ESCROW AGREEMENTEscrow Agreement • March 17th, 2006 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 10, 2006, by and among Empire Financial Holding Corp., a Florida corporation (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the Americas, New York, New York 10018 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
SECURITIES PURCHASE AGREEMENT Dated as of March 10, 2006 by and among EMPIRE FINANCIAL HOLDING COMPANY and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • March 17th, 2006 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of March 10, 2006 by and among Empire Financial Holding Company, a Florida corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”).
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. Empire Financial Holding Company Warrant for the Purchase of Shares of Common Stock, par value $0.01 per ShareEmpire Financial Holding Co • March 17th, 2006 • Security brokers, dealers & flotation companies • New York
THIS CERTIFIES that, for value received, _____________, whose address is _________________________ (together with any person or entity to which this Warrant (or any portion hereof) may be transferred, the “Holder”), is entitled to subscribe for and purchase from Empire Financial Holding Company, a Florida corporation (the “Company”), upon the terms and conditions set forth herein, ______ shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price of $4.50 per share (the “Exercise Price”). As used herein the term this “Warrant” shall mean and include this Warrant and any Common Stock or warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part. Defined terms not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement dated as of March 10, 2006, among the Company, the Holder and certain other Purchasers listed on Exhibit A thereto (the “Purchase Agreement
