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Exhibit 99.3
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") dated this _____ day of
_________________, 2001, by and between THE BANK OF TAMPA, a state chartered
corporate financial institution authorized to hold escrow deposits and to do
business in the State of Florida (the "Escrow Agent"), and XXXXXXXXXXXXXX.XXX,
INC., a Florida corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation is conducting a registered offering (the
"Offering") of its securities in which it is offering units (the "Units"), each
Unit consisting of 120 shares of Class A Common Stock (par value $.005) and 40
shares of Preferred Stock (par value $.005), and each Unit having a purchase
price of $1,000, based on a price of $6.25 per share of Class A Common Stock
and $6.25 per share of Preferred Stock;
WHEREAS, under the terms of the offering, the minimum offering amount
is either 500 Units or 1,225 Units, depending on the minimum offering
requirement imposed by each respective state in which the offering is being
made, and a maximum of 35,000 Units, for minimum aggregate offering proceeds of
$500,000 or $1,225,000, as applicable, and maximum aggregate proceeds of
$35,000,00; and
WHEREAS, there will be deposited into one of two escrow accounts with
the Escrow Agent from time to time funds from investors ("Subscribers") who
have entered into either a written subscription agreement (the "Written
Subscription Agreement") or an on-line subscription agreement (the "On-Line
Subscription Agreement ") (collectively, the "Subscription Agreements") to
subscribe for Units (the "Subscribed Units") in connection with the Offering,
which funds will be held in escrow and distributed in accordance with the terms
hereof; and
WHEREAS, the Escrow Agent is willing to act as an escrow agent in
respect of the Escrow Funds, as defined below, upon the terms and conditions
set forth herein;
NOW, THEREFORE, for good and valuable considerations, the receipt and
adequacy of which are hereby acknowledged by each of the parties, the parties
hereby agree as follows:
1. APPOINTMENT OF ESCROW AGENT. The Corporation hereby appoints
the Escrow Agent as escrow agent in accordance with the terms and conditions
set forth herein, and the Escrow Agent hereby accepts such appointment.
2. DEPOSIT INTO ESCROW.
(a) DEPOSIT INTO ACCOUNTS. The Escrow Agent shall
receive checks and wire transfers for Written Subscriptions made payable to the
order of "The Bank of Tampa, PVY Escrow Agent," and debits to credit cards for
On-Line Subscriptions over the xxx.xxxxxxxxxxxxxx.xxx web site (the "Web
Site"), together with each Subscriber's address, as payment for the Subscribed
Units. The funds delivered to the Escrow Agent shall be deposited,
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as directed in Section 2(b) below, by the Escrow Agent into one of the two
separate interest-bearing escrow accounts for the Corporation, designated "The
Bank of Tampa, PetsVetsandYou, Inc., "A Escrow Account" (the "A Escrow
Account") or the "The Bank of Tampa, PetsVetsandYou, Inc., B Escrow Account "
(the "B Escrow Account"), and shall be held and distributed by the Escrow Agent
in accordance with the terms hereof. The funds deposited into the A Escrow
Account and the B Escrow Account, collectively, are referred to herein as the
"the Escrow Funds."
(b) DESIGNATION OF ACCOUNTS.
(i) The A Escrow Account. The Escrow Agent
shall deposit into the A Escrow Account the funds (the "A Escrow
Funds") received from the Subscribers who indicate on the Written
Subscription Agreement or the On-Line Subscription Agreement that such
Subscribers reside in a state that requires a minimum offering amount
of $500,000 (the "A Required Amount"), such states being listed on
Schedule A hereto. The total of the A Escrow Funds in the A Escrow
Account and the A Escrow Funds that are subsequently released to the
Corporation are referred to herein as the "A Raised Escrow Funds."
(ii) The B Escrow Account. The Escrow Agent
shall deposit into the B Escrow Account the funds (the "B Escrow
Funds") received from the Subscribers who indicate on the Written
Subscription Agreement or the On-Line Subscription Agreement that such
Subscribers reside in a state that requires a minimum offering amount
of $1,225,000 (the "B Required Amount"), such states being listed on
Schedule B hereto.
(iii) Amendment. The Corporation shall have the
right, from time to time, to amend the states listed on Schedule A and
Schedule B, by providing the Escrow Agent with five (5) days written
notice.
(c) ACKNOWLEDGEMENT OF RECEIPT. The Escrow Agent shall
acknowledge receipt of the Escrow Funds by notifying the Corporation in the
Escrow Agent's customary manner no later than the next business day following
the business day on which any A Escrow Funds are deposited into the A Escrow
Account and any B Escrow Funds are deposited into the B Escrow Account.
3. INVESTMENT OF THE ESCROW FUNDS. The A Escrow Account and the
B Escrow Account shall be FDIC insured interest-bearing accounts, bearing
interest at the highest rate payable on such accounts by Escrow Agent, and no
other investment of the A Escrow Funds or B Escrow Funds shall be made while
held by the Escrow Agent.
4. ESCROW FUNDS NOT SUBJECT TO CLAIMS OF CREDITORS. The Escrow
Funds are not subject to claims by creditors of the Corporation, its
Affiliates, or Associates, until the Escrow Funds have been released to the
Corporation pursuant to the terms of this Agreement. For purposes of this
Agreement, the terms "Affiliates" and "Associates" shall have the same
definition as that found in the North American Securities Administrators
Association, Inc. Statement of Policy Regarding Corporate Securities
Definitions.
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5. REJECTION OF SUBSCRIPTION AGREEMENTS. The Corporation will
review the Subscribers' Subscription Agreements and reserves the right to
reject any Written Subscription Agreement or On-Line Subscription Agreement,
pursuant to such agreement's provision for rejection, when such agreement
contains incomplete, inaccurate or falsified information. In the event the
Corporation rejects a Subscription Agreement from a Subscriber whose funds were
deposited into the A Escrow Account, the Corporation shall provide the Escrow
Agent written notice of rejection (the "A Subscriber Rejection Notice") in
substantially the form of Exhibit "A-1" attached hereto and a written release
notice (the "A Escrow Account Release Notice") in substantially the form of
Exhibit "A-2" attached hereto. In the event the Corporation rejects a
Subscription Agreement from a Subscriber whose funds were deposited into the B
Escrow Account, the Corporation shall provide the Escrow Agent written notice
of rejection (the "B Subscriber Rejection Notice") in substantially the form of
Exhibit "B-1" attached hereto and a written release notice (the "B Escrow
Account Release Notice") in substantially the form of Exhibit "B-2" attached
hereto. The Escrow Agent, upon receipt of the A Subscriber Rejection Notice and
A Escrow Account Release Notice or the B Subscriber Rejection Notice and B
Escrow Account Release Notice shall refund the amount of the Subscriber's
payment for the Subscribed Units, less any fees charged to the Corporation by
the Escrow Agent or charged by any other bank or entity connected with such
payment, plus any interest earned on such amount.
6. RELEASE OF ESCROW FUNDS TO THE CORPORATION. The Escrow Agent
shall release and pay to the Corporation the Escrow Funds in accordance with
the following:
(a) RELEASE. Provided that the A Required Amount and/or
the B Required Amount, as the case may be, is obtained at or before 5:00 p.m.
Eastern Standard Time (EST) 12 months from the effective date of the
Corporation's registration statement filed with the U.S. Securities and
Exchange Commission (the "Offering Deadline"), or any date prior thereto, the
Escrow Agent shall release and pay to the Corporation:
(i) the A Escrow Funds, on the earliest to
occur of the date that the A Escrow Funds total at least the A
Required Amount or the date that the A Escrow Funds and the B Escrow
Funds, in the aggregate, total at least the B Required Amount; and
(ii) the B Escrow Funds on the date that the
aggregate amount of the A Raised Escrow Funds and the B Escrow Funds
total at least the B Required Amount.
(b) PROCEDURE. Upon their respective release to the
Corporation, the A Escrow Funds and the B Escrow Funds shall become the
property of the Corporation by transferring such funds into the Corporation's
account at The Bank of Tampa (the "Corporation Account"). The Escrow Agent
agrees to transfer the A Escrow Funds into the Corporation Account within one
(1) business day after the Escrow Agent receives the A Escrow Account Release
Notice attached as Exhibit "A-3" and the B Escrow Funds after the Escrow Agent
receives the B Escrow Account Release Notice attached as Exhibit "B-3" signed
by an authorized person of the Corporation. Thereafter, the A Escrow Account
and the B Escrow Account will remain open for the purpose of depositing therein
Subscribers' payments for additional Subscribed Units, which additional A
Escrow Funds and B Escrow Funds shall be
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within one business day transferred from their respective Escrow Accounts into
the Corporation Account as provided for in the A Escrow Account Release Notice
or B Escrow Account Release Notice as described above. Notwithstanding the
foregoing, at any time after the A Required Amount has been raised and released
to the Corporation and/or the B Required Amount has been raised and released to
the Corporation, the Corporation may terminate one or both Escrow Accounts and
have all amounts thereafter received by the Escrow Agent placed directly into
the Corporation's corporate account.
7. RELEASE AND RETURN OF ESCROW FUNDS TO THE SUBSCRIBERS. The
Escrow Agent shall release and return the Escrow Funds to the Subscribers in
accordance with the following:
(a) RELEASE AND RETURN OF ESCROW FUNDS. If at or before
the Offering Deadline the Escrow Agent has not received:
(i) an A Escrow Account Release Notice for
release and payment of A Escrow Funds to the Corporation and the A
Escrow Funds do not total the A Required Amount, and the A Escrow
Funds and the B Escrow Funds, in the aggregate, do not total the B
Required Amount, at such time and date the Escrow Agent shall return
the A Escrow Funds to the Subscribers whose payment for Subscribed
Units was deposited into the A Escrow Account; or
(ii) a B Escrow Account Release Notice for
release and payment of B Escrow Funds to the Corporation and the B
Escrow Funds and the A Raised Escrow Funds, in the aggregate, do not
total the B Required Amount at such time and date the Escrow Agent
shall refund the B Escrow Funds to the Subscribers whose payment for
Subscribed Units was deposited into the B Escrow Account.
(b) PROCEDURE. If the conditions under (a)(i) or (a)(ii)
above occur within three (3) banking business days following the Offering
Deadline, the Corporation will provide the Escrow Agent with the A Escrow
Account Release Notices for release and payment of A Escrow Funds to
Subscribers and/or the B Escrow Account Release Notices for release and payment
of B Escrow Funds to Subscribers, as determined by Section 7(a) above. Within
two (2) banking business days of receipt of the A Escrow Account Release
Notices or the B Escrow Account Release Notices, the Escrow Agent shall release
and return the Escrow Funds directly to the Subscribers so stated on the
releases and the Escrow Funds shall be released and returned to the Subscribers
without deductions for expenses, including the Escrow Agents fees. All interest
earned shall be submitted pro rata to the Subscribers, along with the Escrow
Funds.
8. REQUEST FOR REFUND. In the event that at any time the Escrow
Agent shall receive from the Corporation written instructions signed by an
individual who is identified on Schedule "C" attached hereto as a person
authorized to act on behalf of the Corporation, requesting the Escrow Agent to
refund to a Subscriber the amount of a collected check, wire transfer, debit to
credit card or any other funds received by the Escrow Agent, the Escrow Agent
shall make such refund to the Subscriber within one (1) business day after
receiving such instructions in writing from the authorized person.
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9. ADMINISTRATOR'S RIGHT TO RECORDS KEPT BY ESCROW AGENT. The
Escrow Agent and the Corporation acknowledge that a signed copy of this
Agreement must be filed with the Securities Administrator (the "Administrator")
in each state that the Corporation registers its Offering and that this
Agreement shall become a part of the Corporation's registration statement filed
with the various Administrators and with the U.S. Securities and Exchange
Commission. The Escrow Agent and the Corporation hereby agree that the
Administrator shall have the right to inspect and make copies of the records of
the Escrow Agent concerning the Corporation and the A Escrow Account and B
Escrow Account, at any reasonable business time wherever the records are
located.
10. LIMITATION OF RESPONSIBILITY AND LIABILITY OF ESCROW AGENT.
The Escrow Agent:
(a) shall not be responsible in any manner for the
validity or sufficiency of any Subscription Agreement or other assets or
property received by it;
(b) shall be entitled to act upon any certificate,
statement, notice, demand, request, consent agreement or other instrument
whatsoever, not only in reliance upon its due execution and the validity and
effectiveness of its provisions, but also as to the accuracy and completeness
of any information therein contained, which the Escrow Agent shall in good
faith believe to be genuine and to have signed or presented by a proper person
or persons;
(c) shall be entitled to request and receive from the
Corporation such documents in addition to those provided for herein as the
Escrow Agent may deem necessary to resolve any questions of fact involved in
the provisions hereof;
(d) shall have only such duties and responsibilities as
are expressly set forth in this Escrow Agreement, together with a general
fiduciary duty of reasonable diligence in the performance of its obligations
hereunder;
(e) may consult with independent legal counsel of its
choice with respect to any legal question relating to its duties or
responsibilities under this Agreement, and shall not be liable for any action
taken in good faith on advice of such counsel;
(f) shall be under no obligation to advance any funds in
connection with the maintenance or administration of this Agreement, to
institute or defend any action, suit or legal proceeding in connection
herewith, or to take any other action likely to involve the Escrow Agent in
expense, unless first indemnified by the Corporation to the Escrow Agent's
satisfaction;
(g) shall not be bound by any amendment to this Escrow
Agreement or by any other agreement between the Corporation and any Subscriber
unless such amendment or agreement shall have been executed by the Escrow
Agent;
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(h) shall be indemnified and held harmless by the
Corporation against any and all liabilities incurred by it hereunder, except
for those resulting from its own willful misconduct or gross negligence;
(i) acts hereunder as a depository only, and is not
responsible or liable in any manner whatsoever for the sufficiency,
correctness, genuineness, or validity of any instrument deposited with it, or
with respect to the form or execution of the same, or the identity, authority,
or rights or any person executing or depositing the same nor shall it have any
obligation or responsibility to collect funds or seek the deposit of money or
property;
(j) shall not be liable for any error of judgment, or
for any act done or step taken or omitted by it in good faith, or for any
mistake of fact or law, or for anything which it may do or refrain from doing
in connection herewith, except its own gross negligence; and
(k) shall be entitled to comply with any final order,
judgment or decree of a court of competent jurisdiction, and/or with the
consistent written instructions from the Corporation.
11. EXPENSES AND COMPENSATION. For the services which it is to
render hereunder, the Corporation shall pay Escrow Agent a one-time fee in the
amount of $_______________, payable prior to Escrow Agent's receipt of any
Escrow Funds. The Escrow Agent may charge the Corporation for all reasonable
direct expenses incurred in connection with the maintenance and administration
of the A Escrow Account and the B Escrow Account under this Agreement, which
expenses shall be separately billed by the Escrow Agent either in advance
(based on reasonable estimates) or as the Escrow Agent shall determine,
following their incurrence. However, none of the reimbursement for expenses and
costs, indemnification for any damages incurred by Escrow Agent, or any monies
whatsoever, shall be paid out of, or chargeable to, the Escrow Funds on deposit
for the benefit of Subscribers in the A Escrow Account or the B Escrow Account.
In addition, if the Escrow Funds are returned to the Subscribers as provided
for in this Agreement, the Escrow Agent shall receive a fee of $_______________
for each refund check written to the Subscribers.
12. RESIGNATION OF ESCROW AGENT. Upon ninety (90) calendar days'
prior written notice to the Corporation, delivered or sent as required in
Section 16, the Escrow Agent shall have the right to resign and thereby
terminate its duties and responsibilities hereunder, and shall thereupon be
released from this Agreement. Upon receipt of such notice, the Corporation
shall appoint a successor escrow agent, such successor to become Escrow Agent
hereunder upon the resignation date specified in the subject notice. If the
Corporation is unable to engage the services of a successor escrow agent within
sixty (60) days after the date of such notice, the Escrow Agent shall be
entitled to appoint its own successor and shall continue to act in its
fiduciary capacity until its successor accepts the escrow arrangement by
written notice to the parties hereto and is in actual receipt of the Escrow
Funds. The Corporation may at any time substitute a new escrow agent by giving
notice thereof to the Escrow Agent then acting. Any escrow agent, which shall
succeed the Escrow Agent, whether selected by the Corporation or the Escrow
Agent, shall be a commercial banking or trust company. The Escrow Agent shall
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provide the Corporation with sufficient information concerning the status of
the Escrow Funds to enable the Corporation to provide the same to a successor
escrow agent.
13. REPRESENTATIONS OF THE CORPORATION. The Corporation hereby
acknowledges that the status of the Escrow Agent with respect to the Offering
is that of agent only for the limited purposes herein set forth, and hereby
agrees it will not represent or imply that the Escrow Agent, by serving as the
Escrow Agent hereunder or otherwise, has investigated the desirability or
advisability of an investment in the Units, or has approved, endorsed or passed
upon the merits of the Units, nor shall the Corporation use the name of the
Escrow Agent in any manner whatsoever in connection with the offer or sale of
the Units, other than by acknowledgment that is has agreed to serve as Escrow
Agent.
14. INTERPLEADER ACTION. In the event of disagreement about the
interpretation of this Escrow Agreement, or about the rights and obligations of
the propriety of any action contemplated by the Escrow Agent hereunder or upon
the resignation of Escrow Agent and the failure of the Corporation to timely
engage a successor, Escrow Agent may, at its sole discretion, file an action in
interpleader. The Corporation shall indemnify the Escrow Agent, jointly and
severally, for all costs, including reasonable attorneys' fees, in connection
with the aforesaid interpleader action.
15. TERMINATION OF ESCROW AGREEMENT. The Escrow Agent's
responsibilities under this Agreement shall terminate at such time as the
Escrow Funds shall have been fully disbursed pursuant to the terms hereof and
written notice provided to, and accepted by, the Corporation, or upon earlier
termination of this escrow arrangement pursuant to written instructions
executed by an authorized person of the Corporation. Such written notice of
earlier termination shall include instruction to the Escrow Agent for the
distribution of the Escrow Funds.
16. NOTICES. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if hand delivered, mailed from within
the United States by certified or registered mail, facsimile or sent by prepaid
telegram:
To the Corporation: XxxxXxxxxxxXxx.xxx, Inc.
00000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, President
To the Escrow Agent: The Bank of Tampa
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Xxxxxxx Xxxxxx, Senior Vice President
and Senior Trust Officer
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or to such other address as any such party may have designated by like notice
forwarded to the other party hereto. All notices, except notices of change of
address, shall be deemed given when mailed and notices of change of address
shall be deemed given when received.
17. BINDING AGREEMENTS; NON-ASSIGNABILITY. Each of the provisions
and agreements herein contained shall be binding upon and inure to the benefit
of the personal representatives, heirs, devisees, successors and assigns of the
respective parties hereto; but none of the rights or obligations attaching to
either party hereunder shall be assignable.
18. ENTIRE AGREEMENT. This Agreement, and the other documents
referenced herein, constitute the entire understanding of the parties hereto
with respect to the subject matter hereof, and no amendment, modification or
alteration of the terms hereof shall be binding unless the same be in writing,
dated subsequent to the date hereof and duly approved and executed by each of
the parties hereto.
19. SEVERABILITY. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is illegal or invalid for any
reason whatever, such illegality or invalidity shall not affect the validity of
the remainder of this Agreement.
20. APPLICATION OF FLORIDA LAW. This Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of Florida. Venue for all purposes shall be
deemed to lie within Hillsborough County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement the day and year first written above.
THE BANK OF TAMPA
By:
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Xxxxxxx Xxxxxx, Senior Vice
President and Senior Trust Officer
("Escrow Agent")
XXXXXXXXXXXXXX.XXX, INC.
By:
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Xxxxx X. Xxxxxxxxx, President
(the "Corporation")
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SCHEDULE A
The following is a list of the states that require a minimum offering amount of
$500,000. Amounts collected for Subscribed Units from Subscribers who reside in
these states are to be deposited into the A Escrow Account:
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SCHEDULE B
The following is a list of the states that require a minimum offering amount of
$1,225,000. Amounts collected for Subscribed Units from Subscribers who reside
in these states are to be deposited into the B Escrow Account:
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EXHIBIT A-1
A SUBSCRIBER REJECTION NOTICE
FOR FUNDS DEPOSITED INTO THE A ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, A Escrow Account
Account #
--------------------------------
To whom it may concern:
The undersigned hereby notifies The Bank of Tampa, as Escrow Agent for
PetsVetsandYou, Inc., that it is not accepting the Written____ On-Line ____
Subscription Agreement of _____________________________, dated________________.
The total number of Subscribed Units pursuant to this Subscription
Agreement is ___________.
The total amount paid to The Bank of Tampa, as Escrow Agent is
$_______________.
Escrow Agent shall immediately release funds to the above-named
subscriber pursuant to the release notice accompanying this rejection notice.
IN WITNESS WHEREOF, this rejection notice has been executed on
______________, 200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT A-2
A ESCROW ACCOUNT RELEASE NOTICE TO SUBSCRIBERS
FOR FUNDS DEPOSITED INTO THE A ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, A Escrow Account
Account #
--------------------------------
To whom it may concern:
The undersigned hereby authorizes and instructs The Bank of Tampa, as
Escrow Agent for PetsVetsandYou, Inc., to release all or [$______________] of
the Escrow Funds from the A Escrow Account and to deliver such funds as
follows:
[Insert Delivery Instructions to the Subscriber.]
IN WITNESS WHEREOF, this release has been executed on ______________,
200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT A-3
A ESCROW ACCOUNT RELEASE NOTICE TO CORPORATION
FOR FUNDS DEPOSITED INTO THE A ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, A Escrow Account
Account #
---------------------------
To whom it may concern:
The undersigned hereby authorizes and instructs The Bank of Tampa, as
Escrow Agent for PetsVetsandYou, Inc., to release all or [$______________] of
the Escrow Funds from the A Escrow Account and to deliver such funds as
follows:
[Insert Delivery Instructions to the Corporation, which shall indicate
that all additional funds shall be transferred into the Corporation
Account within one day hereafter.]
IN WITNESS WHEREOF, this release has been executed on ______________,
200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT B-1
B SUBSCRIBER REJECTION NOTICE
FOR FUNDS DEPOSITED INTO THE B ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, B Escrow Account
Account #
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To whom it may concern:
The undersigned hereby notifies The Bank of Tampa, as Escrow Agent for
PetsVetsandYou, Inc., that it is not accepting the Written____ On-Line ____
Subscription Agreement of _____________________________, dated________________.
The total number of Subscribed Units pursuant to this Subscription
Agreement is ___________.
The total amount paid to The Bank of Tampa, as Escrow Agent is
$_______________.
Escrow Agent shall immediately release funds to the above named
subscriber pursuant to the release notice accompanying this rejection notice.
IN WITNESS WHEREOF, this rejection notice has been executed on
______________, 200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT B-2
B ESCROW ACCOUNT RELEASE NOTICE FOR SUBSCRIBERS
FOR FUNDS DEPOSITED INTO THE B ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, B Escrow Account
Account #
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To whom it may concern:
The undersigned hereby authorizes and instructs The Bank of Tampa, as
Escrow Agent for PetsVetsandYou, Inc., to release all or [$______________] of
the Escrow Funds from the A Escrow Account and to deliver such funds as
follows:
[Insert Delivery Instructions to the Subscriber.]
IN WITNESS WHEREOF, this release has been executed on ______________,
200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
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EXHIBIT B-3
B ESCROW ACCOUNT RELEASE NOTICE FOR CORPORATION
FOR FUNDS DEPOSITED INTO THE B ESCROW ACCOUNT
THE BANK OF TAMPA
000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: The Bank of Tampa, XxxxXxxxxxxXxx.xxx, Inc, B Escrow Account
Account #
-----------------------------
To whom it may concern:
The undersigned hereby authorizes and instructs The Bank of Tampa, as
Escrow Agent for PetsVetsandYou, Inc., to release all or [$______________] of
the Escrow Funds from the A Escrow Account and to deliver such funds as
follows:
[Insert Delivery Instructions to the Corporation, which shall indicate
that all additional funds shall be transferred into the Corporation Account
within one day hereafter.]
IN WITNESS WHEREOF, this release has been executed on ______________,
200__.
XXXXXXXXXXXXXX.XXX, INC.
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT C
AUTHORIZED PERSON
The Escrow Agent is authorized to accept instructions and notices
signed or believed by the Escrow Agent to be signed by any one of the following
each of whom is authorized to act on behalf of the Corporation:
On Behalf of XxxxXxxxxxxXxx.xxx, Inc.
PRINT NAME TITLE SIGNATURE
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