Common use of Disbursement from the Escrow Account Clause in Contracts

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (A) The Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (a) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (b) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (B) Funds held in the Escrow Account may be released to the Company and securities maybe delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company as agent for the Selling Shareholders and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, provided that the Company filed a post-effective amendment that: (i) Discloses discloses the information specified by the SB_2 Form SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the Form SB-2 and applicable rules and regulations; (ii) Discloses discloses the results of the initial offering, including but not limited to: (aA) The the gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (bB) The the specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (B) Funds held in the Escrow Account may be released to the Company and securities maybe delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.amounts

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company Issuer and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the CompanyIssuer, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company Issuer and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, provided that the Company Issuer filed a post-effective amendment that: (i) Discloses discloses the information specified by the SB_2 Form SB-2 registration statement form and Industry Guides, including financial statements of the Company Issuer and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the Form SB-2 and applicable rules and regulations; (ii) Discloses discloses the results of the initial offering, including but not limited to: (aA) The the gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the CompanyIssuer, and amounts remaining in the Escrow Account; and (bB) The the specific amount, use and application of funds disbursed to the Company Issuer to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company Issuer satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities Securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company Issuer in writing that the purchaser elects to remain an investor. If the Company Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1a)(1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds Proceeds shall be returned by first class mail or equally prompt means to the purchaser purchasers within five business days following that date. (Bb) Funds held in the Escrow Account may be released to the Company Issuer and securities maybe Securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, provided that the Company filed a post-effective amendment that: (i) Discloses discloses the information specified by the SB_2 Form SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the Form SB-2 and applicable rules and regulations; (ii) Discloses discloses the results of the initial offering, including but not limited to: (aA) The the gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (bB) The the specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities Securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser purchasers within five business days following that date. (Bb) Funds held in the Escrow Account may be released to the Company and securities maybe Securities may be delivered to the purchaser or other registered holder identified on the deposited securities Securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 3.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (A) The Escrow Agent has received a signed representation from the Company, together with an opinion of counsel counsel, that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, expenses and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the Form SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including including, but not limited to: (a) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, Company and amounts remaining in the Escrow Account; and (b) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders stockholders or affiliates, either directly or indirectly indirectly, specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities Securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1a)(1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (B) Funds held in the Escrow Account may be released to the Company and securities maybe Securities may be delivered to the purchaser or other registered holder identified on the deposited securities Securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 3.2 In the event that that, at the close of regular banking hours on the Termination Date Date. less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer Company of its distribution of the Deposited Proceeds. 4.3 3.3 In the event that that, at any time up to the close of banking hours on the Termination Date Date, all of the Shares have been sold, the Escrow Agent shall notify the Issuer Company of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 3.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 43, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel counsel, that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an An agreement(s) has been executed for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the , (2) The Company has filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 SB-2 registration statement form and Industry Guides, including financial statements of the Company and of the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (aA) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (bB) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly indirectly, specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement.; (23) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (B) Funds held in the Escrow Account may be released to the Company and securities maybe delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.the

Disbursement from the Escrow Account. 4.1 4.1. The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations;: (ii) Discloses the results of the initial offering, including but not limited to: (aA) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (bB) The specific amount, use and application of funds disbursed to the Company to do date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto;: (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days;: (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within with five business days following that date. (Bb) Funds held in the Escrow Account may be released to the Company and securities maybe may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii4.1(a) (1) (iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 3.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (A) The after the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel counsel, to the effect that the following events have already occurred and the following requirements have already been met: (1A) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, expenses and dealer allowances, if any, the Company filed a post-effective amendment that: (i1) Discloses the information specified by the SB_2 SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the Form SB-2 and applicable rules and regulations; (ii2) Discloses the results of the initial offering, including including, but not limited to: (a) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, Company and amounts remaining in the Escrow Account; and (b) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders stockholders or affiliates, either directly or indirectly indirectly, specifying the amounts and purposes of such payments; and (iii3) Discloses the following terms of the offering as described pursuant to Section 4 of this Escrow Agreementoffering: . (2) The terms of the offering provided, and the Company satisfied, the following conditions: (ia) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities Securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (iib) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iiic) The acquisition(s) meeting the criteria set forth in paragraph (a) (1a)(1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (ivd) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (B) Funds held in the Escrow Account may be released to the Company and securities maybe delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company Issuer and the Securities Shares delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The Escrow Agent has received a signed representation from the CompanyIssuer, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(esbusiness (es) or assets that will constitute the business (or a line of business) of the Company Issuer and for which the fair value of the business(esbusiness (es) or net assets to be acquired represents at least 80 eighty percent (80%) of the maximum offering Offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company Issuer filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 registration statement SB-2 Registration Statement form and Industry Guides, including financial statements of the Company Issuer and the company or business with which it plans to merge or acquire (the "Target CompanyTargeted Business"), and pro forma financial information required by the SB-2 Registration Statement and applicable rules and regulations; (ii) Discloses the results of the initial offeringOffering, including but not limited to: (aA) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the CompanyIssuer, and amounts remaining in the Escrow Account; and (bB) The specific amount, use and application of funds disbursed to the Company Issuer to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering Offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering Offering provided, and the Company Issuer satisfied, the following conditions: (i) Within five (5) business days after the effective date of the post-effective amendment(s)) to the Registration Statement, the Company Issuer shall send by first class mail or other equally prompt means, to each purchaser of securities Shares held in escrow/trust, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to the Registration Statement to notify the Company Issuer in writing that the purchaser elects to remain an investor. If the Company Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five (5) business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1a)(1) of this Section 4 4.1 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section Section has not occurred by a date 18 eighteen (18) months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five (5) business days following that date. (Bb) Funds held in the Escrow Account may be released to the Company Issuer and securities maybe Shares may be delivered to the purchaser or other registered holder identified on the deposited securities Deposited Securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iiiparagraph (a)(1) of this Escrow AgreementSection 4. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser of Shares the amount of payment received from such prospective purchaser held in Escrow without escrow/trust with interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds. 4.5 Notwithstanding any other provisions of this Section 4, in no event will Deposited Proceeds be released to the Issuer until the State Administrators have entered an order authorizing the release of Deposited Proceeds. Such order will be entered only five (5) business days after receipt by the State Administrators of an application that includes the following: (a) A verified statement duly executed by the Escrow Agent setting forth the total amount in collected funds on deposit in the Escrow Account on the Termination Date and states therein that all of the conditions of this Agreement have been met. (b) A verified statement duly executed by the Issuer which states: (i) That all required proceeds from the sale of Shares have been placed in the Escrow Account in accordance with the terms and conditions of this Agreement and that there have been no material omissions or changes in the financial condition of the Issuer, or other changes of circumstances, that would render the amount of the proceeds inadequate to finance the Issuer's proposed plan of operations, business or enterprise; (ii) That the required proceeds are represented by unconditional subscription agreements which are not loans and are not subject to rescission or rejection by the Issuer or the purchasers of Shares; (iii) That there have been no material omissions or changes that would render the representations contained in the Registration Statement to be fraudulent, false or misleading; and (iv) Such other information as the State Administrators may require.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (Aa) The the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel counsel, that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an An agreement(s) has been executed for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the , (2) The Company has filed a post-effective amendment that: (i) Discloses the information specified by the SB_2 SB-2 registration statement form and Industry Guides, including financial statements of the Company and of the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (aA) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (bB) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly indirectly, specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement.; (23) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds Proceeds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date.; and (Bb) Funds held in the Escrow Account may be released to the Company and securities maybe delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an An acquisition(s) has been consummated meeting the requirements set forth in Section 4.1(a)(1)(iii4.1(a)(2)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all the minimum offering of the 1,000,000 Shares have been soldsold (the "Minimum Offering"), the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Minimum Offering or more Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.