EXHIBIT 1.2
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of November __, 2001, by and among SFBC
International, Inc., a Delaware corporation (the "Company"), Xxxxxxx Xxxxx &
Associates, Inc. (the "Placement Agent") and Citibank N.A., a national banking
institution incorporated under the laws of the United States of America (the
"Escrow Agent").
WHEREAS, the Company proposes to sell an aggregate of 2,000,000 shares of
its common stock (the "Company Securities"), par value $0.001 per share, for an
aggregate of $_________ (of gross proceeds); and each of Xxxxxx Xxxxxxx, Xxxx
Xxxxxxx, and Xxxxxxx X. Xxxxxx (each, a "Selling Stockholder" and together, the
"Selling Stockholders") propose to sell an aggregate of 350,000 shares of the
Company's common stock (the "Selling Stockholder Securities," and together, with
the Company Securities, collectively referred to as the "Shares"), for an
aggregate of $_________ (of gross proceeds), all as described in the Company's
registration statement on Form S-1 (Registration No. 333-_______) (which,
together with all amendments or supplements thereto is referred to herein as the
"Registration Statement);
WHEREAS, the Shares are being offered by the Company and the Selling
Stockholders to investors whom the Placement Agent has introduced to the Company
and the Selling Stockholders, pursuant to registration under the Securities Act
of 1933, as amended, and pursuant to registration or exemptions from
registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on December __, 2001
(the "Closing Date") and, if subscriptions for the total number of Shares being
offered pursuant to the Registration Statement have not been received by the
Company on or before the Closing Date, no Shares will be sold and all payments
made by subscribers will be refunded by the Escrow Agent with interest earned
thereon, if any; and
WHEREAS, with respect to all subscription payments received from
subscribers, the Company proposes to establish an escrow account with the Escrow
Agent at the office of its Escrow Administration, 000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxx X. Xxxxxx.
NOW THEREFORE, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby agrees to receive and
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disburse the proceeds from the offering of the Shares and any interest earned
thereon in accordance herewith.
2. Deposit of Escrowed Property. The Placement Agent, on behalf of the
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subscribers for the Shares, shall from time to time, but in no event later than
12:00 noon on the date following the date of receipt by the Placement Agent,
cause to be wired to or deposited with, or, cause the subscribers for the Shares
to wire or deposit with, the Escrow Agent funds or checks of the subscribers
delivered in payment for Shares (the "Escrowed Property"). Any checks delivered
to the Escrow Agent pursuant to the terms hereof shall be made payable to or
endorsed to the order
of the Escrow Agent. The Escrow Agent upon receipt of such checks shall present
such checks for payment to the drawee-bank under such checks. Any checks not
honored by the drawee-bank thereunder after the first presentment for payment
shall be returned to the Placement Agent, on behalf of such subscriber, in the
same manner notices are delivered pursuant to Section 6. Upon receipt of funds
or checks from the Placement Agent, the Escrow Agent shall credit such funds and
the amount of such checks to a non interest-bearing (the "Escrow Account") held
by the Escrow Agent. If following the credit of the amount of any check to the
Escrow Account such check is dishonored, the Escrow Agent, if such dishonored
check amount shall have been invested pursuant to Section 3, shall liquidate to
the extent of such dishonored check amount such investments and debit the Escrow
Account for the amount of such dishonored check plus, if any, the amount of
interest and other income earned with respect to any investment of such
dishonored check amount.
3. Investment of Escrowed Property. The Escrow Agent on the second
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business day ("business day" defined for purposes of this Escrow Agreement as
any day which is not a Saturday, a Sunday or a day on which banks or trust
companies in the City and State of New York are authorized or obligated by law,
regulation or executive order to remain closed) succeeding (unless such deposit
is made in federal or other immediately available or "same day" funds, in which
case, on the business day next succeeding) the credit of any subscription
proceeds to the Escrow Account pursuant to Section 2 and until release of such
proceeds in accordance with the terms hereof, shall deposit such proceeds in a
Citibank Money Market Deposit Account, pursuant to Rule 15c2-4 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, in accordance with the terms set forth on Exhibit A hereto
(made a part of this Escrow Agreement as if herein set forth). The Escrow Agent
shall in no event be liable for any loss resulting from any change in interest
rates applicable to proceeds invested pursuant to this Section. Interest on
proceeds invested pursuant to this section shall accrue from the date of
investment of such proceeds until the termination of such investment pursuant to
the terms hereof and shall be paid as set forth in Section 5.
4. List of Subscribers. The Placement Agent shall furnish or cause to be
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furnished to the Escrow Agent, at the time of each deposit of funds or checks
pursuant to Section 2, a list, substantially in the form of Exhibit B hereto,
containing the name of, the address of, the number of Shares subscribed for by,
the subscription amount delivered to the Escrow Agent on behalf of, and the
social security or taxpayer identification number, if applicable, of each
subscriber whose funds are being deposited, and to which is attached a completed
W-9 form (or, in the case of any subscriber who is not a United States citizen
or resident, a W-8 form) for each listed subscriber. The Escrow Agent shall
notify the Placement Agent and the Company of any discrepancy between the
subscription amounts set forth on any list delivered pursuant to this Section 4
and the subscription amounts received by the Escrow Agent. The Escrow Agent is
authorized to revise such list to reflect the actual subscription amounts
received and the release of any subscription amounts pursuant to Section 5.
5. Withdrawal of Subscription Amounts. (a) If the Escrow Agent shall
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receive a notice, substantially in the form of Exhibit C hereto (an "Offering
Termination Notice"), from the Company, the Escrow Agent shall (i) promptly
after receipt of such Offering Termination Notice and the clearance of all
checks received by the Escrow Agent as Escrowed Property, liquidate any
investments that shall have been made pursuant to Section 3 and send to each
subscriber listed on
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the list held by the Escrow Agent pursuant to Section 4 whose total subscription
amount shall not have been released pursuant to paragraph (b) or (c) of this
Section 5, in the manner set forth in paragraph (e) of this Section 5, a check
to the order of such subscriber in the amount of the remaining subscription
amount held by the Escrow Agent as set forth on such list held by the Escrow
Agent, and (ii) promptly after the fourth business day of the month immediately
following the month in which the investments made pursuant to Section 3 were
terminated pursuant to this paragraph, send, in the manner set forth in
paragraph (e) of this Section 5, a check to the order of each such subscriber in
the amount of interest and other income earned and not yet paid with respect to
any investment of such subscriber's funds. The Escrow Agent shall notify the
Company and the Placement Agent of the distribution of such funds to the
subscribers.
(b) In the event that (i) the Shares have been subscribed for and
funds in respect thereof shall have been deposited with the Escrow Agent on or
before the Closing Date and (ii) no Offering Termination Notice shall have been
delivered to the Escrow Agent, the Company and the Placement Agent, shall
deliver to the Escrow Agent a joint notice, substantially in the form of Exhibit
D hereto (a "Closing Notice"), designating the date on which Shares are to be
sold and delivered to the subscribers thereof as the "Closing Date", which date
shall not be earlier than the clearance of any checks received by the Escrow
Agent as Escrowed Property, the proceeds of which are to be distributed on such
Closing Date, and identifying the subscribers and the number of Shares to be
sold to each thereof on such Closing Date. Such Closing Notice, unless the
parties otherwise agree, shall be delivered not less than two (2) nor more than
five (5) business days prior to such Closing Date. The Escrow Agent, after
receipt of such Closing Notice and the clearance of such checks:
(i) on or prior to the Closing Date identified in such Closing
Notice, shall liquidate any investments that shall have been made pursuant
to Section 3 to the extent of the subscription amount to be distributed
pursuant to the immediately succeeding clause (ii);
(ii) on such Closing Date, pay to the Company, the Placement Agent
and each of the Selling Stockholders , in federal or other immediately
available funds and otherwise in the manner and amount specified by the
Company and the Placement Agent in such Closing Notice, an amount equal to
the aggregate of the subscription amounts paid by the subscribers
identified in such Closing Notice for the Shares to be sold on such
Closing Date as set forth on the list held by the Escrow Agent pursuant to
Section 4; and
(iii) promptly after the fourth business day of the month
immediately following the month in which the investments made pursuant to
Section 3 were terminated pursuant to such Closing Notice, shall send, in
the manner set forth in paragraph (e) of this Section 5, a check to the
order of each subscriber identified in such Closing Notice in the amount
of interest and other income earned and not yet paid with respect to any
investment of each such subscriber's funds distributed on such Closing
Date. At the time of such transfer, the Escrow Agent shall identify in
writing to the Company and the Placement Agent the amount of the interest
earned for the account of each subscriber and the date such subscription
was received.
(c) If at any time and from time to time prior to the release of any
subscriber's total subscription amount pursuant to paragraph (a) or (b) of this
Section 5 from
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escrow, the Company shall deliver to the Escrow Agent a notice, substantially in
the form of Exhibit E hereto (a "Subscription Termination Notice"), to the
effect that any or all of the subscriptions of such subscriber have been
rejected by the Company (a "Rejected Subscription"), the Escrow Agent (i)
promptly after receipt of such Subscription Termination Notice and, if such
subscriber delivered a check in payment of its Rejected Subscription, after the
clearance of such check, shall liquidate, to the extent of the sum of such
subscriber's Rejected Subscription amount as set forth in the Subscription
Termination Notice, any investments that shall have been made pursuant to
Section 3 and send to such subscriber, in the manner set forth in paragraph (e)
of this Section 5, a check to the order of such subscriber in the amount of such
Rejected Subscription amount, and (ii) promptly after the fourth business day of
the month immediately following the month in which the investments made pursuant
to Section 3 were terminated pursuant to this paragraph, shall send to such
subscriber, in the manner set forth in paragraph (e) of this Section 5, a check
to the order of such subscriber in the amount of interest and other income
earned and not yet paid with respect to any investment of such subscriber's
Rejected Subscription amount. At the time of such transfer, the Escrow Agent
shall identify in writing to the Company and the Placement Agent the amount of
the interest earned for the account of each subscriber and the date such
subscription was received.
(d) On a date following the transfer of any interest earned for the
account of each subscriber pursuant to Section 5(a), (b) or (c), but not later
than December 31, 2001, the Escrow Agent shall provide each subscriber with tax
form 1099 setting forth the amount of such interest.
(e) For the purposes of this Section 5, any check that the Escrow
Agent shall be required to send to any subscriber shall be sent to such
subscriber by first class mail, postage prepaid, at such subscriber's address
furnished to the Escrow Agent pursuant to Section 4.
6. Notices. Any notice or other communication required or permitted to
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be given hereunder shall be in writing and shall be (a) delivered by hand or (b)
sent by mail, registered or certified, with proper postage prepaid, and
addressed as follows:
if to the Company, to:
SFBC International, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx, Chief Executive Officer
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxx, P.A.
1645 Palm Beach Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
-4-
if to the Placement Agent, to:
Xxxxxxx Xxxxx & Associates, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxxxxxx, Vice President
Facsimile: (000) 000-0000
with a copy to:
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
if to the Escrow Agent, to:
Citibank N.A.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Facsimile: (000) 000-0000
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in the
mails, except that notices and communications to the Escrow Agent and notices of
changes of address shall not be effective until received.
7. Concerning the Escrow Agent. To induce the Escrow Agent to act
---------------------------
hereunder, it is further agreed by the Company and Placement Agent that:
(a) The Escrow Agent shall not be under any duty to give the Escrowed
Property held by it hereunder any greater degree of care than it gives its own
similar property and shall not be required to invest any funds held hereunder
except as directed in this Escrow Agreement. Uninvested funds held hereunder
shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the duties of the
Escrow Agent with respect to any and all matters pertinent hereto. No implied
duties or obligations shall be read into this Escrow Agreement against the
Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the other parties hereto except this Escrow Agreement.
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(c) The Escrow Agent shall not be liable, except for its own gross
negligence or willful misconduct, and, except with respect to claims based upon
such gross negligence or willful misconduct that are successfully asserted
against the Escrow Agent, and the other parties hereto shall jointly and
severally indemnify and hold harmless the Escrow Agent (and any successor Escrow
Agent) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements,
arising out of and in connection with this Escrow Agreement. Without limiting
the foregoing, the Escrow Agent shall in no event be liable in connection with
its investment or reinvestment of any cash held by it hereunder in good faith,
in accordance with the terms hereof, including without limitation any liability
for any delays (not resulting from gross negligence or willful misconduct) in
the investment or reinvestment of the Escrowed Property, or any loss of interest
incident to any such delays.
(d) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume, if in good
faith, that any person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of counsel with
respect to matter relating to this Escrow Agreement and shall not be liable for
any action taken or omitted in good faith and in accordance with such advice.
(f) The Escrow Agent does not have any interest in the Escrowed
Property deposited hereunder but is serving as escrow holder only. Any payments
of income from the Escrow Account shall be subject to withholding regulations
then in force with respect to United States taxes. The parties hereto will
provide the Escrow Agent with appropriate W-9 forms for tax I.D., number
certification, or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 7 shall survive
notwithstanding any termination of this Escrow Agreement or the resignation of
the Escrow Agent.
(g) The Escrow Agent makes no representation as to the validity, value,
genuineness or the collectibility of any security or other document or
instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise any party as to
the wisdom of selling or retaining or taking or refraining from any action with
respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) at any time may
be discharged from its duties and obligations hereunder by the delivery to it of
notice of termination signed by both the Company and the Placement Agent or at
any time may resign by giving written notice to such effect to the Company and
the Placement Agent. Upon any such termination or resignation, the Escrow Agent
shall deliver the Escrowed Property to any successor escrow agent jointly
designated by the other parties hereto in writing, or to any court of competent
jurisdiction if
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no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall
be discharged of and from any and all further obligations arising in connection
with this Escrow Agreement. The termination or resignation of the Escrow Agent
shall take effect on the earlier of (i) the appointment of a successor
(including a court of competent jurisdiction) or (ii) the day that is 30 days
after the date of delivery: (A) to the Escrow Agent of the other parties' notice
of termination or (B) to the other parties hereto of the Escrow Agent's written
notice of resignation. If at that time the Escrow Agent has not received a
designation of a successor escrow agent, the Escrow Agent's sole responsibility
after that time shall be to keep the Escrowed Property safe until receipt of a
designation of successor escrow agent or a joint written disposition instruction
by the other parties hereto or any enforceable order of a court of competent
jurisdiction.
(j) The Escrow Agent shall have no responsibility for the contents of
any writing of any third party contemplated herein as a means to resolve
disputes and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement among or between the other parties
hereto and/or the subscribers of the Shares resulting in adverse claims or
demands being made in connection with the Escrowed Property, or in the event
that the Escrow Agent in good faith is in doubt as to what action it should take
hereunder, the Escrow Agent shall be entitled to retain the Escrowed Property
until the Escrow Agent shall have received (i) a final and non-appealable order
of a court of competent jurisdiction directing delivery of the Escrowed Property
or (ii) a written agreement executed by the other parties hereto and consented
to by the subscribers directing delivery of the Escrowed Property, in which
event the Escrow Agent shall disburse the Escrowed Property in accordance with
such order or agreement. Any court order referred to in (i) above shall be
accompanied by a legal opinion by counsel for the presenting party satisfactory
to the Escrow Agent to the effect that said court order is final and non-
appealable. The Escrow Agent shall act on such court order and legal opinion
without further question.
(l) As consideration for its agreement to act as Escrow Agent as herein
described, the Company agrees to pay the Escrow Agent fees determined in
accordance with the terms set forth on Exhibit F hereto (made a part of this
Escrow Agreement as if herein set forth). In addition, the Company agrees to
reimburse the Escrow Agent for all reasonable expenses, disbursements and
advances incurred or made by the Escrow Agent in performance of its duties
hereunder (including reasonable fees, expenses and disbursements of its
counsel).
(m) The other parties hereto irrevocably (i) submit to the jurisdiction
of any New York State or federal court sitting in New York City in any action or
proceeding arising out of or relating to this Escrow Agreement, (ii) agree that
all claims with respect to such action or proceeding shall be heard and
determined in such New York State or federal court and (iii) waive, to the
fullest extent possible, the defense of an inconvenient forum. The other parties
hereby consent to and grant any such court jurisdiction over the persons of such
parties and over the subject matter of any such dispute and agree that delivery
or mailing of process or other papers in connection with any such action or
proceeding in the manner provided hereinabove, or in such other manner as may be
permitted by law, shall be valid and sufficient service thereof.
(n) No printed or other matter in any language (including, without
limitation, the Registration Statement, notices, reports and promotional
material) which mentions
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the Escrow Agent's name or the rights, powers, or duties of the Escrow Agent
shall be issued by the other parties hereto or on such parties' behalf unless
the Escrow Agent shall first have given its specific written consent thereto.
The Escrow Agent hereby consents to the use of its name and the reference to the
escrow arrangement in the Registration Statement.
8. Miscellaneous.
(a) This Escrow Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their respective successors and assigns,
heirs, administrators and representatives, and the subscribers of the Shares and
shall not be enforceable by or inure to the benefit of any other third party
except as provided in paragraph (i) of Section 7 with respect to the termination
of, or resignation by, the Escrow Agent. No party may assign any of its rights
or obligations under this Escrow Agreement without the written consent of the
other parties.
(b) This Escrow Agreement shall be construed in accordance with and
governed by the internal law of the State of New York (without reference to its
rules as to conflicts of law).
(c) This Escrow Agreement may only be modified by a writing signed
by all of the parties hereto and consented to by the subscribers of the Shares
adversely affected by such modifications. No waiver hereunder shall be effective
unless in a writing signed by the party to be charged.
(d) This Escrow Agreement shall terminate upon the payment pursuant
to Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for convenience only and shall
not affect the construction thereof. Unless otherwise indicated, references to
Sections are to Sections contained herein.
(f) This Escrow Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and the
same instrument; provided that, although executed in counterparts, the executed
signature pages of each such counterpart may be affixed to a single copy of this
Agreement which shall constitute an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the day and year first above written.
SFBC INTERNATIONAL, INC.
By:
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:Xxxxxx Xxxxxxx
Chief Executive Officer
XXXXXXX XXXXX & ASSOCIATES, INC.
By:
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Name:
Title:
SELLING STOCKHOLDERS:
By:
-------------------------------------
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
By:
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Xxxxxx Xxxxxxx, as Attorney-In-Fact
CITIBANK N.A.
By:
-------------------------------------
Name:
Title:
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EXHIBIT A
Citibank Insured Money Market Deposit Accounts
Deposits/Withdrawals may be made to the Citibank Money Market Deposit
Account ("MMDA") established under the Escrow Agreement to which this Exhibit is
attached only through the Escrow Account. All transaction and balance reporting
of the MMDA will be included as part of the Escrow Account Statement. Activity
in the MMDA will be reflected as the equivalent of dollars on deposit in a
Citibank Money Market Deposit Account. Deposits/Withdrawals to the MMDA will be
made only as permitted by the Escrow Agreement to which this Exhibit is
attached. The MMDA has certain regulatory restrictions as well as some minimum
requirements:
1. By regulation, Citibank N.A. is required to reserve the right to
require seven days' prior notice of any withdrawals of funds from an account;
provided, however, that, if Citibank N.A. elects to exercise its right to
require seven days' prior notice, it shall exercise such right as to all such
accounts established.
2. A daily balance of $10,000 must be maintained on deposit in the
MMDA. If the MMDA should fall below $10,000 on any day, Citibank N.A. will be
authorized to transfer the remaining balance to the Escrow Account.
3. Rates will be determined by Citibank N.A. and can be determined
by calling your custody account officer.
4. Balances up to $100,000 (total on deposit at Citibank N.A.) are
FDIC-insured.
A-1
EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
Deposit Date: Date:
Investment Date: List Number:
Batch Number: Page __ of
Approved By:
JOB#:
For Bank use only
TITLE:
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* AMOUNT OF * TAX ID NO./ | * FOR BANK * *
NAME * DEPOSIT * SHARES * ADDRESS |SOC.SEC. NO. * * USE ONLY *
-------- --------- -------- ---------- --------------- -----------
* * TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-9(YR) NRA
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
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Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
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Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
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Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1000(87)
* * * * * *
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Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * *
B-1
EXHIBIT C
[Form of Offering Termination Notice]
November __, 2001
Citibank N.A.
The Citibank Private Bank
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Dear :
Pursuant to Section 5(a) of the Escrow Agreement dated as of November
__, 2001 (the "Escrow Agreement") among SFBC International, Inc. (the
"Company"), Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx X. Xxxxxx (the "Selling
Stockholders"), Xxxxxxx Xxxxx & Associates, Inc. and you, the Company and the
Selling Stockholders hereby notify you of the termination of the offering of the
Shares (as that term is defined in the Escrow Agreement) and direct you to make
payments to subscribers as provided for in Section 5(a) of the Escrow Agreement.
Very truly yours,
SFBC INTERNATIONAL, INC.
By: _______________________
Xxxxxx Xxxxxxx
Chief Executive Officer
SELLING STOCKHOLDERS:
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
By: _______________________
as Attorney-In-Fact
C-1
EXHIBIT D
[Form of Closing Notice]
November __, 2001
Citibank N.A.
The Citibank Private Bank
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as of November __,
2001 (the "Escrow Agreement") among SFBC International, Inc. (the "Company"),
Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx X. Xxxxxx (each, a "Selling
Stockholder" and together, the "Selling Stockholders"), Xxxxxxx Xxxxx &
Associates, Inc. (the "Placement Agent") and you, the Company hereby certifies
that it has received subscriptions for the Shares (as that term is defined in
the Escrow Agreement) and the Company will sell and deliver Shares to the
subscribers thereof at a closing to be held on November __, 2001 (the "Closing
Date"). The names of the subscribers concerned, the number of Shares subscribed
for by each of such subscribers and the related subscription amounts are set
forth on Schedule I annexed hereto.
Please accept these instructions as standing instructions for the closing
to be held on the Closing Date. The parties hereto certify that they do not
wish to have a call back regarding these instructions.
We hereby request that the aggregate subscription amount be paid to the
Placement Agent and us as follows:
1. To the Company, $_________;
2. To the Selling Stockholders :
Xxxxxx Xxxxxxx, $_________,
Xxxx Xxxxxxx, $___________, and
Xxxxxxx X. Xxxxxx;
3. To the Placement Agent, $_________; and
4. To the Escrow Agent, $_________.
These instructions may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
Very truly yours,
SFBC INTERNATIONAL, INC.
By: _____________________________
Xxxxxx Xxxxxxx
Chief Executive Officer
SELLING STOCKHOLDERS:
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
By: _____________________________
as Attorney-In-Fact
XXXXXXX XXXXX & ASSOCIATES, INC.
By: ______________________________
Name:
Title:
SCHEDULE I
----------
Name of Number of Subscription
Subscriber Shares Amount
---------- ------ ------
EXHIBIT E
[Form of Subscription Termination Notice]
November __, 2001
Citibank N.A.
The Citibank Private Bank
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Dear :
Pursuant to Section 5(c) of the Escrow Agreement dated as of November
__, 2001 (the "Escrow Agreement") among SFBC International, Inc. (the
"Company"), Xxxxxxx Xxxxx & Associates, Inc. and you, the Company and the
Selling Stockholders hereby notify you that the following subscription(s) have
been rejected:
Amount of Dollar
Subscribed Amount of
Name of Shares Rejected
Subscriber Rejected Subscription
---------- -------- ------------
Very truly yours,
SFBC INTERNATIONAL, INC.
By: ______________________
Xxxxxx Xxxxxxx
Chief Executive Officer
SELLING STOCKHOLDERS:
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
By: ______________________
as Attorney-In-Fact
E-1
EXHIBIT F
Fee to Citibank N.A.: $____________
F-1
