ESCROW AGREEMENT
This
Escrow Agreement, dated as of August 28, 2008 (this “Escrow
Agreement”),
is
entered into by and among Universal Travel Group, a Nevada corporation, with
headquarters located at Shenzhen, the People’s Republic of China (the
“Company”),
the
investors listed on the Schedule of Buyers in the Securities Purchase Agreement
dated August 15, 2008 (the “Buyers”),
Xxxxxxxxx Xxxxx (the “Principal
Shareholder”)
and
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP with an address at 00 Xxxxxxxx,
00xx
Xxxxx,
Xxx Xxxx, XX 00000 (the “Escrow
Agent”).
Capitalized
terms used but not defined herein shall have the meanings set forth in the
Securities Purchase Agreement (as defined below).
WITNESSETH:
WHEREAS,
the Buyers will be purchasing from the Company and the Company will be selling
to the Buyers an aggregate of 4,588,708 shares of the Company’s common stock,
par value $0.001 per share (“Common
Stock”),
and
warrants to acquire approximately 2,294,356 shares of Common Stock for a
total
aggregate purchase price of approximately $7,112,500 in a private placement
financing transaction (the “Financing
Transaction”)
pursuant to a Securities Purchase Agreement dated of the date hereof (the
“Closing
Date”)
by and
among the Company and the Buyers (the “Securities
Purchase Agreement”);
WHEREAS,
the Company and the Buyers desire to deposit all proceeds received from the
Buyers in the Financing Transaction (the “Escrowed
Funds”)
with
the Escrow Agent, to be held and disbursed by the Escrow Agent pursuant to
this
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:
1. Appointment
of Escrow Agent.
The
Company and each Buyer 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
Company will direct each Buyer to deliver the Escrowed Funds to the Escrow
Agent
as follows:
Citibank
New
York, NY
A/C
of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
A/C#:
92883436
ABA#:
000000000
SWIFT
Code: XXXXXX00
REMARK:
[COMPANY NAME/BUYER NAME]
1
b. The
Escrowed Funds shall be forwarded to the Escrow Agent by wire transfer, together
with the written account of subscription (the “Subscription”)
in the
form attached hereto as Exhibit
B
(the
“Subscription
Information”).
The
Escrowed Funds to be wired shall be wired to the account set forth in Section
2(a) above and the Subscription shall be faxed or emailed to the Escrow Agent
in
accordance with the information provided on Exhibit
A.
c. Simultaneously
with each deposit, each Buyer shall provide the Escrow Agent with the
Subscription Information, including the name, address and taxpayer
identification number of each Buyer and of the aggregate principal amount
of
shares of Common Stock and attached warrants subscribed for by such
Buyer.
d. In
the
event a wire transfer is received by the Escrow Agent and the Escrow Agent
has
not received Subscription Information, the Escrow Agent shall notify the
Buyer.
If the Escrow Agent does not receive the Subscription Information by such
Buyer
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 Buyer of receipt of said wire, the Escrow Agent shall return the funds
to
the Buyer.
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. Prior
to
any disbursement of the Escrowed Funds, the Escrow Agent shall allocate a
portion of the Escrowed Funds and hold such portion in a separate escrow
account
to pay the fees and expenses in connection with investor or public relations
in
the aggregate amount of $500,000 (the “Public
Relations Held-Back Escrowed Portion”).
Additionally, the Escrow Agent shall allocate and hold $600,000 of the Escrowed
Funds until the Company shall have identified and engaged a Chief Financial
Officer (the “CFO
Held-Back Escrowed Portion”).
Unless
otherwise specified herein, the term “Escrowed Funds” shall include the
aggregate amount of the Public Relations Held-Back Escrowed Portion and CFO
Held-Back Escrowed Portion.
b. At
such
time that Seven Million One Hundred and Twelve Thousand Five Hundred Dollars
($7,112,500) is deposited and upon receipt of joint instructions from the
Company and the representative of the Buyers, in substantially the forms
of
Exhibit
C
hereto,
following the consummation of the Financing Transaction, the Escrow Agent
shall
release the Escrowed Funds, less the Public Relations Held-Back Escrowed
Portion
and the CFO Held-Back Escrowed Portion, to the Company. Thereafter, the Escrow
Agent shall disburse the Public Relations Held-Back Escrowed Portion, from
time
to time, and the CFO Held-Back Escrowed Portion upon receiving the joint
instructions from the Company and the representative of the Buyers in
substantially the form of Exhibit
C
hereto.
Access America Fund, L.P. is hereby appointed the representative of the Buyers
for purposes of this paragraph 3(b).
2
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, each of the Company and the Buyers authorizes the Escrow Agent,
at
its option, to deposit the Escrowed Funds (including the Public Relations
Held-Back Escrowed Portion and the CFO Held-Back Escrow Portion) 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. Each of the Company, and the Buyers further authorizes 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 (including the Public Relations
Held-Back Escrowed Portion and the CFO Held-Back Escrowed Portion) 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.
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 and the Buyers relating
to
the Escrowed Funds, the Escrow Agent shall not be obligated to recognize
any
agreement between or among any of the Company and the Buyers, 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, any Buyers 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.
3
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, any Buyer 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, any
Buyer
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
(including the Public Relations Held-Back Escrowed Portion and CFO Held-Back
Escrowed Portion) 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 Company 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,
or 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
by
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, 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 the Company 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, deem sufficient to indemnify itself for any
such
loss or expense and for any amounts due it under Section 7.
4
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 Buyers under Section 4 shall survive the termination hereof.
Notwithstanding the foregoing, in the event that the Escrow Agent does not
receive any instructions with respect to the disbursement of any remaining
Escrowed Funds by August 15, 2010, this Agreement shall terminate as of such
date and all Escrowed Funds shall be returned to the Buyers pro rata in
proportion to the numbers of shares of Common Stock purchased by each without
interest thereon or deduction therefrom, except as permitted by paragraph
7
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 Buyers 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 Company and Buyers within the Notice Period, turn
over
to a successor escrow agent appointed by the Company and Buyers 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, Public Relations Held-Back Escrowed Portion
or
CFO Held-Back Escrow Portion 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
Company:
a. Documentation
Fee:
The
Company shall pay a documentation fee to the Escrow Agent of $2,000 which
shall
be payable upon release of the Escrowed Funds.
5
b. Fees:
The
Company shall pay a fee of $500 to the Escrow Agent at the Closing of the
Financing Transaction. In addition, the Company shall pay a processing fee
of
$500 to the Escrow Agent for each disbursement made subsequent to the Closing
from the Public Relations Held-Back Escrowed Portion and the CFO Held-Back
Escrowed Portion.
c. Interest:
The
Escrowed Funds, Public Relations Held-Back Escrowed Portion and CFP Held-Back
Escrowed Portion shall be held in separate non-interest bearing escrow
accounts.
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 Buyers,
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 Buyer hereby irrevocably consent 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.
6
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 each
Buyer
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 Company. This Agreement shall be binding upon and inure to the benefit
of
the respective successors, heirs and permitted assigns of each of the Company,
the Escrow Agent, the Principal Shareholder and each Buyer. 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
Buyers purchasing not less than seventy-five percent (75%) of the Common
Stock.
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. The
Escrow Agent shall be entitled to employ such legal counsel and other experts
as
the Escrow Agent may deem necessary properly to advise the Escrow Agent in
connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor which
shall be paid by the Escrow Agent. The
Escrow Agent has acted as legal counsel for the Company and may continue
to act
as legal counsel for the Company from time to time, notwithstanding its duties
as the Escrow Agent hereunder. The Company and the Buyers consent to the
Escrow
Agent in such capacity as legal counsel for the Company and waive any claim
that
such representation represents a conflict of interest on the part of the
Escrow
Agent. The Company and the Buyers understand that the Escrow Agent is relying
explicitly on the foregoing provision in entering into this Escrow
Agreement.
d. 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.
7
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
8
IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the
day and year first above written.
|
ESCROW
AGENT:
|
|
|
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
|
|
|
By:
|
______________________________
|
|
Name:
Xxxxxxx Xxxxxxxxx
|
|
|
Title:
Partner
|
|
|
PRINCIPAL
SHAREHOLDER
|
|
|
By:
|
______________________________
|
|
Name:
Xxxxxxxxx Xxxxx
|
|
|
BUYER:
|
|
|
ACCESS
AMERICA FUND, LP
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
9
|
BUYER:
|
|
|
CHINAMERICA
FUND LP
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
|
BUYER:
|
|
|
XXXX
INVESTMENT II LLC
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
|
BUYER:
|
|
|
XXXXXX
CAPITAL INVESTMENTS, LLC
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
10
|
BUYER:
|
|
|
CGM
as C/F XXXXXX X. XXXXXX XXX
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
|
BUYER:
|
|
|
INVESTMENT
HUNTER, LLC
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
|
BUYER:
|
|
|
MARED
INVESTMENTS
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
11
|
BUYER:
|
|
|
HIGH
CAPITAL FUNDING, LLC
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
|
Title:
|
|
|
BUYER:
|
|
|
XXXXXXX
LYNCH, PIERCE, XXXXXX & XXXXX, FBO XXXX X.
XXXXXXX
|
|
|
By:
|
_____________________________
|
|
Name:
|
|
12
Title:
EXHIBIT A
PARTIES
TO AGREEMENT
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx
Xxxxx,
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxx X. Xxx, Esq.
Tel
No.:
(212) 000- 0000
Fax
No.:
(000) 000-0000
Xxxxxxxx
Xxxxx
x/x
Xxxxxxxxx Xxxxxx Xxxxx
0/X
Xxxxxxx Xxxxxxxx,
Xx.
0000
of Shennan Road Central
Futian
District,
Shenzhen,
PRC
Tel.
No.
(00) 000-00000000
Fax
No.
(00) 000-00000000
Buyers
Access
America Fund, LP
0000
Xxxx
Xxxx, Xxxxx 000,
Xxxxxxx,
XX 00000
Tel:
Fax:
Chinamerica
Fund LP
0000
Xx.
Xxxxxxx Xxxxx,
Xxxxxxxxxx,
XX 00000
Tel:
Fax:
Xxxx
Investment II LLC
0000
Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx,
XX 00000
Xxxxxx
Capital Investments, LLC
000
X.
Xxxxxxxx Xxxxxx,
Xxxxxxxxx
Xxxxxx, XX 00000
Tel:
Fax:
13
CGM
as
C/F Xxxxxx X. Xxxxxx XXX
000
X.
Xxxxxxxx Xxxxxx,
Xxxxxxxxx
Xxxxxx, XX 00000
Tel:
Fax:
Investment
Hunter, LLC
0000
Xxxxx Xxxxx,
Xxxxxxxxx,
XX 00000
Tel:
Fax:
MARed
Investments
00000
Xxxx Xxxxxxxx,
Xxxx
Xxxx
Xxxxx, XX 00000
Tel:
Fax:
High
Capital Funding, LLC
000
Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx,
XX 00000
Tel:
Fax:
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx, FBO Xxxx X. Xxxxxxx
000
Xxxxxxxxxxxxx Xx., Xxxxx 0000,
Xxxxxxx,
XX 00000-0000
Tel:
Fax:
14
EXHIBIT
B
SUBSCRIPTION
INFORMATION
|
Name
of Buyer
|
____________________________________________________________
|
|
|
Address
of Buyer
|
____________________________________________________________
|
|
|
____________________________________________________________
|
||
|
____________________________________________________________
|
||
|
Amount
of Shares and Warrants
Subscribed
(US$)
|
____________________________________________________________
|
|
|
Subscription
Amount Submitted Herewith
|
____________________________________________________________
|
|
|
Taxpayer
ID Number/
Social
Security Number
|
____________________________________________________________
|
15
EXHIBIT
C
DISBURSEMENT
REQUEST
Pursuant
to that certain Escrow Agreement dated effective as of August [ ] , 2008,
among
Universal Travel Group, [ ] and Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, as Escrow
Agent, the Escrowing Parties hereby request disbursement of funds in the
amount
and manner described below from account number _____________, styled
____________________________ 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:
|
___________________________
|
Subscriptions
Accepted From
|
|
|
|
Buyer
|
Amount
|
|
___________________________
|
__________________________
|
|
___________________________
|
__________________________
|
|
___________________________
|
__________________________
|
|
___________________________
|
__________________________
|
|
Total:
|
__________________________
|
|
Statement
of event or condition which calls for this request for
disbursement:
|
|
|
_______________________________________________________________________________
|
|
|
_______________________________________________________________________________
|
|
16
|
Date:
_________________________
|
By:
_________________________
|
|
Name:
|
|
|
Title:
|
|
|
|
Access
America Fund, LP
|
|
Date:
_________________________
|
By:
__________________________
|
|
Name:
|
|
|
Title:
|
17
