowor escrow or trust account. ii. Deposited proceeds shall be in the form of checks, drafts, ormoney or money orders payable to the order of the escrow agent or trustee. iii. Deposited proceeds and interest or dividends thereon, if any, shallbe shall be held for the sole benefit of the purchasers of the securities. iv. Deposited proceeds shall be invested at the discretion of theEscrow the Escrow Agent in one of the following: A. An obligation that constitutes a "deposit," as that term isdefined is defined in section 3(1) of the Federal Deposit InsuranceActInsurance Act; B. Securities of any open-end investment company registeredunder registered under the Investment Company Act of 1940 that holdsitself holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or C. Securities that are direct obligations of, or obligationsguaranteed obligations guaranteed as to principal or interest by, the United StatesStates of America. v. Interest or dividends earned on the funds, if any, shall be held inthe in the escrow or trust account until the funds are released inaccordance in accordance with the provisions of this section. If funds held in the escrow or trust account are released to a purchaser of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrants. vi. The registrant may receive up to 10 ten (10) percent of the proceedsremaining proceeds remaining after payment of underwriting commissions,, underwriting expenses and dealer allowances permitted by Rule419(b)(2)(viRule 419(b)(2)(vi) of the Securities Act of 1933 exclusive of interest or dividends, only after such time as the minimum offering has been completed and upon written request of the registrant. v. vii. This escrow will termination upon the happening of one of the following: (1) the failure to reach the minimum offering amount within 180 360 days of the effectiveness of the offering, (2) confirmation by OICcothe Company’s legal counsel that a reconfirmation offering has been completed completed, or (3) failure to complete the reconfirmation offering within 18 eighteen (18) months of the date of effectiveness. In the event of termination, funds and securities shall be delivered as described herein. Deposit of securities.DEPOSIT OF SECURITIES i. All securities issued in connection with the offering (including theshares the shares sold by Xxxxxx Xxxxx Axxxxxx XxXxxxxx-Xxxxxxx, when and if sold), whether or not for cashconsiderationcash 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 Company directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. See also Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the escrow or trust account. ii. Securities held in the escrow or trust account are to remain asissued as issued and deposited and shall be held for the sole benefit of thepurchasersthe purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state xxx.Xx law. No transfer or other disposition of securities held in the escrow or trust account 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. iii. Warrants, convertible securities or other derivative securitiesrelating securities relating to securities held in the escrow or trust account may beexercised be exercised or converted by the Escrow Agent at the direction of the Company in accordance with their terms;providedterms; 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 escrow or trust account. POST-EFFECTIVE AMENDMENT Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Company to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated consummated. RECONFIRMATION OFFERING The reconfirmation offer by the Company must commence within five (5) business days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions: (1) The prospectus contained in the post-effective amendment will be sent by the Company to each investor whose securities are held in the escrow account within five (5) business days after the effective date of the post-effective amendment; (2) Each investor will have no fewer than twenty (20), and no more than forty-five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor; (3) If the Company does not receive written notification from any investor within 45 forty-five (45) business days following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five (5) business days by first class mail or other equally prompt means; (4) The acquisition(s) will be consummated only if investors having contributed eighty percent (80% %) of the maximum offering proceeds elect to reconfirm their investments; and (5) If a consummated acquisition(s) has not occurred within 18 eighteen (18) months from the date that the Securities and Exchange Commission deems the offering effective as indicated on the prospectus, then Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means.

Deposits Into and Distributions From the Escrow Account. A description of the procedures involved is below. DEPOSIT OF OFFERING PROCEEDS AND SECURITIES Rule 419 of the Securities Exchange Act of 1933 (“Rule 419” or the “Rule”) requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder upon their sale) be promptly deposited by the Company into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the Rule. Under Rule 419, the Deposited Funds and Deposited Securities will be released by the Escrow Agent to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amountamount (includes both the Company and selling shareholders shares) ; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offeringoffering (includes the Company shareholders and the selling shareholder) ; and third, the acquisition(s) meeting the above criteria must be consummated. If the minimum offering is not completed completed, or the acquisition is not timely and properly consummated pursuant to Rule 419, the Escrow Agent is instructed that investors will be entitled to the return of their Deposited FundsFunds in full, less the 10% non-refundable administrative feewithout deduction for fees. Deposit and investment of offering proceeds.DEPOSIT AND INVESTMENT OF OFFERING PROCEEDS i. All offering proceeds shall be deposited promptly into the escrowor escrow or trust account. ii. Deposited proceeds shall be in the form of checks, drafts, ormoney or money orders payable to the order of the escrow agent or trustee. iii. Deposited proceeds and interest or dividends thereon, if any, shallbe shall be held for the sole benefit of the purchasers of the securities. iv. Deposited proceeds shall be invested at the discretion of theEscrow the Escrow Agent in one of the following: A. An obligation that constitutes a "deposit," as that term isdefined is defined in section 3(1) of the Federal Deposit InsuranceActInsurance Act; B. Securities of any open-end investment company registeredunder registered under the Investment Company Act of 1940 that holdsitself holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or C. Securities that are direct obligations of, or obligationsguaranteed obligations guaranteed as to principal or interest by, the United StatesStates of America. v. Interest or dividends earned on the funds, if any, shall be held inthe in the escrow or trust account until the funds are released inaccordance in accordance with the provisions of this section. If funds held in the escrow or trust account are released to a purchaser of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrants. vi. The registrant may receive up to 10 ten (10) percent of the proceedsremaining proceeds remaining after payment of underwriting commissions,, underwriting expenses and dealer allowances permitted by Rule419(b)(2)(viRule 419(b)(2)(vi) of the Securities Act of 1933 exclusive of interest or dividends, only after such time as the minimum offering has been completed and upon written request of the registrant. v. vii. This escrow will termination upon the happening of one of the following: (1) the failure to reach the minimum offering amount within 180 360 days of the effectiveness of the offering, (2) confirmation by OICcothe Company’s legal counsel that a reconfirmation offering has been completed completed, or (3) failure to complete the reconfirmation offering within 18 eighteen (18) months of the date of effectiveness. In the event of termination, funds and securities shall be delivered as described herein. Deposit of securities.DEPOSIT OF SECURITIES i. All securities issued in connection with the offering (including theshares the shares sold by Xxxxxx Xxxxx Axxxxxx X. XxXxxxxx-Xxxxxxx , when and if sold), whether or not for cashconsiderationcash 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 Company directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. See also Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the escrow or trust account. ii. Securities held in the escrow or trust account are to remain asissued as issued and deposited and shall be held for the sole benefit of thepurchasersthe purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state xxx.Xx law. No transfer or other disposition of securities held in the escrow or trust account 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. iii. Warrants, convertible securities or other derivative securitiesrelating securities relating to securities held in the escrow or trust account may beexercised be exercised or converted by the Escrow Agent at the direction of the Company in accordance with their terms;providedterms; 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 escrow or trust account. POST-EFFECTIVE AMENDMENT Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Company to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated consummated. RECONFIRMATION OFFERING The reconfirmation offer by the Company must commence within five (5) business days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions: (1) The prospectus contained in the post-effective amendment will be sent by the Company to each investor whose securities are held in the escrow account within five (5) business days after the effective date of the post-effective amendment; (2) Each investor will have no fewer than twenty (20), and no more than forty-five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor; (3) If the Company does not receive written notification from any investor within 45 forty-five (45) business days following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five (5) business days by first class mail or other equally prompt means; (4) The acquisition(s) will be consummated only if investors having contributed eighty percent (80% %) of the maximum offering proceeds elect to reconfirm their investments; and (5) If a consummated acquisition(s) has not occurred within 18 eighteen (18) months from the date that the Securities and Exchange Commission deems the offering effective as indicated on the prospectus, then Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means.

Deposits Into and Distributions From the Escrow Account. A description of the procedures involved is below. DEPOSIT OF OFFERING PROCEEDS AND SECURITIES Rule 419 of the Securities Exchange Act of 1933 (“Rule 419” or the “Rule”) requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder upon their sale) be promptly deposited by the Company into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the Rule. Under Rule 419, the Deposited Funds and Deposited Securities will be released by the Escrow Agent to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated. If the minimum offering is not completed completed, or the acquisition is not timely and properly consummated pursuant to Rule 419, the Escrow Agent is instructed that investors will be entitled to the return of their Deposited Funds, less the 10% non-refundable administrative fee. Deposit and investment of offering proceeds.DEPOSIT AND INVESTMENT OF OFFERING PROCEEDS i. All offering proceeds shall be deposited promptly into the escrowor escrow or trust account. ii. Deposited proceeds shall be in the form of checks, drafts, ormoney or money orders payable to the order of the escrow agent or trustee. iii. Deposited proceeds and interest or dividends thereon, if any, shallbe shall be held for the sole benefit of the purchasers of the securities. iv. Deposited proceeds shall be invested at the discretion of theEscrow the Escrow Agent in one of the following: A. An obligation that constitutes a "deposit," as that term isdefined is defined in section 3(1) of the Federal Deposit InsuranceActInsurance Act; B. Securities of any open-end investment company registeredunder registered under the Investment Company Act of 1940 that holdsitself holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or C. Securities that are direct obligations of, or obligationsguaranteed obligations guaranteed as to principal or interest by, the United StatesStates of America. v. Interest or dividends earned on the funds, if any, shall be held inthe in the escrow or trust account until the funds are released inaccordance in accordance with the provisions of this section. If funds held in the escrow or trust account are released to a purchaser of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrants. vi. The registrant may receive up to 10 ten (10) percent of the proceedsremaining proceeds remaining after payment of underwriting commissions,, underwriting expenses and dealer allowances permitted by Rule419(b)(2)(viRule 419(b)(2)(vi) of the Securities Act of 1933 exclusive of interest or dividends, only after such time as the minimum offering has been completed and upon written request of the registrant. v. This escrow will termination upon the happening of one of the following: (1) the failure to reach the minimum offering amount within 180 days of the effectiveness of the offering, (2) confirmation by OICcothe Company’s legal counsel that a reconfirmation offering has been completed completed, or (3) failure to complete the reconfirmation offering within 18 eighteen (18) months of the date of effectiveness. In the event of termination, funds and securities shall be delivered as described herein. Deposit of securities.DEPOSIT OF SECURITIES i. All securities issued in connection with the offering (including theshares the shares sold by Xxxxxx Xxxxx Axxxxxx XxXxxxxx-Xxxxxxx, when and if sold), whether or not for cashconsiderationcash 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 Company directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. See also Rule 15g-8 of the Exchange Act regarding restrictions on sales of, or offers to sell, securities deposited in the escrow or trust account. ii. Securities held in the escrow or trust account are to remain asissued as issued and deposited and shall be held for the sole benefit of thepurchasersthe purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state xxx.Xx law. No transfer or other disposition of securities held in the escrow or trust account 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. iii. Warrants, convertible securities or other derivative securitiesrelating securities relating to securities held in the escrow or trust account may beexercised be exercised or converted by the Escrow Agent at the direction of the Company in accordance with their terms;providedterms; 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 escrow or trust account. POST-EFFECTIVE AMENDMENT Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Company to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated consummated. RECONFIRMATION OFFERING The reconfirmation offer by the Company must commence within five withinfive (5) business days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions: (1) The prospectus contained in the post-effective amendment will be sent by the Company to each investor whose securities are held in the escrow account within five (5) business days after the effective date of the post-effective amendment; (2) Each investor will have no fewer than twenty (20), and no more than forty-five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor; (3) If the Company does not receive written notification from any investor within 45 forty-five (45) business days following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five (5) business days by first class mail or other equally prompt means; (4) The acquisition(s) will be consummated only if investors having contributed eighty percent (80% %) of the maximum offering proceeds elect to reconfirm their investments; and (5) If a consummated acquisition(s) has not occurred within 18 eighteen (18) months from the date that the Securities and Exchange Commission deems the offering effective as indicated on the prospectus, then Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means.