CLOSING ESCROW AGREEMENT
Exhibit 99.3
This
Agreement, dated as of November 2, 2009 (this “Agreement”), is
entered into by and among Biostar Pharmaceuticals, Inc., a Maryland corporation
(the “Company”), Xxxxxx
Partners LP, Xxxxxxxx Xxxxx Xxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx Xxxxxx, Xxxxxx
Xxxxx, Golden1177 LP, RossPlan LP, JBWA2 LP, XxxXxxxxxx0000 XX, XXXX0 XX,
Xxxxxxx0000 LP, SBMT2 LP, Tibero2 LP, and Kaufman2 LP (collectively, the “Purchasers” and
individually, the “Purchaser”), and
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (the “Escrow
Agent”). The Company and the Purchasers shall collectively be
referred to as the “Escrowing Parties”.
The principal address of each party hereto is set forth on Exhibit
A.
WITNESSETH:
WHEREAS, Purchasers and the
Company have entered into that certain securities purchase agreement dated on
even date herewith (the “Purchase Agreement”)
whereby the Company has agreed to sell and Purchasers have agreed to purchase
) up to an aggregate of
2,060,000 shares of Series B Convertible Preferred Stock, par value $0.001 per
share (“Series B
Preferred Stock”), with each share of Series B Preferred Stock being
initially convertible into one (1) share of the common stock, par value $0.001
per share, of the Company (the “Common Stock”) and
(ii) attached common stock purchase warrants (the “Warrants”) to
purchase up to 500,000 shares of Common Stock at $3.00 per share (the
Series B Preferred Stock and the Warrants shall collectively be referred to as
the “Securities”) for a
total consideration of $3,605,000 (“Purchase
Price”);
WHEREAS, Purchasers and The
Company desire to deposit the Purchase Price received by the Company from the
Purchasers in the sale transaction under the Purchase Agreement (the “Escrowed Funds”) with
the Escrow Agent, to be held and disbursed by the Escrow Agent pursuant to this
Agreement and the Purchase Agreement; and
WHEREAS, Escrow Agent is
willing to hold the Escrowed Funds in escrow subject to the terms and conditions
of this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby agree as follows:
Unless
otherwise defined, all terms used herein shall bear the same meaning as set
forth in the Stock Purchase Agreement.
1. Appointment of Escrow
Agent. Each Purchaser and the Company hereby appoint Escrow
Agent as escrow agent in accordance with the terms and conditions set forth
herein and the Escrow Agent hereby accepts such appointment.
2. Delivery of the Escrowed
Funds.
a. The
Purchasers will deliver or cause to be delivered the Escrowed Funds to the
Escrow Agent as follows:
Bank:
Address:
ABA
No.:
SWIFT:
Account:
Account
No.:
Reference:
b. The
Escrowed Funds shall be forwarded to the Escrow Agent by wire transfer, together
with the written account of purchase (the “Purchase”) in the
form attached hereto as Exhibit B (the “Purchaser
Information”). The Escrowed Funds to be wired shall be wired
to the account set forth in Section 2(a) above and the Purchase shall be faxed
or emailed to the Escrow Agent in accordance with the information provided on
Exhibit
A.
c. Simultaneously
with each deposit, each Purchaser shall provide the Escrow Agent with the
Purchaser Information, including the name, address and taxpayer identification
number of each Purchaser and of the aggregate principal amount of Securities
purchased by the Purchaser.
d. In the
event a wire transfer is received by the Escrow Agent and the Escrow Agent has
not received Purchaser Information, the Escrow Agent shall notify the
Purchaser. If the Escrow Agent does not receive the Purchaser
Information by such Purchaser prior to close of business on the fifth (5th)
business day (days other than a Saturday or Sunday or other day on which the
Escrow Agent is not open for business in the State of New York) after notifying
the Purchaser of receipt of said wire, the Escrow Agent shall return the funds
to the Purchaser.
3. Escrow Agent to Hold and
Disburse Escrowed Funds. The Escrow Agent will hold and
disburse the Escrowed Funds received by it pursuant to the terms of this
Agreement, as follows:
a. At such
time that the Purchase Price is deposited and upon receipt of instructions from
the Company in substantially the form of Exhibit C hereto,
following the consummation of the sale transaction, the Escrow Agent shall
release an aggregate of Fifty One Thousand Five Hundred Dollars ($51,500) (the
“Initial Disbursements”) of the Escrowed Funds in the manner specified in Exhibit C. In the
event that the Purchase Price is not deposited, the Escrow Agent shall continue
to hold the Escrowed Funds, pending receipt of instructions from the
Company.
b. Following
the release of the Initial Disbursements, the balance of the Escrowed Funds
shall remain in the Escrow Account and shall only be released by the Escrow
Agent upon the Escrow Agent’s receipt of written notice from the Company, in the
form of Exhibit
D hereto for the payment of legal, auditing, and investor relations
expenses incurred by the Company.
c. In the
event this Agreement, the Escrowed Funds, or the Escrow Agent becomes the
subject of litigation, or if the Escrow Agent shall desire to do so for any
other reason, the Company and each of the Purchasers authorize the Escrow Agent,
at its option, to deposit the Escrowed Funds with the clerk of the court in
which the litigation is pending, or a court of competent jurisdiction if no
litigation is pending, and thereupon the Escrow Agent shall be fully relieved
and discharged of any further responsibility with regard thereto. The Company
and each of the Purchasers further authorize the Escrow Agent, if it receives
conflicting claims to any of the Escrowed Funds, is threatened with litigation
or if the Escrow Agent shall desire to do so for any other reason, to interplead
all interested parties in any court of competent jurisdiction and to deposit the
Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall
be fully relieved and discharged of any further responsibility hereunder to the
parties from which they were received.
d. If the
sale transaction contemplated by the Purchase Agreement is not consummated
within 10 business days of the date of this Escrow Agreement, the Escrow Agent
will send the Escrowed Funds back to Purchasers, in full.
4. Exculpation and
Indemnification of Escrow Agent.
a. The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein. The Escrow Agent shall have no duty to enforce any
obligation of any person to make any payment or delivery, or to direct or cause
any payment or delivery to be made, or to enforce any obligation of any person
to perform any other act. The Escrow Agent shall be under no
liability to the other parties hereto or anyone else, by reason of any failure,
on the part of any party hereto or any maker, guarantor, endorser or other
signatory of a document or any other person, to perform such person’s
obligations under any such document. Except for amendments to this
Agreement referenced below, and except for written instructions given to the
Escrow Agent by the Company relating to the Escrowed Funds, the Escrow Agent
shall not be obligated to recognize any agreement between or among any of the
Escrowing Parties, notwithstanding that references hereto may be made herein and
whether or not it has knowledge thereof.
b. The Escrow
Agent shall not be liable to the Company or Purchasers or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report, or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained), which is
believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be
bound by any of the terms thereof, unless evidenced by written notice delivered
to the Escrow Agent signed by the proper party or parties and, if the duties or
rights of the Escrow Agent are affected, unless it shall give its prior written
consent thereto.
c. The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the
form, or of the execution, validity, value or genuineness of, any document or
property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable to the
Company or Purchasers or to anyone else in any respect on account of the
identity, authority or rights, of the person executing or delivering or
purporting to execute or deliver any document or property or this Agreement. The
Escrow Agent shall have no responsibility with respect to the use or application
of the Escrowed Funds pursuant to the provisions hereof.
d. The
Escrow Agent shall have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does not
exist or has not occurred, without incurring liability to the Company or
Purchasers or to anyone else for any action taken or omitted to be taken or
omitted, in good faith and in the exercise of its own best judgment, in reliance
upon such assumption.
e. To the
extent that the Escrow Agent becomes liable for the payment of taxes, including
withholding taxes, in respect of income derived from the investment of the
Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
such amount as the Escrow Agent estimates to be sufficient to provide for the
payment of such taxes not yet paid, and may use the sum withheld for that
purpose. The Escrow Agent shall be indemnified and held harmless
against any liability for taxes and for any penalties in respect of taxes, on
such investment income or payments in the manner provided in Section
4(f).
f. The
Escrow Agent will be indemnified and held harmless by the Escrowing Parties from
and against all expenses, including all counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or proceedings
involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, except for claims relating to gross
negligence by Escrow Agent or breach of this Agreement by the Escrow Agent, or
the monies or other property held by it hereunder. Promptly after the
receipt of the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect
thereof is to be made against the Company or any of the Purchasers, notify each
of them thereof in writing, but the failure by the Escrow Agent to give such
notice shall not relieve any such party from any liability which such party may
have to the Escrow Agent hereunder. Notwithstanding any obligation to
make payments and deliveries hereunder, the Escrow Agent may retain and hold for
such time as it deems necessary such amount of monies or property as it shall,
from time to time, in its sole discretion, seem sufficient to indemnify itself
for any such loss or expense and for any amounts due it under Section
7.
g. For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating or
defending against any such claim, demand, action, suit or
proceeding.
5. Termination of Agreement and
Resignation of Escrow Agent
a. This
Agreement shall terminate upon disbursement of all of the Escrowed Funds,
provided that the rights of the Escrow Agent and the obligations of the Company
and the Purchasers under Section 4 shall survive the termination
hereof.
b. The
Escrow Agent may resign at any time and be discharged from its duties as Escrow
Agent hereunder by giving the Company and the Purchasers at least five (5)
business days written notice thereof (the “Notice
Period”). As soon as practicable after its resignation, the
Escrow Agent shall, if it receives notice from the Escrowing Parties within the
Notice Period, turn over to a successor escrow agent appointed by the Purchaser
all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain
pursuant to Section 7) upon presentation of the document appointing the new
escrow agent and its acceptance thereof. If no new agent is so
appointed within the Notice Period, the Escrow Agent shall return the Escrowed
Funds to the parties from which they were received without interest or
deduction.
6. Form of Payments by Escrow
Agent
a. Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of this
Agreement shall be made by wire transfer unless directed to be made by check by
the Escrowing Parties.
b. All
amounts referred to herein are expressed in United States Dollars and all
payments by the Escrow Agent shall be made in such dollars.
7. Compensation. Escrow
Agent shall be entitled to the following compensation from the Escrowing
Parties:
a. Fees: The
Escrowing Parties shall pay a fee of $500 to the Escrow Agent at the Closing for
the Initial Disbursements and upon each Subsequent Disbursement made pursuant to
this Escrow Agreement.
b. Interest: The
Escrowed Funds shall be held in a non-interest bearing escrow
account.
8. Notices. All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii) if
mailed certified or registered mail return receipt requested, two (2) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or (iv)
if delivered by facsimile transmission, on the business day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after
that time, on the next succeeding business day (as evidenced by the printed
confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no
notice was given (in accordance with this Section 8), or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as
evidenced by a sworn affidavit of the sender). All such notices,
demands, consents, requests, instructions and other communications will be sent
to addresses or facsimile numbers as applicable set forth on Exhibit A
hereto.
9. Further
Assurances. From time to time on and after the date hereof, the
Company and each of the Purchasers, if applicable, shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do and cause to be done such further acts as the Escrow Agent shall reasonably
request (it being understood that the Escrow Agent shall have no obligation to
make any such request) to carry out more effectively the provisions and purposes
of this Agreement, to evidence compliance herewith or to assure itself that it
is protected in acting hereunder.
10. Consent to Service of
Process. The Company and each Purchaser hereby irrevocably
consents to the jurisdiction of the courts of the State of New York and of any
Federal court located in such state in connection with any action, suit or
proceedings arising out of or relating to this Agreement or any action taken or
omitted hereunder, and waives personal service of any summons, complaint or
other process and agrees that the service thereof may be made by certified or
registered mail directed to it at the address listed on Exhibit A
hereto.
11. Miscellaneous.
a. This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing such instrument to be
drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar
terms, as used in this Agreement, refer to the Escrow Agreement in its entirety
and not only to the particular portion of this Agreement where the term is
used. The word “person” shall mean any natural person, partnership,
corporation, government and any other form of business of legal
entity. All words or terms used in this Agreement, regardless of the
number or gender in which they were used, shall be deemed to include any other
number and any other gender as the context may require. This
Agreement shall not be admissible in evidence to construe the provisions of any
prior agreement.
b. This
Agreement and the rights and obligations hereunder of the Company and Purchasers
may not be assigned. This Agreement and the rights and obligations
hereunder of the Escrow Agent may be assigned by the Escrow Agent, with the
prior consent of the Escrowing Parties. This Agreement shall be
binding upon and inure to the benefit of each party’s respective successors,
heirs and permitted assigns. No other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement may not be changed orally
or modified, amended or supplemented without an express written agreement
executed by the Escrow Agent, the Company, and the Purchasers. This Agreement is
intended to be for the sole benefit of the parties hereto and their respective
successors, heirs and permitted assigns, and none of the provisions of this
Agreement are intended to be, nor shall they be construed to be, for the benefit
of any third person.
c. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party. The headings in this Agreement are
for purposes of reference only and shall not limit or otherwise affect any of
the terms thereof.
12. Execution of Counterparts.
This Agreement may be executed in a number of counterparts, by facsimile,
each of which shall be deemed to be an original as of those whose signature
appears thereon, and all of which shall together constitute one and the same
instrument. This Agreement shall become binding when one or more of
the counterparts hereof, individually or taken together, are signed by all the
parties.
[SIGNATURE
PAGE TO ESCROW AGREEMENT]
IN
WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of
date first written above.
By:/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Chief Executive Officer
SICHENZIA
XXXX XXXXXXXX XXXXXXX LLP
By:/s/ Xxxx
Xxxx
Name:
Xxxx Xxxx
Title:
Partner
PURCHASERS:
Xxxxxx
Partners L.P.
By:
Xxxxxx Capital Advisors LLC, its General Partner
By: /s/ Xxxxxx Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx Xxxxxx
Title:
Managing Member
/s/ Xxxxxxxx Xxxxx
Xxx
Xxxxxxxx
Xxxxx Xxx
/s/ Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx
_/s/ Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
XWRT2
LP
By: /s/ Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title: General
Partner
SBMT2
LP
By:
Xxxxxxx Xxxx Family Trust FBO Xxxxxxx Xxxx, its General Partner
By: /s/ Xxxxxxx
Xxxx
Name: Xxxxxxx
Xxxx
Title:
Trustee
Godfrey2468
LP
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title:
General Partner
LeeMadison9189
LP
BY: Xxxxxx
X. Xxxxx and Xxxxx X. Xxxxx Living Trust, its General Partner
By: /s/ Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title:
Manager
RossPlan
LP
By:
Santee River Pension Plan, its General Partner
By: /s/ Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title:
Manager
Golden1177
LP
By:
Golden Properties Ltd., its General Partner
By: /s/ Xxxx
Xxx
Name: Xxxx
Xxx
Title:
Manager
JBWA2
LP
By: /s/ C. Xxxxx
Xxxxxx
Name: C.
Xxxxx Xxxxxx
Title:
General Partner
TIBERO2
LP
By: /s/ Xxx
Xxxxxxxx
Name: Xxx
Xxxxxxxx
Title:
General Partner
KAUFMAN2
LP
By: /s/ Xxxxxx
Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
General Partner
EXHIBIT
A
PARTIES
TO AGREEMENT
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx Xxxxxxxxx, Esq.
Tel No.:
(000) 000-0000
Fax No.:
(000) 000-0000
Company
Xx. 000
Xxxxx Xxxxxx, Xxxxxxxxx Xxxx,
Xxxxxxx
Xxxxxxxx, The People’s Republic of China
Tel. No.:
(00) 000-00000000
Purchasers
Name of Purchaser: Xxxxxx
Partners LP
Address:
000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx Xxxxxx, Chairman & CEO
Tel:
(000) 000-0000
Email:
xxx@xxxxxxxxxxxxxx.xxx
Name
of Purchaser: Xxxxxx Xxxxxx Xxxxxx
Address:
00 Xxxxxxx Xxxx Xxxxx, Xxxx 00/00
Tel:
(000) 000-0000
Email:
xxx@xxxxxxxxxxxxxx.xxx
Name
of Purchaser: Xxxxxxxx Xxxxx Xxx
Address:
Xxxx 000, Xxxx 00, 000 Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx,
Xxxxx 000000
Tel:
000-000-000000
Email:
xxx@xxxxxxxxxxxxxx.xxx
Name
of Purchaser: Xxxx Xxxxxxxxx
Address:
0 Xxxxxxxx Xxxxxxx, Xxxxxx 0, Xxxxxxx
Tel: (000)-00000000
Email: xxx@xxxxxxxxxxxxxx.xxx
Name
of Purchaser: Xxxxxx Xxxxx
Address:
00 Xxxxxxxxx Xxxx #0000, Xxxxxxxx, XX 00000
Tel: (000)
000-0000
Email:
Xxxxxxxxxx@xxx.xxx
Name of Purchaser: XWRT2 LP
Address:
000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxxx
Tel:
000-000-0000
Email:
xxxxxxx@xxxxxxxxx.xxx
Name
of Purchaser: SBMT2 LP
Address:
000 X. Xxxxx Xxxxxx Xxxxxxx, XX 00000
Attention:
Xxxxxxx Xxxx
Tel: 000-000-0000
Email:
xxxxxxxxxxx@xxxxx.xxx
Name of Purchaser: Godfrey2468
LP
Address:
000 Xxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000
Attention:
Xxxxx Xxxxxxx
Tel: 000-000-0000
x 00
Email:
xxxxxxx000@xxxxxxx.xxx
Name of Purchaser:
LeeMadison9189 LP
Address:
0000 Xxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxx
Tel: 000-000-0000
Email:
xxx@xxxxxxxxxxxx.xxx
Name of Purchaser: RossPlan
LP
Address:
000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000
Attention:
Xxxx Xxxxxxxx
Tel: 000-000-0000
Email:
xxxxxxxx@xxx.xxx
Name
of Purchaser: Golden1177 LP
Address:
#000-0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
Attention:
Xxxx Xxxx
Tel:
(000) 000-0000
Email:
xxxx@xxxxxxxxxxxxxxxx.xx
Name
of Purchaser: JBWA2 LP
Address:
000 Xxxxxxxx Xxx XX, Xxxxx #0000, Xxxxxxxx, XX 00000
Attention:
C. Xxxxx Xxxxxx
Tel:
(000) 000-0000
Email:
xxxxxxxxxxx@xxx.xxx
Name
of Purchaser: TIBERO2 LP
Address:
00 Xxxxxxxxx Xxx, Xxxxxxxxx Xxxxxxxxx XX000XX Xxxxxxx
Attention:
Xxx Xxxxxxxx
Tel:000-000-0000
Email:
xxxxxxxxxxx00@xxxxxxxxxx.xxx
Name
of Purchaser: KAUFMAN2 LP
Address:
000 X. 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx
Tel:
(000) 000-0000
Email:
Xxxxxx.x.xxxxxxx@xxxxx.xxx
EXHIBIT
B
PURCHASER
INFORMATION
|
Name
of Purchaser
|
||
|
Address
of Purchaser
|
||
|
Amount
of Securities Purchased (US$)
|
||
|
Purchase
Amount Submitted Herewith
|
||
|
Taxpayer
ID Number/
Social
Security Number
|
EXHIBIT
C
DISBURSEMENT
REQUEST
Pursuant
to that certain Escrow Agreement dated effective as of November 2, 2009, among
Xxxxxx Partners L.P., Xxxxxxxx Xxxxx Xxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx Xxxxxx,
Xxxxxx Xxxxx, Golden 1177 LP, XWRT2 LP, SBMT2 LP, Godfrey2468 LP, LeeMadison9189
LP, RossPlan LP, JBWA2 LP, TIBERO2 LP, KAUFMAN2 LP and Sichenzia Xxxx Xxxxxxxx
Xxxxxxx LLP, as escrow agent, Biostar Pharmaceuticals, Inc., hereby requests
disbursement of funds in the amount and manner described below from account
number —,
styled Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP Attorney Escrow Account.
| Please disburse to: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Amount to disburse: | $ | |
| Form of distribution: | By wire | |
| Payee: | ||
| Name: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Wire to: Citibank New York, NY | ||
| A/C of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | ||
| A/C #: | ||
| ABA#: | ||
| SWIFT Code: | ||
| Please disburse to: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Amount to disburse: | $ | |
| Form of distribution: | By wire | |
| Payee: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Wire to: Citibank New York, NY | ||
| A/C of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | ||
| A/C #: | ||
| ABA#: | ||
| SWIFT Code: | ||
| Please disburse to: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Amount to disburse: | $ | |
| Form of distribution: | By wire | |
| Payee: | Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | |
| Wire to: Citibank New York, NY | ||
| A/C of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | ||
| A/C #: | ||
| ABA#: | ||
| SWIFT Code: |
Please
disburse
to: Xxxxxx
Partners L.P.
Amount to
disburse: $
Form of
distribution: By
wire
Payee:
Name:
Address:
City/State:
Zip:
Account
Name:
Account
Number:
ABA
Number:
Date: _________________________ By: __________________________
Name:
Title:
EXHIBIT
D
DISBURSEMENT
REQUEST
Pursuant
to that certain Escrow Agreement dated effective as of November 2, 2009, among
Xxxxxx Partners L.P., Xxxxxxxx Xxxxx Xxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx Xxxxxx,
Xxxxxx Xxxxx, Golden 1177 LP, XWRT2 LP, SBMT2 LP, Godfrey2468 LP, LeeMadison9189
LP, RossPlan LP, JBWA2 LP, TIBERO2 LP, KAUFMAN2 LP and Sichenzia Xxxx Xxxxxxxx
Xxxxxxx LLP, as escrow agent, Biostar Pharmaceuticals, Inc., hereby requests
disbursement of funds in the amount and manner described below from account
number —,
styled Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP Attorney Escrow Account.
Please
disburse
to: ________________________________
Amount to
disburse: ________________________________
Form of
distribution:
________________________________
Payee:
Name: ________________________________
Address: ________________________________
City/State:
________________________________
Zip: ________________________________
Please
disburse
to: ________________________________
Amount to
disburse: ________________________________
Form of
distribution: ________________________________
Payee:
Name:
________________________________
Address: ________________________________
City/State:
________________________________
Zip: ________________________________
Date: _________________________ By: _________________________
Name:
Title:
