Common use of Distribution of Escrowed Funds Clause in Contracts

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject to the third sentence of this Section 5(b), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a) above, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors. (d) The Escrow Account shall be closed upon distributions of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such Payments.

Distribution of Escrowed Funds. (a) If Purchaser fails to make a Claim on or prior to the Claim Expiration Time in accordance with Section 5 hereof or if any and all Claims have been resolved and paid at such time, then as promptly as practicable thereafter (and in no event later than ten (10) Business Days following the Claim Expiration Time), the Escrow Agent shall deliver the Escrowed Shares with all other Escrowed Funds relating to such Escrowed Shares to the Holders pro rata in accordance with their respective ownership of Escrowed Shares at the time of such distribution. (b) If Purchaser timely makes a Claim or Claims as to which there has been no Final Instruction by the expiration of the Claim Expiration Time, the Escrow Agent promptly shall, at the Claim Expiration Time, (i) multiply the aggregate Damage Amount of all such Claims by 110% (including 110% of the Damage Amount of the ADCO Claim (if any) less the sum of the aggregate ADCO Undeposited Differences and the fair value determined as provided in clause (iii) of this paragraph of all ADCO Accounts) (the "reserve"), (ii) for each General Account, multiply the reserve by the Respective Percentage applicable to the General Account (those opposite Holder names under the caption "Stockholders" being applicable to Initial Shares Accounts and those opposite Holder names under the captions "Optionees" and "Retained Shares" being applicable to Deposited Contingent Share Accounts), (iii) determine the fair value (which for each share of Purchaser Common Stock shall be deemed to be the Average Disbursement Share Price) at the Claim Expiration Time of each Holder's Account(s), and (iv) distribute to each Holder the amount of any excess in his General Account(s) over the reserve applicable to such General Account(s). (c) Upon receipt of a written notice from the Company Final Instruction with respect to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow AccountADCO Claim, the Escrow Agent will release that day from promptly shall, on the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent date of such noticereceipt, (i) multiply the final Damage Amount for such ADCO Claim by the applicable Respective Percentage(s) (as more particularly described in clause (b) (ii) above), all Escrowed Funds therein (ii) determine in accordance with Section 8 the fair value on such date of release is referred each Holder's ADCO Account(s), (iii) distribute to each Holder the amount of any excess of the amount(s) determined in this Agreement as (ii) over the “Initial Closing Date”amount(s) determined in (i), and (iv) distribute the balance of property held in the ADCO Accounts to Purchaser. Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject If any portion of the Damages Amount relating to the third sentence ADCO Claim shall remain unsatisfied as a result of this Section 5(bADCO Undeposited Differences in respect of Optionees and/or Holdings (an "ADCO shortfall"), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a) above, the Escrow Agent shall calculate and deliver (x) determine the amount thereof, up to the Transfer Agent sum of all ADCO Undeposited Differences, (y) calculate the aggregate Investment Earnings ADCO Shortfall Responsibility of each Holder with an ADCO Undeposited Difference, and (as defined in Section 6 belowz) on notify Purchaser and such Holders of its determination. For each Holder with an ADCO Shortfall Responsibility, Purchaser shall thereupon reduce the Escrowed Funds for the purpose number of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate shares of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy Purchaser Common Stock issuable upon exercise of such pro-rata calculations to Holder's Restated Options or Put Right or Redemption Right, as the Escrow Agentcase may be, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid shares determined by each of them, together with their respective Investment Earnings (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors. (d) The Escrow Account shall be closed upon distributions of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such Payments.the

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject to the third sentence of this Section 5(b), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a) above, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors. (d) The Escrow Account shall be closed upon distributions of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned sent to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such PaymentsCompany.

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day (as defined herein) following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject to the third sentence of this Section 5(b), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a) above, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (dSection 4(c) below. (cb) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Processing Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Company orthe Escrow Agent or any of their creditors. (dc) The Escrow Account shall be closed upon distributions distribution of the Escrowed Funds under the foregoing provisions of this Section 54; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned sent to Boston Financial Data Services, Inc. as the Transfer Agent transfer agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such PaymentsCompany.

Distribution of Escrowed Funds. The Escrow Agent is directed to hold and distribute the Escrowed Funds in the following manner: (a) On the date the Acquisition is consummated, the Company and Oasis shall deliver a written notice to the Escrow Agent, duly executed by an authorized signatory for the Company and Oasis, notifying the Escrow Agent that the Company and Oasis have executed documentation in connection with the issuance of the Debenture. Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Accountsuch notice, the Escrow Agent will release that day from the Escrow Account applicable portion of the Oasis Deposit to the Company via wire transfer, and return the balance of the Oasis Deposit, plus any applicable accrued interest or other income, to Oasis via wire transfer, or as otherwise set forth in the written notice, within two (or otherwise will release within one 2) Business Day following Days after receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject In the event Acquisition Candidate either (i) executes a definitive purchase or acquisition agreement with a party other than the Company or (ii) affirmatively rejects the Company's offer to acquire Acquisition Candidate, whichever shall occur first, the Company and Oasis shall deliver a written notice to the third sentence Escrow Agent, duly executed by an authorized signatory for the Company and Oasis, notifying the Escrow Agent that the Acquisition, and corresponding issuance of this Section 5(b)the Debenture, on has been terminated. Upon receipt of such notice, the Initial Closing DateEscrow Agent will return the Oasis Deposit, plus any applicable accrued interest or other income, to Oasis via wire transfer, or as otherwise set forth in addition the written notice, within two (2) Business Days after receipt of such notice. (c) In the event the Acquisition is not consummated by July 31, 2005 (with certification thereof provided to the transfer of Escrowed Funds to the Company under Escrow Agent in accordance with Section 5(a4(a) above), the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall thereupon immediately return the Escrowed Funds Oasis Deposit, plus any applicable accrued interest or other income, to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings Oasis via wire transfer within two (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors2) Business Days. (d) The Escrow Account Agent shall be closed upon distributions return the Oasis Deposit, plus any applicable accrued interest to other income, to Oasis within three (3) Business Days if so requested by Oasis, if at any time and for any reason Oasis, in its sole discretion, is not satisfied with the results of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit its due diligence review of the Company and and/or the Transfer Agent shall have the ability to debit the Escrow Account for such PaymentsAcquisition Candidate.

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b4(b) below. (b) Subject to the third sentence of this Section 5(b4(b), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a4(a) above, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 5 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 5 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (as defined in Section 6 5 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors. (d) The Escrow Account shall be closed upon distributions of Escrowed Funds under the foregoing provisions of this Section 54; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned sent to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such PaymentsCompany.

Distribution of Escrowed Funds. The Escrow Agent is directed to hold and distribute the Escrowed Funds in the following manner: (a) On the date the Acquisition is consummated, the Company and CCM shall deliver a written notice to the Escrow Agent, duly executed by an authorized signatory for the Company and CCM, notifying the Escrow Agent that the Company and CCM have executed documentation in connection with the issuance of the Debenture. Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Accountsuch notice, the Escrow Agent will release that day from the Escrow Account applicable portion of the CCM Deposit to the Company via wire transfer, and return the balance of the CCM Deposit, plus any applicable accrued interest or other income, to CCM via wire transfer, or as otherwise set forth in the written notice, within two (or otherwise will release within one 2) Business Day following Days after receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject In the event Acquisition Candidate either (i) executes a definitive purchase or acquisition agreement with a party other than the Company or (ii) affirmatively rejects the Company's offer to acquire Acquisition Candidate, whichever shall occur first, the Company and CCM shall deliver a written notice to the third sentence Escrow Agent, duly executed by an authorized signatory for the Company and CCM, notifying the Escrow Agent that the Acquisition, and corresponding issuance of this Section 5(b)the Debenture, on has been terminated. Upon receipt of such notice, the Initial Closing DateEscrow Agent will return the CCM Deposit, plus any applicable accrued interest or other income, to CCM via wire transfer, or as otherwise set forth in addition the written notice, within two (2) Business Days after receipt of such notice. (c) In the event the Acquisition is not consummated by July 31, 2005 (with certification thereof provided to the transfer of Escrowed Funds to the Company under Escrow Agent in accordance with Section 5(a4(a) above), the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic means. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall thereupon immediately return the Escrowed Funds CCM Deposit, plus any applicable accrued interest or other income, to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings CCM via wire transfer within two (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors2) Business Days. (d) The Escrow Account Agent shall be closed upon distributions return the CCM Deposit, plus any applicable accrued interest to other income, to CCM within three (3) Business Days if so requested by CCM, if at any time and for any reason CCM, in its sole discretion, is not satisfied with the results of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit its due diligence review of the Company and and/or the Transfer Agent shall have the ability to debit the Escrow Account for such PaymentsAcquisition Candidate.

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the The Escrow Agent and shall distribute the Transfer Agent by 3:00 P.M. Eastern Time that Escrowed Funds in the Company has subscriptions for amounts, at least $2,000,000 in Sharesthe times, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to conditions hereinafter set forth in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) belowAgreement. (ba) Subject to the third sentence last three sentences of this Section 5(bParagraph 5(a), if at any time on or prior to the Initial Closing Anniversary Date, in addition to an aggregate of 1,403,510 Shares have been sold, then upon the transfer happening of Escrowed Funds to the Company under Section 5(a) abovesuch event, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic meansCompany. An affidavit or certification from an officer of the Company to stating that, after excluding all Shares covered by the Transfer Agent and subscriptions described in the Escrow Agent stating that at least $2,000,000 in last three 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, shall constitute sufficient evidence for the purpose purposes of this Agreement that such event has occurred (occurred. Thereafter, the “Subscription Affidavit”). The current form 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 written request of an officer of the Company, except as expressly provided otherwise in the next three sentences. First, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit Agreement relating to such Shares on behalf of the investor, shall indicate not be included in determining whether the minimum 1,403,510 Shares have been sold for a period of ten (i10) days from the date on which at least an aggregate written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of $2,000,000 in Shares were sold a period fifteen (15) days from the “Break Escrow Date”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) and business days prior to the determination under this subparagraph (iia) of the actual total number of available Shares sold 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 Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) belowminimum 1,403,510 Shares have been sold. (cb) If the Escrow Agent has not received a Subscription Affidavit Escrowed Funds do not, on or prior to the Outside Anniversary Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (interest calculated as defined described in Section Paragraph 6 below), below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent Company and the Company Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent Company or any of their its creditors. (dc) The Escrow Account Agent shall be closed upon distributions of return to any Florida investor who properly withdraws his subscription in accordance with the terms set forth in the Prospectus included in the Registration Statement the Escrowed Funds under of such withdrawing investor, as the foregoing provisions of this Section 5; providedcase may be, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such Paymentstogether with interest calculated as described in Paragraph 6 below.

Distribution of Escrowed Funds. (a) Upon receipt of a written notice from the Company to the Escrow Agent and the Transfer Agent by 3:00 P.M. Eastern Time that the Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Transfer Agent of the Company’s best efforts at an estimate of the amount of funds anticipated to be released from the Escrow Account, the Escrow Agent will release that day from the Escrow Account to the Company (or otherwise will release within one Business Day following receipt by Escrow Agent and Transfer Agent of such notice), all Escrowed Funds therein (such date of release is referred to in this Agreement as the “Initial Closing Date”). Accrued and unpaid interest on such Escrowed Funds shall be paid pursuant to Section 5(b) below. (b) Subject to the third sentence of this Section 5(b), on the Initial Closing Date, in addition to the transfer of Escrowed Funds to the Company under Section 5(a) above, the Escrow Agent shall calculate and deliver to the Transfer Agent the aggregate Investment Earnings (as defined in Section 6 below) on the Escrowed Funds for the purpose of the Transfer Agent distributing such amount to the subscribers whose monies were held in the Escrow Account prior to the time the Company sold an aggregate of at least $2,000,000 in Shares in accordance with Section 6 below. The Transfer Agent shall calculate and deliver to each subscriber such subscriber’s pro-rata share of the Investment Earnings pursuant to Section 6 below and provide a copy of such pro-rata calculations to the Escrow Agent, in writing or by electronic meansbelow. An affidavit or certification from an officer of the Company to the Transfer Agent and the Escrow Agent stating that at least $2,000,000 in Shares have been timely sold, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Subscription Affidavit”). The current form of the Subscription Affidavit is attached hereto as Exhibit C. The Subscription Affidavit shall indicate (i) the date on which at least an aggregate of $2,000,000 in Shares were sold (the “Break Escrow Date”) and (ii) the actual total number of Shares sold as of the Break Escrow Date. After receipt of the Subscription Affidavit, applied interest earned on Escrowed Funds shall be the property of the Company from and after the Break Escrow Date. The Escrow Account shall be closed after the Initial Closing Date pursuant to subsection (d) below. (c) If the Escrow Agent has not received a Subscription Affidavit on or prior to the Outside Date, the Escrow Agent shall return the Escrowed Funds to the Transfer Agent for further delivery to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with their respective Investment Earnings (as defined in Section 6 below), without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Transfer Agent and the Company of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company, the Transfer Agent or the Escrow Agent or any of their creditors. (d) The Escrow Account shall be closed upon distributions of Escrowed Funds under the foregoing provisions of this Section 5; provided, however, any Payments deposited into the Escrow Account after the Break Escrow Date shall be promptly returned to the Transfer Agent for the benefit of the Company and the Transfer Agent shall have the ability to debit the Escrow Account for such Payments.