EXHIBIT 10.43
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
November 18, 2004 by and between COLMENA CORP., a Delaware corporation (the
"Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the
date hereof (also referred to as the "Investor(s)"), and XXXXXX AND XXXXXX, LLP,
as Escrow Agent hereunder (the "Escrow Agent").
BACKGROUND
WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the "Convertible Debentures") which shall be convertible into the
Company's Common Stock, par value US $..01 per share (the "Common Stock"), at a
price per share equal to the Purchase Price, as that term is defined in the
Securities Purchase Agreement. The Securities Purchase Agreement provides that
the Investor(s) shall deposit the purchase amount in a segregated escrow account
to be held by Escrow Agent in order to effectuate a disbursement to the Company
at a closing to be held as set forth in the Securities Purchase Agreement (the
"Closing").
WHEREAS, the Company intends to sell Convertible Securities (the
"Offering").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the
funds deposited with it in accordance with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:
10. DEFINITIONS. The following terms shall have the following meanings when used
herein:
(a) "Escrow Funds" shall mean the funds deposited with Escrow Agent
pursuant to this Agreement.
(b) "Escrow Period" shall begin with the commencement of the Offering
and shall terminate upon the earlier to occur of the following dates:
(i) The date upon which Escrow Agent confirms that it has
received in the Escrow Account all of the proceeds of the sale of the
Convertible Debentures, the conditions precedent to release the funds
have been satisfied and Escrow Agent is able to fund the Company and
disburse the Convertible Securities to the Investors; or
(ii) The expiration of forty five (45) days from the date of
the Closing (unless extended by mutual written agreement between the
Company and the Investor(s) with a copy of such extension to Escrow
Agent); or
(iii) The date upon which a determination is made by the
Company and the Investor(s) to terminate the Offering prior to the sale
of all the Convertible Debentures.
During the Escrow Period, the Company and the Investor(s) are aware
that they are not entitled to any funds received into escrow and no amounts
deposited in the Escrow Account shall become the property of the Company or the
Investor(s) or any other entity, or be subject to the debts of the Company or
the Investor(s) or any other entity.
11. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Investor(s) and the
Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow
Agent hereby accepts such appointment and, upon receipt by wire transfer of the
Escrow Funds in accordance with Section 3 below, agrees to hold, invest and
disburse the Escrow Funds in accordance with this Agreement.
(a) The Company hereby acknowledges that the Escrow Agent is counsel to
the Investor(s) in connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising in
connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.
12. CREATION OF ESCROW FUNDS. On or prior to the date of the commencement of the
Offering, the parties shall establish an escrow account with the Escrow Agent,
which escrow account shall be entitled as follows: Colmena Corp./ Investor
Escrow Account for the deposit of the Escrow Funds. The Investor(s) will
instruct subscribers to wire funds to the account of the Escrow Agent as
follows:
BANK: Wachovia, N.A.
ROUTING #: 000000000
ACCOUNT #: 2000012857964
NAME ON ACCOUNT: Xxxxxx & Jaclin, LLP- Corporate Trust
NAME ON SUB-ACCOUNT: Colmena Corp./ Investor Escrow Account
13. DEPOSITS INTO THE ESCROW ACCOUNT. The Investor(s) agrees that they shall
promptly deliver funds for the payment of the Convertible Debentures to Escrow
Agent for deposit in the Escrow Account.
14. DISBURSEMENTS FROM THE ESCROW ACCOUNT.
(a) The Escrow Agent will continue to hold such funds until the Company
executes written notification that all Conditions Precedent to fund have been
fulfilled and formally request all funds held in Escrow be disbursed. The Escrow
Agent, as counsel for Investor, then has three (3) business days to confirm that
all Conditions Precedent to Close or fund have been fulfilled In disbursing such
funds, Escrow Agent is authorized to rely upon such Written Direction from the
Company and may accept any signatory from the Company listed on the signature
page to this Agreement .
(b) In the event Escrow Agent does not receive the amount of the Escrow
Funds from the Investor(s), Escrow Agent shall notify the Company and the
Investor(s). Upon receipt of payment instructions from the Company, Escrow Agent
shall refund to each subscriber without interest the amount received from each
Investor(s), without deduction, penalty, or expense to the subscriber. The
purchase money returned to each subscriber shall be free and clear of any and
all claims of the Company, the Investor(s) or any of their creditors.
(c) In the event Escrow Agent does receive the amount of the Escrow
Funds prior to expiration of the Escrow Period, in no event will the Escrow
Funds be released to the Company until such amount is received by Escrow Agent
in collected funds. For purposes of this Agreement, the term "collected funds"
shall mean all funds received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.
15. COLLECTION PROCEDURE. Escrow Agent is hereby authorized to deposit the
proceeds of each wire in the Escrow Account.
16. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT. If at any time, there
shall exist any dispute between the Company and the Investor(s) with respect to
holding or disposition of any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent's sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent's proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:
(a) suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Escrow Agreement
until such dispute or uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall be appointed (as the case
may be); provided however, Escrow Agent shall continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or
(b) petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue convenient
to Escrow Agent, for instructions with respect to such dispute or uncertainty,
and to the extent required by law, pay into such court, for holding and
disposition in accordance with the instructions of such court, all funds held by
it
in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and
expenses (including court costs and attorneys' fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with performance of its
duties and the exercise of its rights hereunder.
(c) Escrow Agent shall have no liability to the Company, the
Investor(s), or any person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.
17. INVESTMENT OF ESCROW FUNDS. Escrow Agent shall deposit the Escrow Funds in a
non-interest bearing account.
If Escrow Agent has not received Written Direction at any time that an
investment decision must be made, Escrow Agent shall maintain the Escrow Funds,
or such portion thereof, as to which no Written Direction has been received, in
a non-interest bearing account.
18. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign from the
performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Investor(s) and the Company identified in
Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow
Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
US$10,000,000.00. Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.
19. LIABILITY OF ESCROW AGENT.
(a) Escrow Agent shall have no liability or obligation with respect to
the Escrow Funds except for Escrow Agent's willful misconduct or gross
negligence. Escrow Agent's sole responsibility shall be for the safekeeping,
investment, and disbursement of the Escrow Funds in
accordance with the terms of this Agreement. Escrow Agent shall have no implied
duties or obligations and shall not be charged with knowledge or notice or any
fact or circumstance not specifically set forth herein. Escrow Agent may rely
upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event shall Escrow
Agent be liable for incidental, indirect, special, and consequential or punitive
damages. Escrow Agent shall not be obligated to take any legal action or
commence any proceeding in connection with the Escrow Funds, any account in
which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or
to appear in, prosecute or defend any such legal action or proceeding. Escrow
Agent may consult legal counsel selected by it in any event of any dispute or
question as to construction of any of the provisions hereof or of any other
agreement or its duties hereunder, or relating to any dispute involving any
party hereto, and shall incur no liability and shall be fully indemnified from
any liability whatsoever in acting in accordance with the opinion or
instructions of such counsel. The Company and the Investor(s) jointly and
severally shall promptly pay, upon demand, the reasonable fees and expenses of
any such counsel.
(b) Escrow Agent is hereby authorized, in its sole discretion, to
comply with orders issued or process entered by any court with respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the matter. If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it, without
the need for appeal or other action; and if Escrow Agent complies with any such
order, writ, judgment or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
20. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date of
this Agreement, the parties jointly and severally, shall, to the fullest extent
permitted by law and to the extent provided herein, indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorney's fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to this
Agreement, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transaction contemplated herein, whether or not any such
Indemnified
Party is a party to any such action or proceeding, suit or the target of any
such inquiry or investigation; provided, however, that no Indemnified Party
shall have the right to be indemnified hereunder for liability finally
determined by a court of competent jurisdiction, subject to no further appeal,
to have resulted from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company and the Investor(s) hereunder in writing, and the Investor(s) and the
Company shall assume the defense thereof, including the employment of counsel
and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor(s) and/or the Company shall be required to pay such fees and expense if
(a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such
action or proceeding or shall fail, in the sole discretion of such Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company are the plaintiff
in any such action or proceeding or (d) the named or potential parties to any
such action or proceeding (including any potentially impleaded parties) include
both the Indemnified Party, the Company and/or the Investor(s) and the
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Investor(s). The Investor(s) and the
Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor(s) pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.
The parties agree that neither payment by the Company or the
Investor(s) of any claim by Escrow Agent for indemnification hereunder shall
impair, limit, modify, or affect, as between the Investor(s) and the Company,
the respective rights and obligations of Investor(s), on the one hand, and the
Company, on the other hand.
21. EXPENSES OF ESCROW AGENT. Except as set forth in Section 11 the Company
shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like. All of the compensation and reimbursement obligations set
forth in this Section shall be payable by the Company, upon demand by Escrow
Agent. The obligations of the Company under this Section shall survive any
termination of this Agreement and the resignation or removal of Escrow Agent.
22. WARRANTIES.
(a) The Investor(s) makes the following representations and warranties
to Escrow Agent:
(i) The Investor(s) has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary
action of the Investor(s), including any necessary approval of the
limited partner of the Investor(s) or necessary corporate approval, as
applicable, has been executed by duly authorized officers of the
Investor(s), enforceable in accordance with its terms.
(iii) The execution, delivery, and performance of the
Investor(s) of this Agreement will not violate, conflict with, or cause
a default under any agreement of limited partnership of Investor(s) or
the certificate of incorporation or bylaws of the Investor(s) (as
applicable), any applicable law or regulation, any court order or
administrative ruling or degree to which the Investor(s) is a party or
any of its property is subject, or any agreement, contract, indenture,
or other binding arrangement.
(iv) No party other than the parties hereto and the
Investor(s)s have, or shall have, any lien, claim or security interest
in the Escrow Funds or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a
security interest in or describing (whether specifically or generally)
the Escrow Funds or any part thereof.
(v) All of the representations and warranties of the
Investor(s) contained herein are true and complete as of the date
hereof and will be true and complete at the time of any disbursement
from the Escrow Funds.
(b) The Company makes the following representations and warranties to
the Escrow Agent:
(i) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware
and has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary
corporate action of the Company, including any necessary shareholder
approval, has been executed by duly authorized officers of the Company,
enforceable in accordance with its terms.
(iii) The execution, delivery, and performance by the Company
of this Agreement is in accordance with the Securities Purchase
Agreement and will not violate, conflict with, or cause a default under
the certificate of incorporation or bylaws of the Company, any
applicable law or regulation, any court order or administrative ruling
or decree to which the Company is a party or any of its property is
subject, or any agreement, contract, indenture, or
other binding arrangement, including without limitation to the Securities
Purchase Agreement, to which the Company is a party.
(iv) L. Xxxxxx Xxxxx has been duly appointed to act as the
representative of the Company hereunder and has full power and
authority to execute, deliver, and perform this Agreement, to execute
and deliver any Written Direction, to amend, modify or waive any
provision of this Agreement and to take all other actions as the
Company's Representative under this Agreement, all without further
consent or direction from, or notice to, the Company or any other
party.
(v) No party other than the parties hereto and the
Investor(s)s have, or shall have, any lien, claim or security interest
in the Escrow Funds or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a
security interest in or describing (whether specifically or generally)
the Escrow Funds or any part thereof.
(vi) All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Escrow
Funds.
23. CONSENT TO JURISDICTION AND VENUE. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of Florida shall have the sole and exclusive jurisdiction over any
such proceeding. If all such courts lack federal subject matter jurisdiction,
the parties agree that the Superior Court Division of Florida, Broward County
shall have sole and exclusive jurisdiction. Any of these courts shall be proper
venue for any such lawsuit or judicial proceeding and the parties hereto waive
any objection to such venue. The parties hereto consent to and agree to submit
to the jurisdiction of any of the courts specified herein and agree to accept
the service of process to vest personal jurisdiction over them in any of these
courts.
24. NOTICE. All notices and other communications hereunder shall be in writing
and shall be deemed to have been validly served, given or delivered five (5)
days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of receipt and addressed to the party to be
notified as follows:
If to Investor(s), to: Pursuant to Investor List on Schedule I attached
If to Escrow Agent, to: Xxxxxx & Jaclin, LLP
000 Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company, to: Colmena Corp.
0000 X.X. 0xxXxxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Attention: L. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000)000-0000
With a copy to: Xxxxxxx X. Xxxxx, Esquire
Xxxxxx, Xxxxxxx & Xxxxx
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Or to such other address as each party may designate for itself by like notice.
25. AMENDMENTS OR WAIVER. This Agreement may be changed, waived, discharged or
terminated only by a writing signed by the parties hereto. No delay or omission
by any party in exercising any right with respect hereto shall operate as
waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion.
26. SEVERABILITY. To the extent any provision of this Agreement is prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition, or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
27. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Florida without giving effect
to the conflict of laws principles thereof.
28. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between
the parties relating to the holding, investment, and disbursement of the Escrow
Funds and sets forth in their entirety the obligations and duties of the Escrow
Agent with respect to the Escrow Funds.
29. BINDING EFFECT. All of the terms of this Agreement, as amended from time to
time, shall be binding upon, inure to the benefit of and be enforceable by the
respective heirs, successors and assigns of the Investor(s), the Company, or the
Escrow Agent.
30. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written Direction
may be executed in counter parts, which when so executed shall constitute one
and same agreement or direction.
31. TERMINATION. Upon the first to occur of the disbursement of all amounts in
the Escrow Funds or the disbursement of all amounts in the Escrow Funds into
court pursuant to Section 7 hereof, this Agreement shall terminate and Escrow
Agent shall have no further obligation or liability whatsoever with respect to
this Agreement or the Escrow Funds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.
COLMENA CORP.
By: /s/ L. Xxxxxx Xxxxx
Name: L. Xxxxxx Xxxxx
Title: President
INVESTOR: SCHEDULE I ATTACHED
XXXXXX AND JACLIN, LLP
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx, Esq.
Title: Partner
SCHEDULE I
SCHEDULE OF BUYERS/INVESTORS/HOLDERS
ADDRESS/FACSIMILE AMOUNT OF
NAME SIGNATURE NUMBER OF BUYER SUBSCRIPTIO
Xxxxxxxxxx Equity Partners, Ltd. By: Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx - Xxxxx 0000 $ 200,000
Its: General Partner Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
By:
Name: Xxxx Xxxxxx
Its: Portfolio Manager
With a copy to: Xxxxx Xxxxxxxx, Esq. 000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Advantage Capital Development By: 0000 X.X. 000xx Xxxxxx, XX0 $ 200,000
Corp. ------------------------
Name: Xxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000
Its: President Facsimile: (305-692-1832)
With a copy to: Xxxxx Xxxxxx, Esq. 000 Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
