FORM OF ESCROW AGREEMENT
FORM
OF ESCROW AGREEMENT
This
ESCROW AGREEMENT is between _____________ (LENDER), FIIC Holding, Inc. (DEBTOR),
and Xxxx Xxxxx (ESCROW AGENT).
Simultaneously
with the making of this Agreement, Lender and Debtor have entered into a
Convertible Promissory
Note
(the
Note)
by
which______________ will lend
to
Debtor
the loan amount:
_______________ _______________ _______________
The
closing will take place on
May
1,
2006, at
11:30
a.m.,
at the
offices of FIIC
Holding, Inc,
located
at 0000
Xxxxxx Xxxx
or at
such other time and place as Lender and Debtor
may jointly designate in writing. Pursuant to the Convertible
Promissory Note, Lender must deposit $_______________ as Note Proceeds in a
designated Huntington National Bank Escrow account to be held in escrow by
Escrow Agent.
The
$_______________ Note proceeds referred to hereinabove has
been
loaned by the Lender to FIIC Holdings, Inc., Escrow Agent. Escrow Agent
acknowledges receipt of $_______________ from Lender by check, and subject
to
collection of good funds.
If
the
closing takes place under the Loan agreement terms, Escrow Agent at the time
of
closing shall pay the amount deposited with him to FIIC Holding, Inc., or in
accordance with Lender's written instructions. Escrow Agent shall make
simultaneous transfer of the said Loan proceeds to the Debtor.
If
the
Midas PPM does not go active for any reason under the loan agreement terms
within 30 days of the deposit, the Escrow Agent shall continue to hold the
amount deposited until receipt of written authorization for its disposition
signed by both Debtor and Lender. If there is no resolution to any dispute
as to
whom Escrow Agent is to deliver the amount deposited to within (7) seven
business days, the Escrow Agent shall promptly return the deposited funds to
the
Lender without recourse or delay.
If
Escrow
Agent does not receive a proper written authorization from Lender and Debtor,
as
to the final disposition of the loan proceeds within (7) seven days or if no
other written instructions is received by the Lender and Debtor, the Escrow
Agent is under no obligation to bring an action or proceeding to deposit the
sum
held by the Escrow Agent in court, but may continue to hold the deposit until
the (30) days closing time frame has expired. At this time the Escrow agent
without further notice must return the loan proceeds to the Lender.
Escrow
Agent assumes no liability except that of a Stockholder.
Escrow Agent's duties are limited to those specifically
set out in this Agreement. Escrow Agent shall incur no
liability to anyone except for willful misconduct or gross negligence
so long as the Escrow Agent acts in good faith. Lender and Debtor release Escrow
Agent from any act done or omitted in good faith in the performance of Escrow
Agent's duties.
Whereof
the parties set their hands and seal this 1st
day
of
May,
2006.
Signed
in
the presence of:
|
Witness
|
Lender
|
|
|
Witness
|
Debtor
|
|
| Witness | Agent |
