Common use of Distribution of Escrowed Funds Clause in Contracts

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Funds. (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration Offering, (the "Offering Termination Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $11,300,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's prospectus relating to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. collected funds (c) the "Closing Date"). If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Offering Termination Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Offering Termination Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds, without interest, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute -------------------------------- the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $_________ in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the “Offering Termination Date. The Escrow Agent agrees that it will give a written notice”), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $14,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon ’s prospectus related to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. collected funds (c) the “Closing Date”). If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Offering Termination Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Offering Termination Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds, with interest and without penalty, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the ------------------------------ Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $6,250,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. Foved by the Escrow Agent which have cleared normal banking channels. In all events, the Escrow Agent shall deliver not less than $6,250,000 in collected funds to the Company, except as provided in Paragraphs 3(b) and 3(c) hereof. The Escrow Agent agrees thereafter to continue to accept subscription payments through termination of the offering as described in the Company's Registration Statement and to deliver such collected funds at the direction of the President or the Chairman of the Board of the Company. (db) In lieu of collected funds, the organizers of the Company may pay for subscriptions by assigning to the Company any portion of any obligation of the Company to repay any advances made by such organizers to the Company to fund organizational or other expenses and delivering such assignment to the Escrow Agent to be held hereunder. (c) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, without interest. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Dateexpiration of the Offering, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, described in the form Offering Circular prepared by the Company, stating that as may be extended by the Escrow Release Condition has been satisfied and Company one or more times (the “Closing Date”), (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $5,000,000 in Escrowed Funds that are collected funds, and (ii) the Company. Upon Escrow Agent has received a certificate from the date President or the Chief Executive Officer of any such closingthe Company that all conditions to the release of funds as described in the Offering Circular have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Funds. (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Companyfunds. For purposes of this Agreement, “Collected Fundscollected funds” shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels. Following the satisfaction of the conditions described in (i) and (ii) above, and provided that the Closing Date has not occured, the Escrow Agent shall distribute the subscription Funds received by it to the Company as such Funds become collected funds. (b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Section 2(a), or if the Company terminates the Offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not collected funds as of the Closing Date shall be collected by the Escrow Agent, and together with all related subscription documents thereof, shall then be delivered to the respective subscribers by the Escrow Agent as directed in writing by the Company.

Distribution of Escrowed Funds. The Escrow Agent shall distribute -------------------------------- the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Dateexpiration date of the offering as described in the prospectus, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been metamended, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $7,500,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the “Closing Date. The Escrow Agent agrees that it will give a written notice”), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $20,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon ’s Registration Statement filed with the date Comptroller of any such closingthe Currency pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected collected funds. Funds and interest earned thereon. (c) will not be released without written approval from the Comptroller of the Currency. If any portion portions of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus or offering circular relating to the Expiration offering, (the “Closing Date. The Escrow Agent agrees that it will give a written notice”), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $ in Escrowed Funds, and (ii) the Company. Upon Escrow Agent has received a certificate from the date President or the Chairman of any such closingthe Board of the Company that the company has received preliminary approval from the Florida Office of Financial Regulation and the FDIC to open a bank, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Buyer and the Sellers shall be entitled to receive from the Escrow Agent shall distribute Agent, payments of the Escrowed Funds in the amounts, at the times, following manner and upon the conditions hereinafter set forth in this Agreement.following terms and conditions: (a) The parties acknowledge and agree In the event that the Buyer is entitled to be paid the amount of any closing Loss required to be paid by the Sellers pursuant to either Section 15(b) (other than Section 15(b)(v)), or 15(c) of the Offering is conditioned upon Stock Purchase Agreement or any Litigation Expense with respect thereto required to be paid by the satisfaction Sellers pursuant to either Section 15(b)(vii) or Section 15(c)(ii) of the Stock Purchase Agreement, which Loss or Litigation Expense has not otherwise been paid by or on behalf of the Sellers, the Buyer may give written notice thereof, including the amount to be paid to the Buyer out of the Escrowed Funds, to the Escrow Release Condition Agent (a "Statement") prior to the Termination Date (as defined in Section 9 hereof). Within not more than three (3) Business Days after its receipt thereof, the Escrow Agent shall send a copy of the Statement to the Sellers. If a written objection to such Statement is delivered to the Escrow Agent by or on or before behalf of the Expiration DateSellers within ten (10) Business Days after the date such notice is deemed given to the Sellers under the provisions of Section 10 hereof (the "Objection Notice"), the Escrow Agent shall send to the Buyer a copy thereof within three (3) Business Days after its receipt of the Objection Notice, and the provisions of Section 5(b) relating to a Statement as to which an Objection Notice has been timely delivered shall apply to such Statement; otherwise the Escrow Agent is hereby authorized, empowered and directed to deliver to the Buyer from the Escrowed Funds, an amount equal to the amount set forth in such Statement. (b) If The Escrow Agent shall not make any distribution under this Section 5 with respect to the Company portion of the indemnification claims set forth in a Statement which are the subject of an Objection Notice delivered under Section 5(a) above, but shall reserve in a claims account (the "Claims Account"), the amount of such claims and shall continue to hold such amount in the Claims Account, notwithstanding the expiration of the term of this Escrow Agreement, until the receipt by the Escrow Agent both certify that of either (i) joint written instructions of the Escrow Release Condition has been satisfied on or prior to Buyer and the Expiration Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and Sellers directing the Escrow Agent has made its initial release of escrowed funds to remit the Company amount held with respect to such Statement in accordance with this Agreementsuch written instructions or (ii) a certified copy of a final court order, no longer subject to appeal, which contains a final determination of the entitlement to and the specific amount of the indemnification obligation owed to the securities administrators in those states in which Buyer with respect to such Statement. Upon its receipt of either of the Company has conducted its Offeringabove, as certified to the Escrow Agent by (x) shall disburse to the CompanyBuyer the amount, if any, determined to be due to it in accordance with the terms of such instructions or court order, (y) if all of the outstanding and undischarged Statements are fully reserved in the Claims Accounts established therefor, the excess, if any, of the balance in the discharged Claims Account shall either be returned to the Escrowed Funds general account or, if the Termination Date has passed, distributed to the Sellers, and (z) if all of the outstanding and undischarged Statements are not fully reserved in the Claims Accounts established therefor, then the balance in the discharged Claims Account, if any, shall be applied first to satisfy any deficiencies in the Claims Accounts with respect to such outstanding and undischarged Statements, and the remaining balance, if any, shall either be retained in the Escrowed Funds general account or, if the Termination Date has passed, distributed to the Sellers. Upon In the date event an Objection Notice relates to only a portion of any such closinga Statement, the Escrow Agent shall deliver to the Buyer from the Escrowed Funds related to subscription agreements accepted on that portion of such date Statement which is not subject to the Company to Objection Notice in accordance with the extent such Escrowed Funds are Collected Funds and interest earned thereonprovisions of Section 5(a) hereof. (c) If Promptly after the Termination Date, the Escrow Agent shall deliver to the Sellers and the Buyer a full and complete final period statement with respect to the Escrowed Funds. If, as of the close of business on the Termination Date, all Statements which have been filed with the Escrow Agent prior to the Termination Date have been finally discharged in accordance with the provisions of Section 5(b) hereof, the Escrow Agent shall deliver to the Sellers any remaining Escrowed Funds and shall deliver to the Buyer all interest accrued thereon to the date of such payment. However, if, upon the Termination Date, any Statement remains outstanding and undischarged, the Escrow Agent shall continue to hold both the Claims Account with respect to such outstanding Statements, and if no Claims Account has yet been established with respect to any outstanding Statement, that portion of the Escrowed Funds is not Collected equal to the amount claimed under all Statements then outstanding as to which no Claims Account has yet been established. With respect to the Escrowed Funds as of retained by the initial or any subsequent closing dateEscrow Agent after the Termination Date pursuant to this Section 5(c), then the Escrow Agent shall notify continue to hold the Company and FIG Escrowed Funds in accordance with the provisions of such fact this Agreement and shall distribute such funds make payments to the Company only after such funds become Collected Funds. (d) Buyer and/or the Sellers and discharge Statements as provided in Section 5(b). All checks representing Escrowed Funds which are not Collected Funds as remaining after the discharge of any closing date all Statements, together with all interest accrued thereon, shall be collected by the Escrow Agent and shall be delivered distributed to the Company by Sellers within five (5) Business Days after the Escrow Agent when collected, unless discharge of the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelslast remaining Statement.

Distribution of Escrowed Funds. The (a) Break Escrow – Initial Closing (i) Upon receipt of the Break Escrow Letter (as defined in Section 5(a)(ii) from the Company to the Escrow Agent shall distribute and the Processing Agent by 3:00 P.M. Eastern Time that the Company has raised the Minimum Proceeds, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Processing Agent of the Company’s best efforts at an estimate of the amount of Escrowed Funds in anticipated to be released from the amountsEscrow Account, at the times, Escrow Agent will release such Escrowed Funds that day from the Escrow Account to State Street Bank and upon Trust Company (the conditions hereinafter set forth in this Agreement“Custodian”). (aii) The parties acknowledge and agree that any closing A letter from an officer of the Offering is conditioned upon Company to the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company Processing Agent and the Escrow Agent both certify certifying that the Minimum Proceeds have been timely subscribed shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Release Condition Letter”). The current form of the Break Escrow Letter is attached hereto as Exhibit C. The Break Escrow Letter shall indicate (i) the date on which gross offering proceeds exceeded $2.25 million in Shares (the “Break Escrow Date”) and (ii) the wire amount, in U.S. dollars, which represents the amount of subscriptions determined to be in good and proper order “Good Order Funds”). (iii) If the Escrow Agent has been satisfied not received a Break Escrow Letter on or prior to the Expiration Outside Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, the Escrow Agent shall deliver cause the Escrowed Funds related to subscription agreements accepted on such date be promptly returned to the Company respective subscribers in amounts equal to the extent such Escrowed Funds are Collected Funds subscription amount theretofore paid by each of them, with interest and interest earned thereon. (c) If any portion of without deduction, penalty or expense to the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Processing Agent, the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Funds. (d) All checks representing Escrowed Funds which are not Collected Funds as Managing Dealer of any closing date such return of subscription amounts. The purchase money returned to each subscriber shall be collected by free and clear of any and all claims of the Company, the Processing Agent, the Escrow Agent and shall be delivered to Agent, the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes Soliciting Dealers or any of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelstheir creditors.

Distribution of Escrowed Funds. The Escrow Agent shall distribute -------------------------------- the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $8,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chair of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received $12,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean of all funds received by the Escrow Agent which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that Subject to the last two sentences of this Paragraph 5(a), if at any closing time on or prior to the Anniversary Date, upon receipt by the Escrow Agent of an affidavit or certification from an officer of the Offering is conditioned Company (i) stating that, after excluding all Shares covered by the subscriptions described in the last two sentences of this Paragraph 5(a), 1,403,510, Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $20,000,000 in cleared funds attributable to sales of Shares, and (ii) containing the representations set forth on Exhibit “B” hereto, the Escrow Agent shall deliver all Escrowed Funds to the Company. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the satisfaction written request of an officer of the Company. First, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 1,403,510 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that the Company will not direct the Escrow Release Condition on or before Agent to release such subscriptions from escrow until the Expiration Dateexpiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Second, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of the number of available Shares to be released from escrow as evidenced by the date of execution of such investor’s subscription agreement shall not be included in determining whether the minimum 1,403,510 Shares have been sold. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied Escrowed Funds do not, on or prior to the Expiration Anniversary Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds become deliverable to the Company in accordance with this Agreement, pursuant to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closingsubparagraph (a) above, the Escrow Agent shall deliver return the Escrowed Funds related to subscription agreements accepted on such date to the Company respective subscribers in amounts equal to the extent such Escrowed Funds are Collected Funds subscription amount theretofore paid by each of them, as set forth on a Schedule maintained by the Company or the Managing Dealer and provided to the Escrow Agent, together with interest earned thereon. (c) If any portion of calculated as described in Paragraph 6 below and without deduction, penalty or expense to the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Company and FIG the Managing Dealer of any such fact return of subscription amounts. The money returned to each subscriber shall be free and shall distribute such funds to clear of any and all claims of the Company only after such funds become Collected Fundsor any of its creditors. (dc) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected Upon receipt by the Escrow Agent and shall be delivered to of written notice from the Company by that a Florida investor has properly withdrawn its subscription in accordance with the terms set forth in the Prospectus included in the Registration Statement, the Escrow Agent when collectedshall return the Escrowed Funds of such withdrawing investor, unless as the Escrow Agent is otherwise specifically directed case may be, together with interest calculated as described in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelsParagraph 6 below.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that any closing Subject to the last three sentences of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied Paragraph 5(a), if at any time on or prior to the Expiration Closing Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, an aggregate of 250,000 Shares of the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to have been sold, then upon the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release happening of escrowed funds to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closingevent, the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last two sentences of this Paragraph 5(a), 250,000 Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purpose of this Agreement that such date event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company to the extent such any and all Escrowed Funds are Collected Funds and therein, together with all interest earned thereon, upon the written request of an officer of the Company, except as expressly provided otherwise in the last two sentences. In determining whether the 250,000 share threshold has been attained, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Further, in determining whether the 250,000 share threshold has been attained, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of the number of available Shares to be released from escrow as evidenced by the date of execution of such investor's subscription agreement shall not be included in determining whether the minimum 250,000 Shares have been sold. (cb) If any portion of the Escrowed Funds is not Collected do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as of described in Paragraph 6 below and without deduction, penalty or expense to the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Company and FIG the Managing Dealer of any such fact return of subscription amounts. The purchase money returned to each subscriber shall be free and shall distribute such funds to clear of any and all claims of the Company only after such funds become Collected Fundsor any of its creditors. (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $8,250,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $7,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The (a) Break Escrow – Initial Closing (i) Upon receipt of the Break Escrow Letter (as defined in Section 5(a)(ii) from the Company to the Escrow Agent shall distribute and the Processing Agent by 3:00 P.M. Eastern Time that the Company has raised gross offering proceeds per the Prospectus of at least $2.25 million in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Processing Agent of the Company’s best efforts at an estimate of the amount of Escrowed Funds in anticipated to be released from the amountsEscrow Account, at the times, Escrow Agent will release such Escrowed Funds that day from the Escrow Account to State Street Bank and upon Trust Company (the conditions hereinafter set forth in this Agreement“Custodian”). (aii) The parties acknowledge and agree that any closing A letter from an officer of the Offering is conditioned upon Company to the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company Processing Agent and the Escrow Agent both certify certifying that gross offering proceeds of a minimum of $2.25 million in Shares have been timely subscribed shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”). The current form of the Break Escrow Letter is attached hereto as Exhibit C. The Break Escrow Letter shall indicate (i) the date on which gross offering proceeds exceeded $2.25 million in Shares (the “Break Escrow Date”) and (ii) the wire amount, in U.S. dollars, which represents the amount of subscriptions determined to be in good and proper order “Good Order Funds”). (iii) If the Escrow Release Condition Agent has been satisfied not received a Break Escrow Letter on or prior to the Expiration Outside Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, the Escrow Agent shall deliver cause the Escrowed Funds related to subscription agreements accepted on such date be promptly returned to the Company respective subscribers in amounts equal to the extent such Escrowed Funds are Collected Funds subscription amount theretofore paid by each of them, without interest and interest earned thereon. (c) If any portion of without deduction, penalty or expense to the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Processing Agent, the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Funds. (d) All checks representing Escrowed Funds which are not Collected Funds as Managing Dealer of any closing date such return of subscription amounts. The purchase money returned to each subscriber shall be collected by free and clear of any and all claims of the Company, the Processing Agent, the Escrow Agent and shall be delivered to Agent, the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes Soliciting Dealers or any of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelstheir creditors.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted expiration date of the Offering is described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $6,250,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of finds as described in the Company. Upon 's Registration Statement filed with the date Comptroller of any such closingthe Currency pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected fiends, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Funds. (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Companyfunds. For purposes of this Agreement, “Collected Funds” "collected funds" shall mean all funds received by the Escrow Agent which have cleared normal banking channels. (b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of' such termination. (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not collected funds as of the initial Closing Date shall be collected by the Escrow Agent and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent, unless the Escrow Agent is otherwise specifically directed in writing by the Company.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $5,500,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date Comptroller of any such closingthe Currency pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean of all funds received by the Escrow Agent which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $9,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date Comptroller of any such closingthe Currency pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected collected funds. Funds and interest earned thereon. (c) will not be released without written approval from the Comptroller of the Currency. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The (a) Escrow Agent shall hold the Escrowed Funds until receipt of a written directive (a "Distribution Notice") jointly signed by Seller and Purchaser instructing Escrow Agent to distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Dateaccordance with such Distribution Notice. (b) If Ten (10) Business Days (as defined in Section 7 hereof) after Escrow Agent's receipt of a Distribution Notice from Purchaser (which notice the Company and Purchaser shall give to the Seller at the same time it is given to Escrow Agent) that the Asset Purchase Agreement has been terminated for any reason other than: (i) breach by Purchaser pursuant to Section 13(a)(ii) of the Asset Purchase Agreement, or (ii) failure by Purchaser to obtain the FINOVA Consent pursuant to Section 13(a)(iv) of the Asset Purchase Agreement, then Escrow Agent shall disburse the Escrowed Funds to the Purchaser, unless the Escrow Agent both certify shall have received notice from Seller within such ten (10) Business Days disputing that the Escrow Release Condition Asset Purchase Agreement has been satisfied so terminated. (c) In the event Escrow Agent has not received a Distribution Notice jointly signed by Seller and Purchaser on or prior before March 31, 2000 (and the Escrowed Funds have not otherwise been distributed pursuant to the Expiration Dateclauses (a) or (b) above), provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and then the Escrow Agent has made its initial release shall send a notice to each of escrowed funds to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the Seller and Purchaser on such date of any such closing, the informing them that Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on Purchaser ten (10) Business Days after Escrow Agent's delivery of such date to the Company to the extent notice, and following such Escrowed Funds are Collected Funds and interest earned thereon. ten (c10) If any portion of Business Days Escrow Agent shall so deliver the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the unless Escrow Agent shall notify have received a notice from the Company and FIG Seller within such ten (10) Business Days disputing that the Asset Purchase Agreement was terminated pursuant to Section 13(a)(iii) of such fact and shall distribute such funds to the Company only after such funds become Collected FundsAsset Purchase Agreement. (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the ------------------------------ Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $5,100,000.00 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds Closing Date (as defined below) may not be counted in determining whether the Escrow Release Condition has been met), the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial received a certificate from the President or the Chairman of the Board of the Company that all conditions to the release of escrowed funds as described in the Company’s Registration Statement filed with the Securities and Exchange Commission pertaining to the Company in accordance with this Agreementlimited public offering have been met, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, the “Closing Date” shall mean ____________, 2008, or, upon written notice to the Escrow Agent, such later date as determined by the Company. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute ------------------------------ the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $ in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chair of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds Closing Date (as defined below) may not be counted in determining whether the Escrow Release Condition has been met), the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial received a certificate from the President or the Chairman of the Board of the Company that all conditions to the release of escrowed funds as described in the Company’s Registration Statement filed with the Securities and Exchange Commission pertaining to the Company in accordance with this Agreementlimited public offering have been met, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, the “Closing Date” shall mean ____________, 2012, or, upon written notice to the Escrow Agent, such later date as determined by the Company. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that Subject to the last two sentences of this Paragraph 5(a), if at any closing time on or prior to the Anniversary Date, upon receipt by the Escrow Agent of an affidavit or certification from an officer of the Offering is conditioned Company (i) stating that, after excluding all Shares covered by the subscriptions described in the last two sentences of this Paragraph 5(a), 842,106, Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $12,000,000 in cleared funds attributable to sales of Shares, and (ii) containing the representations set forth on Exhibit “B” hereto, the Escrow Agent shall deliver all Escrowed Funds to the Company. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the satisfaction written request of an officer of the Company. First, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 842,106 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that the Company will not direct the Escrow Release Condition on or before Agent to release such subscriptions from escrow until the Expiration Dateexpiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Second, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of the number of available Shares to be released from escrow as evidenced by the date of execution of such investor’s subscription agreement shall not be included in determining whether the minimum 842,106 Shares have been sold. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied Escrowed Funds do not, on or prior to the Expiration Anniversary Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds become deliverable to the Company in accordance with this Agreement, pursuant to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closingsubparagraph (a) above, the Escrow Agent shall deliver return the Escrowed Funds related to subscription agreements accepted on such date to the Company respective subscribers in amounts equal to the extent such Escrowed Funds are Collected Funds subscription amount theretofore paid by each of them, as set forth on a Schedule maintained by the Company or the Managing Dealer and provided to the Escrow Agent, together with interest earned thereon. (c) If any portion of calculated as described in Paragraph 6 below and without deduction, penalty or expense to the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Company and FIG the Managing Dealer of any such fact return of subscription amounts. The money returned to each subscriber shall be free and shall distribute such funds to clear of any and all claims of the Company only after such funds become Collected Fundsor any of its creditors. (dc) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected Upon receipt by the Escrow Agent and shall be delivered to of written notice from the Company by that a Florida investor has properly withdrawn its subscription in accordance with the terms set forth in the Prospectus included in the Registration Statement, the Escrow Agent when collectedshall return the Escrowed Funds of such withdrawing investor, unless as the Escrow Agent is otherwise specifically directed case may be, together with interest calculated as described in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelsParagraph 6 below.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the ------------------------------ Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior offering circular relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $10,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's offering circular pertaining to the date of any such closingpublic offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent has received at least $6,100,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds, including preliminary approvals by the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the Federal Reserve Bank, as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent has received $15,000,000 in Escrowed Funds, less the amount certified by the Company to have been received by it as subscriptions from organizers (which do not have to be placed in escrow), and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the “Offering Termination Date. The Escrow Agent agrees that it will give a written notice”), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $13,200,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon ’s prospectus related to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. collected funds (c) the “Closing Date”). If any portion of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Offering Termination Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Offering Termination Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds, without interest, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $11,000,000 in Escrowed Funds, and (ii) the Company. Upon Escrow Agent has received a certificate from the date President or the Chairman of any such closingthe Board of the Company that all regulatory approvals required to open the proposed banking subsidiary of the Company Bank have been obtained, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the “Closing Date. The Escrow Agent agrees that it will give a written notice”), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $31,250,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon ’s prospectus related to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected collected funds. Funds and interest earned thereon. (c) will not be released without written approval from the Office of the Comptroller of the Currency. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, “collected funds” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the “Termination Notice”), the Escrow Agent shall return the Escrowed Funds, without interest, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $8,500,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that Subject to the last two sentences of this Paragraph 5(a), if at any closing time on or prior to the Anniversary Date, upon receipt by the Escrow Agent of an affidavit or certification from an officer of the Offering is conditioned Company (i) stating that, after excluding all Shares covered by the subscriptions described in the last two sentences of this Paragraph 5(a), 842,106, Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $12,000,000 in cleared funds attributable to sales of Shares, and (ii) containing the representations set forth on Exhibit “B” hereto, the Escrow Agent shall deliver all Escrowed Funds to the Company. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the satisfaction written request of an officer of the Company. First, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 842,106 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that the Company will not direct the Escrow Release Condition on or before Agent to release such subscriptions from escrow until the Expiration Dateexpiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Second, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of the number of available Shares to be released from escrow as evidenced by the date of execution of such investor’s subscription agreement shall not be included in determining whether the minimum 842,106 Shares have been sold. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied Escrowed Funds do not, on or prior to the Expiration Anniversary Date, provided that any Escrow Funds which are not Collected Funds (as defined below) may not be counted in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds become deliverable to the Company in accordance with this Agreement, pursuant to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closingsubparagraph (a) above, the Escrow Agent shall deliver return the Escrowed Funds related to subscription agreements accepted on such date to the Company respective subscribers in amounts equal to the extent such Escrowed Funds are Collected Funds subscription amount theretofore paid by each of them, as set forth on a Schedule maintained by the Company or the Managing Dealers and provided to the Escrow Agent, together with interest earned thereon. (c) If any portion of calculated as described in Paragraph 6 below and without deduction, penalty or expense to the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing date, then the subscriber. The Escrow Agent shall notify the Company and FIG the Managing Dealers of any such fact return of subscription amounts. The money returned to each subscriber shall be free and shall distribute such funds to clear of any and all claims of the Company only after such funds become Collected Fundsor any of its creditors. (dc) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected Upon receipt by the Escrow Agent and shall be delivered to of written notice from the Company by that a Florida investor has properly withdrawn its subscription in accordance with the terms set forth in the Prospectus included in the Registration Statement, the Escrow Agent when collectedshall return the Escrowed Funds of such withdrawing investor, unless as the Escrow Agent is otherwise specifically directed case may be, together with interest calculated as described in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channelsParagraph 6 below.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering, (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $1,000,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Note"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the Initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration Offering, (the "Offering Termination Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $7,500,000 in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's prospectus relating to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. collected funds (c) the "Closing Date"). If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Offering Termination Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Offering Termination Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds, without interest, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration offering (the "Closing Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreementwriting that the Escrow Agent has received $6,000,000 in Escrowed Funds, which amount shall specifically include, to the securities administrators in those states in which extent current and former organizers of the Company has conducted its agree, all amounts such organizers have or will loan to the Company during the organization process and this Offering, as certified to which will be converted into common stock of the Company at $10.00 per share and (ii) the Escrow Agent by has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's Registration Statement filed with the date of any such closingSecurities and Exchange Commission pertaining to the public offering have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. (c) collected funds. If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean of all funds received by the Escrow Agent which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Closing Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) The parties acknowledge and agree that If at any closing of the Offering is conditioned upon the satisfaction of the Escrow Release Condition on or before the Expiration Date. (b) If the Company and the Escrow Agent both certify that the Escrow Release Condition has been satisfied time on or prior to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (expiration date of the offering as defined below) may not be counted described in determining whether the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior prospectus relating to the Expiration Offering, (the "Offering Termination Date. The Escrow Agent agrees that it will give a written notice"), in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and (i) the Escrow Agent has made its initial release of escrowed funds certified to the Company in accordance with this Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to writing that the Escrow Agent by has received at least $ in Escrowed Funds, and (ii) the Escrow Agent has received a certificate from the President or the Chairman of the Board of the Company that all other conditions to the release of funds as described in the Company. Upon 's prospectus relating to the date of any such closingOffering as filed with the Securities and Exchange Commission have been met, then the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company to the extent such Escrowed Funds are Collected Funds and interest earned thereon. collected funds (c) the "Closing Date"). If any portion of the Escrowed Funds is are not Collected Funds as of the initial or any subsequent closing datecollected funds, then the Escrow Agent shall notify the Company and FIG of such fact facts and shall distribute such funds to the Company only after such funds become Collected Fundscollected funds. For purposes of this Agreement, "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels. (db) If the Escrowed Funds do not, on or prior to the Offering Termination Date, become deliverable to the Company based on failure to meet the conditions described in Paragraph 3(a), or if the Company terminates the offering at any time prior to the Offering Termination Date and delivers written notice to the Escrow Agent of such termination (the "Termination Notice"), the Escrow Agent shall return the Escrowed Funds, without interest, which are collected funds as directed in writing by the Company to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them. All uncleared checks representing Escrowed Funds which are not Collected Funds collected funds as of any closing date the initial Closing Date shall be collected by the Escrow Agent Agent, and together with all related subscription documents thereof shall be delivered to the Company by the Escrow Agent when collectedAgent, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.

Distribution of Escrowed Funds. The (a) Prior to the Escrow Termination Date, in the event that the Escrow Agent shall is required to distribute any part of the Escrowed Funds to the Buyer, the Escrow Agent will make payments to Buyer with the balance, if any, to be held in the amountsIndemnity Escrow Account or the Working Capital Escrow Account, at as applicable. If payments are required to be delivered to the timesStockholders on or after the Escrow Termination Date, and upon then Escrow Agent will make such payments to the conditions hereinafter Stockholders in the proportions set forth in this Agreement. (a) The parties acknowledge and agree that any closing of the Offering is conditioned upon the satisfaction of on Schedule I attached hereto. Payments shall be made by the Escrow Release Condition on Agent by wire or before by issuance of a check delivered by first class or overnight mail to Buyer or the Expiration DateStockholders’ Representative, as the case may be. (b) If In the Company and the Escrow Agent both certify event that the Escrow Release Condition has been satisfied on or prior amounts are owed to the Expiration Date, provided that any Escrow Funds which are not Collected Funds (as defined belowBuyer pursuant to Section 3.03(b) may not be counted in determining whether of the Escrow Release Condition has been met, the Company may conduct an initial closing and subsequent thereto may conduct additional closings prior to the Expiration Date. The Escrow Agent agrees that it will give a written notice, in the form prepared by the Company, stating that the Escrow Release Condition has been satisfied and the Escrow Agent has made its initial release of escrowed funds to the Company in accordance with this Merger Agreement, to the securities administrators in those states in which the Company has conducted its Offering, as certified to the Escrow Agent by the Company. Upon the date of any such closing, the Escrow Agent shall deliver the Escrowed Funds related to subscription agreements accepted on such date to the Company Buyer the requisite amount from the Working Capital Escrowed Funds. After delivery of such amounts, any remaining funds in the Working Capital Escrow Account shall be promptly delivered to the extent such Stockholders in the proportions set forth on Schedule I attached hereto. In the event that the Working Capital Escrowed Funds are Collected insufficient to pay to Buyer the requisite amounts, then Buyer may obtain such deficiency from the Stockholders’ Representative, and the Stockholders shall be jointly and severally liable for any amounts due to Buyer from the Stockholder Representative. The Stockholders’ Representative shall not be entitled to submit a Contesting Direction pursuant to Section 4.2 of this Agreement in connection with the amounts paid under this Section 4.6(b), it being understood that any dispute resolution related to a Buyer Direction delivered under this Section 4.6(b) shall be governed by Sections 11.02(g) and 14.17 of the Merger Agreement. Any distributions of the Working Capital Escrowed Funds and interest earned thereonshall be in the proportions set forth on Schedule I attached hereto. (c) If any portion Notwithstanding anything foregoing to the contrary, on the first anniversary of the Escrowed Funds is not Collected Funds as of the initial or any subsequent closing dateClosing Date, then the Escrow Agent shall notify disburse Six Hundred Twenty Five Thousand Dollars ($625,000) from the Company and FIG of such fact and shall distribute such funds Indemnity Escrow Account minus Good Faith Damages Estimate (as defined in the Merger Agreement) to the Company only after Stockholders in the proportions set forth on Schedule I attached hereto less any amounts included on any Buyer Direction received hereunder prior to such funds become Collected Fundsdate, including a Buyer Direction in accordance with Section 4.1 or 4.6(b). (d) All checks representing Escrowed Funds which are not Collected Funds as of any closing date shall be collected by the Escrow Agent and shall be delivered to the Company by the Escrow Agent when collected, unless the Escrow Agent is otherwise specifically directed in writing by the Company. For purposes of this Agreement, “Collected Funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels.