PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • July 16th, 2007 • Castwell Precast CORP • Utah
This Proceeds Escrow Agreement (this “Agreement”) is made and entered into as of the ___ day of _______________ 2007, by and between Castwell Precast Corporation, a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., a Utah corporation (the “Escrow Agent”).
WARRANT TO PURCHASE SECURITIESCastwell Precast CORP • July 16th, 2007 • New York
This Warrant (“Warrant”) is issued by CASTWELL PRECAST CORPORATION, a Nevada corporation (the “Company”) pursuant to the Loan and Security Agreement (the “Loan Agreement”) dated as of the date hereof between the Company and the “Agent” and the “Holders” (as such terms are defined in the Loan Agreement). This Warrant certifies that, for the agreed upon value of $10.00 and for other good and valuable consideration, CAMBRIA INVESTMENT FUND, LP, a California limited partnership (“Holder”) is entitled to purchase 100,000 shares of common stock of the Company (the “Warrant Shares”). The exercise price per share shall be equal to ten cents per share ($0.10) (the “Exercise Price”), subject to the provisions of Article 2 and the other terms and conditions set forth in this warrant (the “Warrant”). The Warrant Shares shall all vest as of the date of this Agreement.
