Ex. 4.3 - 1
EXHIBIT 4.3
AMENDED AND RESTATED RULE 419 ESCROW AGREEMENT
Letter of Escrow Instructions
To: First Union National Bank
Corporate Trust Group
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Win or Lose Acquisition Corporation - Rule 419 escrow,
First Union National Bank Escrow No. 757000449
This Letter of Escrow Instructions to First Union National Bank,
hereinafter called Escrow Agent, shall immediately and automatically become
operative and effective upon the commencement of a public offering of certain
securities of Win or Lose Acquisition Corporation (the "Company") which is
described more fully in the Company's Form S-1 Registration Statement under the
Securities Act of 1933 (Registration No. 333-52414).
The Company will cause to be delivered, to the Escrow Agent, the
papers, money or property hereinafter described to be held and disposed of by
the Escrow Agent in accordance with the following instructions and upon the
terms and conditions hereinafter set forth, to which the undersigned agree:
1. ESCROW PURPOSE:
1.1 This Escrow Agreement describes a single party clearing and holding
escrow that will be established by Win or Lose Acquisition Corporation,
of Dunedin, Florida, (the "Company") in accordance with the
requirements of Securities and Exchange Commission Rule419, adopted
pursuant to the provisions of Section 7(b) of the Securities Act of
1933. The Company and the Escrow Agent are the only parties to this
Escrow Agreement.
1.2 The Company intends to offer 600,000 shares of its $.001 par value
common stock (the "Common Stock") to the public at a price of $0.25 per
share (the "Offering") during a period commencing on the effective date
of the Company's registration statement and ending upon the expiration
of the offering period specified in the definitive Rule 424 prospectus
filed by the Company with respect to the registration statement (the
"Offering Period"). During the Offering Period, the purpose of the
escrow shall be to receive, clear and hold subscription payments
("Subscription Funds") from certain persons ("Investors") who subscribe
to purchase shares of Common Stock in the Offering.
1.3 If the Company successfully completes the Offering and sells all
600,000 shares of Common Stock within the Offering Period, the purpose
of the escrow shall be to hold, invest and ultimately distribute the
following property in accordance with the terms of Sections 4 through 6
this Escrow Agreement,
(a) The cash proceeds of the Offering ("Offering Proceeds") that
were delivered to the Escrow Agent by subscribers during the
Offering Period, together with any interest earned during the
Offering Period;
(b) An additional $15,000 in cash (the "Stockholders'
Contribution") that will be delivered to the Escrow Agent by
certain affiliates of the Company upon the successful
completion of the Offering;
(c) Stock certificates evidencing the ownership of 600,000 shares
of the Company's $0.001 par value common stock (the "Investor
Shares") that will be sold to Investors in connection with the
Offering and will be delivered to the Escrow Agent by the
Company upon completion of the Offering;. and
(d) Stock certificates evidencing the ownership of up to 2,000,000
presently issued and outstanding shares of the Company's
$0.001 par value common stock (the "Founders' Shares") that
have been registered for resale by certain officers of the
Company.
1.4 It is expressly acknowledged that the Stockholder Contribution
specified in Paragraph 1.3(b) is being contributed to the Escrow by the
affiliates as an inducement to the Investors who subscribe to purchase
Common Stock in connection with the Offering. In connection with the
delivery of the Stockholder Contribution to the Escrow Agent, the
persons making such delivery shall execute such releases and other
documents as the Escrow Agent may deem necessary under the
circumstances to forever release any claims that such affiliates may
have for reimbursement or repayment of the Stockholder Contribution or
any portion thereof.
1.5 This Escrow Agreement constitutes an essential element of the Company's
proposed public offering of securities and is required by Securities
and Exchange Commission Rule 419. The parties to this Escrow Agreement
shall, at all times, conduct all of their activities relating to the
Rule 419 escrow created hereby in strict compliance with the letter and
the spirit of Rule 419. In the event of any inconsistency between the
terms of this Escrow Agreement and the requirements of Rule 419, the
requirements of Rule 419 shall have priority.
2. ESCROW DEPOSITS:
2.1 During the Offering Period, the Escrow Deposits will be in the form of
checks, bank wire transfers and other instruments of payment in favor
of "Win or Lose Acquisition Corporation-Escrow Account."
2.2 The Investors will be instructed to deliver checks and other
instruments of payment directly to the Escrow Agent together with
manually signed original Subscription Agreements and such other
documents as may be necessary to establish the Investor's name, address
and social security number, and number of shares purchased to the
satisfaction of the Escrow Agent. In accordance with Rule 15c2-4 under
the Securities Exchange Act of 1934, the Company agrees to deliver any
original Subscription Agreements, checks and other instruments of
payment received by it to the Escrow Agent by noon of the next business
day after receipt thereof
2.3 The Escrow Agent shall accept deposits to the Escrow Account for the
entire Offering Period, without reference to the amount of Subscription
Funds then on deposit. Upon deposit, all Subscription Funds will be
subject to the terms of this Escrow Agreement. The Subscription Funds
are to be invested by Escrow Agent from time to time in an Evergreen
Cash Management Money Market Resource Class account without further
instruction.
2.4 Any checks or other instruments of payment that have been presented for
payment and have been dishonored are to be presented a second time. Any
checks or other instruments of payment that have been dishonored twice
are to be immediately returned to the Investor, with copies to the
Company.
3. FAILURE TO COMPLETE OFFERING:
3.1 In the event that (a) the Escrow Agent has not received and cleared a
total of $150,000 in Subscription Funds on or before the close of
business on the last day of the Offering Period (the "Termination
Date"), or (b) the Company has not, within three days after the
Termination Date, delivered a certificate to the Escrow Agent which
states that all conditions precedent to the closing of the Offering
have been satisfied, the Escrow Agent shall, within five days after the
Termination Date, refund to each Investor the Subscription Funds
submitted on his behalf, together with any interest earned on his
Subscription Funds during the time the Subscription Funds have been
collected and are available for investment.
3.2 The Escrow Agent shall distribute all interest earned on the Escrow
Account to the Investors, pro rata, according to the amount and date of
each deposit. The Escrow Agent shall mail all refund checks to
Investors no later than the close of business on the second day after
the occurrence of an event specified above.
3.3 Notwithstanding any other provision of this Escrow Agreement, the
Company reserves the right to terminate the Offering at any time and
instruct the Escrow Agent to return the Subscription Funds to the
Investors in accordance with the provisions of this Section 3.
4. SUCCESSFUL COMPLETION OF OFFERING:
4.1 If the collected Subscription Funds on deposit in the escrow are more
than $150,000 on the Termination Date, the Escrow Agent shall
immediately prepare a summary compilation that identifies each
Investor, states the date when the Investor's subscription was received
by the Escrow Agent, and states the number of shares of common stock
subscribed for by Investor. Within two days after receipt of the
compilation prepared by the Escrow Agent, the Company shall reject
sufficient subscriptions to eliminate any excess subscriptions and
reduce the total Subscription Funds to exactly $150,000, plus
accumulated interest. The Company reserves the right to partially
reject subscriptions and shall endeavor to reject subscriptions in a
manner reasonably calculated to result in an even distribution of its
Common Stock among the Investors. After completing this process, the
Company shall deliver to the Escrow Agent a definitive Investor list
that identifies each Investor and states the number of shares of Common
Stock that will be sold to such Investor.
4.2 Upon receipt of the definitive Investor list prepared by the Company,
Escrow Agent shall promptly remit to each Investor who has submitted a
subscription that was rejected in whole or in part by the Company any
excess Subscription Funds attributable to his subscription, together
with any interest earned on the Subscription Funds returned to the
Investor. The Escrow Agent shall mail all refund checks to Investors no
later than the close of business on the day after its receipt of the
definitive Investor list.
4.3 After making any refunds required pursuant to the provisions of
Paragraph 4.2, the Escrow Agent shall deliver a final Investor list to
the Company. The final Investor list shall include detailed information
on the identity of each Investor (including name, address, telephone
number and taxpayer ID number), state the number of shares of Common
Stock purchased by each Investor, and include such other information as
may be required to insure compliance with the requirements of 12 CFR
330.1 of the Regulations of the Federal Deposit Insurance Corporation.
4.4 As soon as practicable after the receipt of the final Investor list,
the Company will deliver, or cause to be delivered, to the Escrow
Agent, stock certificates for the Common Stock purchased by Investors.
All stock certificates shall be registered in the name of the owner
thereof and contain such other information as the Company and the
Escrow Agent deem necessary or desirable to comply with the
requirements of Securities and Exchange Commission Rule 419 and the
Regulations of the Federal Deposit Insurance Corporation, or otherwise
provide for the efficient performance of the Escrow Agent's duties
hereunder.
4.5 When the Escrow Agent receives the stock certificates specified in
Paragraph 4.4, it shall examine the stock certificates to confirm that
the information on the stock certificates agrees in all particulars
with the information in the final Investor list. In the event of any
discrepancy between the records of the Escrow Agent and the records of
the Company, the records of the Escrow Agent shall have priority.
4.6 When (a) the Company has rejected any excess subscriptions, (b) the
excess Subscription Funds have been returned to the Investors, (c) the
Escrow Agent has retained exactly $150,000 in Subscription Funds, plus
accumulated interest, (d) the Escrow Agent has received the Stockholder
Contribution and all associated releases, (e) the Escrow Agent has
confirmed the information on the stock certificates specified in
Paragraph 4.4, and (f) the Company has delivered to the Escrow Agent a
certificate that all conditions precedent to the final closing of the
offering have been satisfied, the Escrow Agent shall promptly disburse
the sum of Fifteen Thousand Dollars ($15,000) to the Company. The
Escrow Agent shall hold all remaining Subscription Funds, together with
the Stockholder Contribution and the stock certificates,
until the funds and stock certificates are distributed in accordance
with this Escrow Agreement.
4.7 When any of the Company's officers enter into an agreement to sell all
or any part of the Founders' Shares that have been included in the
Company's registration statement, the selling officer shall promptly
deliver Stock Certificates representing the ownership of such Founders'
Shares to the Escrow Agent. All such Stock Certificates shall be
registered in the name of the selling stockholder and duly executed for
transfer to the purchaser. Such Stock Certificates shall, upon delivery
to the Escrow Agent, become subject to the provisions of this Escrow
Agreement. All certificates for Founders Shares delivered to the Escrow
Agent shall be accompanied by a copy of the associated stock purchase
agreement and such additional documentation as the Company and the
Escrow Agent deem necessary or desirable to comply with the
requirements of Securities and Exchange Commission Rule 419, or
otherwise provide for the efficient performance of the Escrow Agent's
duties hereunder.
4.8 The Escrow Funds and all stock certificates delivered to the Escrow
Agent pursuant to the provisions of this Section 4 shall be held,
invested and disposed of by Escrow Agent in accordance with the
following instructions and upon the terms and conditions set forth
herein. Notwithstanding any other provision of this Escrow Agreement,
the owners of Founders' Shares shall have no interest in the Escrow
Funds and shall not participate in any cash distributions from the
Escrow.
5. INVESTMENT OF ESCROW FUNDS
5.1 At all times during the term of the Escrow, the Escrow Funds shall be
held for the sole benefit of the Investors who shall be named and
identified in accordance with 12 CFR 330.1 of the regulations of the
Federal Deposit Insurance Corporation. At all times during the term of
the Escrow, the records of the Escrow Agent shall show the name and
percentage interest of each Investor who is a beneficial owner of
Escrow Funds. For purposes of this provision, the Escrow Agent shall
calculate the percentage interest of each Investor by dividing the
number of shares of Common Stock owned by such Investor by 600,000.
5.2 The Escrow Funds may only be invested in (i) an obligation that
constitutes a "deposit" as that term is defined in section 3(1) of the
Federal Deposit Insurance Act, (ii) securities of an open-end
investment company registered under the Investment Company Act of 1940
that holds itself our as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment
Company Act, or (iii) securities that are direct obligations of, or
obligations guaranteed as to principal or interest by, the United
States.
5.3 All interest earned with respect to the Escrow Funds shall be added to
the principal thereof and treated as Escrow Funds for all purposes of
this Escrow Agreement.
5.4 The Escrow Agent, in consultation with the Company, shall allocated the
Escrow Funds in such a manner as will, in the judgment of the Escrow
Agent, maximize the annual return on the Escrow Funds, maximize the
amount that is insured by the United States and/or guaranteed as to
principal and interest by the United States, and minimize the potential
for loss of principal through market fluctuations.
5.5 The Escrow Funds shall not be invested in any securities that have a
scheduled maturity of more than six months from the date of
acquisition.
6. TERMINATION AND DISBURSEMENTS:
6.1 Whenever the provisions of this Section 6 require the Escrow Agent to
mail a refund check to an Investor, the following provisions shall
apply:
(a) The then current balance of the Escrow Funds shall be
allocated among the Investors on a per share basis and the
Escrow Agent shall not be obligated to separately account for
interest earned on the Escrow Funds.
(b) The Escrow Agent is authorized to determine the available
balance of the Escrow Funds on the disbursement date and
divide such balance by 600,000 shares to calculate the amount
of cash per share to be distributed to Investors.
(c) Refund checks shall be rounded to the nearest whole cent and
any overpayment resulting from such rounding shall be payable
in cash by the Company.
(d) Refund checks shall be mailed to the Investor entitled thereto
within five days after the occurrence or nonoccurrence of the
event that gives rise to the Company's refund obligation.
6.2 If the Company has not negotiated a business combination, filed a
post-effective amendment to its registration statement, successfully
completed a reconfirmation offering meeting the requirements of Rule
419 and closed on the business combination agreement within 18 months
after the effective date of its registration statement (the "Final
Termination Date"), the Escrow Agent shall:
(a) Forward a refund check to each Investor who purchased shares
of the Company's Common Stock for cash in connection with the
Offering.
(b) Return all stock certificates to the Company for cancellation.
When all stock certificates and all Escrow Funds have been disbursed in
accordance with the provisions of this Paragraph 6.2, this Escrow
Agreement will terminate.
6.3 If the Company negotiates a business combination, files a
post-effective amendment to its registration statement and conducts a
reconfirmation offering meeting the requirements of Rule 419; and the
terms of such offering are not accepted by the holders of the number of
shares specified in the definitive prospectus included in the Company's
post-effective amendment, the Company shall immediately notify the
Escrow Agent that the terms of its reconfirmation offering have been
rejected and the Escrow Agent shall:
(a) Forward a refund check to each Investor who purchased shares
of the Company's Common Stock for cash in connection with the
Offering.
(b) Return all stock certificates to the Company for cancellation.
When all stock certificates and all Escrow Funds have been disbursed in
accordance with the provisions of this Paragraph 6.3, this Escrow
Agreement will terminate.
6.4 If the Company negotiates a business combination, files a
post-effective amendment to its registration statement and completes a
reconfirmation offering meeting the requirements of Rule 419 on or
before the Final Termination Date, the Company shall promptly deliver,
or cause to be delivered, to the Escrow Agent:
(a) A copy of the definitive prospectus included in its post-effective
amendment and used in connection with the reconfirmation offering;
(b) A schedule setting forth the identity of each Investor who purchased
Common Stock for cash in connection with the Offering and has
reconfirmed his investment in writing in connection with the
reconfirmation offering;
(c) A schedule setting forth the identity of each person who agreed to
purchase Founders' Shares during the term of the Escrow and has
reconfirmed his investment in writing in connection with the
reconfirmation offering;
(d) Copies of all subscription reconfirmation agreements that support the
schedules specified in subparagraphs (c) and (d) above; and
(e) A schedule setting forth the identity of each Investor and each
purchaser of Founders' Shares who has refused or failed to execute a
reconfirmation agreement within the time limits specified in the
definitive prospectus.
6.5 Upon receipt of the documentation specified in Paragraph 6.4, the
Escrow Agent shall:
(a) Mail a refund check to each Investor who purchased Common
Stock for cash in connection with the Offering and refused or
failed to execute a reconfirmation agreement within the time
limits specified in Rule 419 and the definitive prospectus;
(b) Return to the Company all stock certificates registered in the
names of Investors who purchased Common Stock for cash in
connection with the Offering and refused or failed to execute
a reconfirmation agreement within the time limits specified in
the definitive prospectus;
(c) Return to the selling stockholders any Stock Certificates
representing Founders' Shares that were subject to a purchase
agreement during the term of the Escrow, but deliverable to a
purchaser who refused or failed to execute a reconfirmation
agreement within the time limits specified in the definitive
prospectus.
6.6 If the Company satisfies the conditions of Paragraph 6.4, actually
closes the business combination described in the post-effective
amendment to its registration statement and delivers to the Escrow
Agent a Certificate signed by the President and Secretary that all
conditions precedent to the final release of Escrow Funds set forth in
Rule 419(e)(3) have been satisfied, the Escrow Agent shall:
(a) Mail a stock certificate to each Investor who purchased Common
Stock for cash in connection with the Offering and
subsequently executed a reconfirmation agreement;
(b) Deliver stock certificates for the remaining Founders Shares
to the closing agents specified in the associated stock
purchase agreements; but only if (a) the purchaser of such
Founders; Shares has executed a reconfirmation agreement, and
(b) a closing agent was specified in the purchase agreement
delivered to the Escrow Agent pursuant to Section 4.7 of this
agreement. In the event that a closing agent was not so
specified, the Escrow Agent shall retain possession of the
stock certificates pending its receipt of joint instructions
from the seller and purchaser.
(c) Transfer all remaining Escrow Funds to such account as may be
specified by the Company.
When all stock certificates and all Escrow Funds deposited with the
Escrow Agent have been disbursed in accordance with the provisions of
this Paragraph 6.6, this Escrow Agreement will terminate.
7. NO MODIFICATION:
7.1 After the deposit of the Stockholder Contribution, these instructions
shall not be modified, rescinded or amended without the written consent
of each Investor who may be adversely affected by such modification,
rescission or amendment.
8. GENERAL PROVISIONS:
8.1 All parties understand and agree that Escrow Agent is not a principal,
participant, or beneficiary of the underlying transaction that
necessitates this Escrow Agreement. The Escrow Agent shall be obligated
only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in acting or refraining from
acting on any instrument believed by it to be genuine and to have been
signed or presented by the proper party or parties, their officers,
representatives or agents. The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and believed by it to be
authorized hereby, nor for action taken or omitted by it in accordance
with the advice of its counsel. Escrow Agent shall be responsible for
holding, investing and disbursing the Escrowed Assets pursuant to the
Escrow Agreement, but in no event shall be liable for any exemplary or
consequential damages in excess of Escrow Agent's fee hereunder.
8.2 Unless otherwise provided herein, the Escrow Agent shall accept the
Escrowed Assets pursuant to the Escrow Agreement and invest such assets
at the written request of the parties hereto specifying with
particularity or by accompanying schedule the type and identity of the
assets to be deposited. Acceptance of the Escrowed Assets shall be
communicated by Escrow Agent to parties by account statement or
otherwise in writing as soon as practicable after receipt, and any
discrepancies shall be noted to Escrow Agent by the parties in writing
within forty five (45) days of receiving such communication. Failure to
note any discrepancies shall be deemed confirmation of the description
of Escrowed Assets listed on the report regardless of any variations
from the original schedule. Any request to invest assets shall be in
writing or facsimile and specify the type of investment to be made, the
maturity date, and the principal amount to be invested. The Escrow
Agent shall not be liable for delay or failure to invest funds without
written instructions or for losses on any investments made by it
pursuant to and in compliance with such instructions.
8.3 Should any controversy arise between the undersigned with respect to
this Escrow Agreement or with respect to the right to receive the
Escrowed Assets, Escrow Agent shall have the right to consult counsel
and/or to institute a xxxx of interpleader in any court of competent
jurisdiction to determine the rights of the parties. In the event it is
a party to any dispute, Escrow Agent shall have the additional right to
refer such controversy to binding arbitration. Should such actions be
necessary, or should Escrow Agent become involved in litigation in any
manner whatsoever on account of this Escrow Agreement of the Escrowed
Assets made hereunder, the undersigned hereby bind and obligate
themselves, their heirs and legal representatives to pay Escrow Agent,
in addition to any charge made hereunder for acting as Escrow Agent,
reasonable attorney's fees incurred by Escrow Agent, and any other
disbursements, expenses, losses, costs and damages in connection with
and resulting from such actions.
8.4 The Escrow Agent shall have no liability under, or duty to inquire
beyond the terms and provisions of the Escrow Agreement, and it is
agreed that its duties are purely ministerial in nature, and that the
Escrow Agent shall incur no liability whatsoever except for willful
misconduct or gross negligence so long as it has acted in good faith.
The Escrow Agent shall not be bound by any modification, amendment,
termination, cancellation, rescission or supersession of this Escrow
Agreement unless the same shall be in writing and signed by all of the
other parties hereto and, if its duties as Escrow Agent hereunder are
affected thereby, unless it shall have given prior written consent
thereto.
8.5 The Escrow Agent may at any time resign hereunder by giving written
notice of its resignation to the other parties hereto, at their address
set forth herein, at least ten (10) days prior to the date specified
for such resignation to take effect, and upon the effective date of
such resignation, the Escrowed Assets hereunder shall be delivered to
such person as may be designated in writing by the appropriate parties
executing this Escrow Agreement, whereupon all the Escrow Agent's
obligations hereunder shall cease and terminate. The Escrow Agent's
sole responsibility until such termination shall be to keep safely all
Escrowed Assets and to deliver the same to a person designated by the
appropriate parties executing this Escrow Agreement or in accordance
with the directions of a final order or judgment of a court of
competent jurisdiction.
8.6 The parties agree to indemnify, defend and hold the Escrow Agent
harmless from and against any and all loss, damage, tax, liability and
expense that may be incurred by the Escrow Agent arising out of or in
connection with its acceptance or appointments as Escrow Agent
hereunder, including costs and expenses of defending itself against any
claim or liability in connection with its performance hereunder.
8.7 The parties jointly and severally agree to pay to the Escrow Agent its
fees for the services rendered pursuant to the provisions of this
Escrow Agreement and will reimburse the Escrow Agent for reasonable
expenses, including reasonable attorney's fees incurred in connection
with the negotiations, drafting and performance of such services.
Except as otherwise noted, this fee covers account acceptance, set up
and termination expenses; plus usual and customary related
administrative services such as safekeeping, investment and payment of
funds specified herein or in the exhibits attached. Activities
requiring excessive administrator time or out-of-pocket expenses such
as optional substitution of collateral or securities shall be deemed
extraordinary expenses for which related costs, transaction
charges, and additional fees will be billed at Escrow Agent's standard
charges for such items. A fee schedule has been provided to all parties
to this Escrow.
8.8 Escrow Agent is hereby given a lien on all Escrowed Assets for all
indebtedness that may become owing to Escrow Agent hereunder, which
lien may be enforced by Escrow Agent by setoff or appropriate
foreclosure proceedings.
8.9 The parties warrant to the Escrow Agent that there are no Federal,
State or local tax liability or filing requirements whatsoever
concerning the Escrow Agent's actions contemplated hereunder and
warrant and represent to the Escrow Agent that the Escrow Agent has no
duty to withhold or file any report of any tax liability under any
Federal of State income tax, local or State property tax, local or
State sales or use taxes, or any other tax by any taxing authority. The
parties hereto agree to jointly and severally indemnify the Escrow
Agent fully for any tax liability, penalties or interest incurred by
the Escrow Agent arising hereunder and agree to pay in full any such
tax liability together with penalty and interest if any tax liability
is ultimately assessed against the Escrow Agent for any reason as a
result of its action hereunder (except for the Escrow Agent's
individual income tax liability arising from its income fees).
8.10 The Escrow Agent shall have no liability for loss arising from any
cause beyond its control, including, but not limited to, the following:
(a) the act, failure or neglect of any agent or correspondent selected
by the Escrow Agent or the parties hereto; (b) any delay, error,
omission or default connected with the remittance of funds; (c) any
delay, error, omission or default of any mail, telegraph, cable or
wireless agency or operator; (d) the acts or edicts of any government
or governmental agency or other group or entity exercising governmental
powers.
8.11 This Escrow Agreement shall be governed by and construed in accordance
with the laws of the State of Texas. The parties hereto expressly waive
such duties and liabilities, it being their intent to create solely an
agency relationship and hold the Escrow Agent liable only in the event
of its gross negligence or willful misconduct in order to obtain the
lower fee schedule rates as specifically negotiated with the Escrow
Agent.
9. NOTICES:
9.1 All notices, demands, requests or payments provided for or given
pursuant to this Escrow must be in writing or facsimile. All such
notices shall be deemed to have been properly given or served by
personal delivery or by depositing the same in the United States mail
addressed to the person entitled to receive such notice at the address
set forth below.
To the Company: To the Escrow Agent:
Xxxxx X. Xxxxxx, President First Union National Bank
Win or Lose Acquisition Corporation Corporate Trust Group
0000 Xxxxxxxx Xxxxxxxxx 0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000 Xxxxxxx, Xxxxx 00000
9.2 All notices shall be effective when received.
Approved and accepted by the Parties this 1st day of February 2002.
Win or Lose Acquisition Corporation First Union National Bank
By: /s/ By: /s/
------------------------------- ---------------------------------
Xxxxx X. Xxxxxx, President R. Xxxxxxx Xxxxxx, Vice President
