Common use of Distribution of Escrow Deposit Clause in Contracts

Distribution of Escrow Deposit. (a) The Escrow Agent shall not be obligated to disburse to any party any part of the Escrow Deposit until it has received notice and certification two (2) days before an Offering Closing Date (as defined herein) (“Notice”) by the Issuer and the Placement Agent that shall contain a list of the: (i) Subscribers who have tendered their Subscription Agreements, all related documentation, and their deposit checks or wire transfer, who have been, will be, or are being duly admitted as investors in the Issuer; and/or (ii) Subscribers whose subscriptions for Units have been rejected, canceled, or withdrawn. (b) Upon receipt of such Notice, the Escrow Agent shall be prepared on the Offering Closing Date to disburse all or a portion, as the case may be, of the Escrow Deposit as follows: (i) All Escrow Deposits received from subscribers whom the Issuer and Placement Agent have indicated by the Notice have been, are being, or will be duly admitted as stockholders and warrant holders of the Issuer, shall, by wire transfer, be disbursed 90% to the Issuer and 10% to the Placement Agent; and (ii) All Escrow Deposits received from Subscribers who have been rejected or who have canceled or withdrawn their subscriptions for Units, as set forth in the Notice, shall be disbursed directly to such Subscribers at the addresses set forth in their Subscription Agreement. Each Notice shall specify the exact amounts to be disbursed to the Issuer and to the Placement Agent and shall provide necessary wire instructions. (c) The Issuer and the Placement Agent may give the Notice described in Paragraph 4(a) above one or more times.

Distribution of Escrow Deposit. (aA) The Escrow Agent shall not be obligated to disburse to any party any part of the Escrow Deposit until it has received notice in writing and certification two (2) days before an Offering Closing Date (as defined herein) (“"Notice”") by the Issuer and the Placement Agent that shall contain a list of the: (i) Subscribers who have tendered their Subscription Agreements, all related documentation, and their deposit checks or wire transfer, who have been, will be, or are being duly admitted as investors in the Issuer; and/or (ii) Subscribers whose subscriptions for Units have been rejected, canceled, or withdrawn. (bB) Upon receipt of such Notice, the Escrow Agent shall be prepared on the Offering Closing Date to disburse all or a portion, as the case may be, of the Escrow Deposit as follows: : (i) All Escrow Deposits received from subscribers Subscribers whom the Issuer and Placement Agent have indicated by the Notice have been, are being, or will be duly admitted as stockholders and warrant holders of the Issuer, shall, by wire transfer, be disbursed 9092% to the Issuer and 108% to the Placement Agent; and (ii) All Escrow Deposits received from Subscribers who have been rejected or who have canceled or withdrawn their subscriptions for Units, as set forth in the Notice, shall be disbursed directly to such Subscribers by check at the addresses set forth in their Subscription Agreement. Each Notice shall specify the exact amounts to be disbursed to the Issuer and to the Placement Agent and shall provide the following necessary wire instructions.: ISSUER: [BANK] Marc Pharmaceuticals, Inc IPO Account ABA # - Account # - PLACEMENT AGENT: [BANK] ABA #_______________________ For credit to: Wien Securities Corp. Account #891001034 (cC) The Issuer and the Placement Agent may give the Notice described in Paragraph 4(a3(a) above one or more times.

Distribution of Escrow Deposit. (a) The With respect to Escrow Claims pending as of the Distribution Date, Parent and the Stockholder Representative shall use their reasonable efforts to agree in writing on the Reimbursement Amount with respect to any such pending Escrow Claims; provided, that if Parent and the Stockholder Representative are unable to agree on the Reimbursement Amount with respect to such Escrow Claims by the Distribution Date, the Reimbursement Amount for purposes of the calculations in the following sentences of this Section shall be the amount claimed by Parent in good faith in its Notice of Reimbursement Obligation, plus an estimate of the Stockholder Representative's maximum legal and other expenses made by the Stockholder Representative in good faith as communicated to the Escrow Agent shall not be obligated to disburse to any party any part in writing. Upon determination of the Reimbursement Amounts related to pending Escrow Deposit until it has received notice and certification two Claims in accordance with the preceding sentence (2) days before an Offering Closing Date (as defined herein) (“Notice”) by the Issuer and the Placement Agent that shall contain a list of the: (i) Subscribers who have tendered their Subscription Agreements, all related documentation, and their deposit checks or wire transfer, who have been, will be, or are being duly admitted as investors in the Issuer; and/or (ii) Subscribers whose subscriptions for Units have been rejected, canceled, or withdrawn. (b) Upon receipt of such Notice"Pending Claim Amount"), the Escrow Agent shall (i) promptly distribute to the Stockholders, in accordance with their respective Percentage Interests, the Escrow Deposit, less the Pending Claim Amount (the "Undisputed Escrow Deposit"), and (ii) retain in escrow the Pending Claim Amount (the "Disputed Escrow Deposit"). For purposes of Section 1.5 hereof, the Disputed Escrow Deposit shall be prepared allocated among the InterCall Fund, the ITC Non-Operations Fund and the ITC Operations Fund in accordance with the written agreement of Parent and the Stockholder Representative in accordance with the terms of the Merger Agreement; provided, that if Parent and the Stockholder Representative are unable to agree on the Offering Closing Date allocation between these funds, the allocation shall be made in accordance with the Notice of Reimbursement Obligation. Except for accrued earnings that are being retained as part of the Disputed Escrow Deposit to disburse cover fees and expenses of the Stockholder Representative, all or a portion, as accrued earnings from the case may be, investment of the Escrow Deposit less any amount previously distributed as follows: (i) All Escrow Deposits received from subscribers whom the Issuer and Placement Agent have indicated by the Notice have been, are being, or will a Tax Distribution shall be duly admitted as stockholders and warrant holders of the Issuer, shall, by wire transfer, be disbursed 90% distributed to the Issuer and 10% to Stockholders on the Placement Agent; and (ii) All Escrow Deposits received from Subscribers who have been rejected or who have canceled or withdrawn Distribution Date in accordance with their subscriptions for Units, as set forth in the Notice, shall be disbursed directly to such Subscribers at the addresses set forth in their Subscription Agreement. Each Notice shall specify the exact amounts to be disbursed to the Issuer and to the Placement Agent and shall provide necessary wire instructionsrespective Percentage Interests. (c) The Issuer and the Placement Agent may give the Notice described in Paragraph 4(a) above one or more times.

Distribution of Escrow Deposit. (a) The Escrow Agent shall not be obligated to disburse to any party any part of the Escrow Deposit until it has received notice in writing and certification two (2) days before an Offering Closing Date (as defined herein) (“"Notice”") by the Issuer and the Placement Agent that shall contain a list of the: (i) Subscribers who have tendered their Subscription Agreements, all related documentation, and their deposit checks or wire transfer, who have been, will be, or are being duly admitted as investors in the Issuer; and/or (ii) Subscribers whose subscriptions for Units have been rejected, canceled, or withdrawn. (b) Upon receipt of such Notice, the Escrow Agent shall be prepared on the Offering Closing Date to disburse all or a portion, as the case may be, of the Escrow Deposit as follows: : (i) All Escrow Deposits received from subscribers Subscribers whom the Issuer and Placement Agent have indicated by the Notice have been, are being, or will be duly admitted as stockholders and warrant holders of the Issuer, shall, by wire transfer, be disbursed 90% to the Issuer and 10% to the Placement Agent; and (ii) All Escrow Deposits received from Subscribers who have been rejected or who have canceled or withdrawn their subscriptions for Units, as set forth in the Notice, shall be disbursed directly to such Subscribers by check at the addresses set forth in their Subscription Agreement. Each Notice shall specify the exact amounts to be disbursed to the Issuer and to the Placement Agent and shall provide the following necessary wire instructions.: Issuer: [Bank] ABA For further credit to: SearchHelp, Inc. IPO Account Acct # -------------------- Placement Agent: Chase Bank ABA 021000021 For credit to: Robert M. Cohen & Co., Inc. Acct #891001034 (c) The Issuer and the Placement Agent may give the Notice described in Paragraph 4(a3(a) above one or more times.