Common use of Disbursements of Escrow Funds Clause in Contracts

Disbursements of Escrow Funds. a. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by such Subscriber.

Disbursements of Escrow Funds. a. In From time to time during the event Escrow Period, Depositor may give notice (a “Notice”) to Recipients and Escrow Agent does by way of a sworn affidavit specifying in reasonable detail, including reasonable supporting documentation, the nature and dollar amount of any claim (a “Claim”) it may have under Section 10 of the Underlying Agreement; Depositor may make more than one claim with respect to any underlying state of facts. If Recipients give notice to Depositor and Escrow Agent disputing any Claim (a “Counter Notice”) within 30 days following receipt by Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as provided below. If no Counter Notice is received by Escrow Agent within such 30-day period, then the dollar amount of damages claimed by Depositor as set forth in its Notice shall be deemed established for purposes of this Escrow Agreement and the Underlying Agreement and, at the end of such 30-day period, Escrow Agent shall pay to Depositor the dollar amount claimed in the Notice from (and only to the extent of) the Escrow Fund. Escrow Agent shall not receive inquire into or consider whether a Claim complies with the requirements of the Underlying Agreement. If a Counter Notice is given with respect to a Claim, Escrow Agent shall make payment with respect thereto only in accordance with (i) joint written instructions from of Depositor and the Issuer Recipients or (ii) a final non-appealable order of a court of competent jurisdiction. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to release funds from Escrow on or prior Agent to the termination effect that the order is final and non-appealable. Escrow Agent shall act on such court order and legal opinion without further question. Upon the expiration of the Escrow Period, Escrow Agent shall terminate distribute, as promptly as practicable, any remaining Escrow Funds to Recipients (50% to Rxxxxx Xxxxx, 30% to Axxx Xxxxxxxxxx and make a full and prompt return 20% to Mxxxxxx Xxxxxxxxxx), without any further instruction or direction from the Representatives. All disbursements of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management Funds shall be subject to the fees and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds claims of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds and the Indemnified Parties (as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted defined below) pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities Section 10 and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by such SubscriberSection 11 below.

Disbursements of Escrow Funds. a. In the event Escrow Agent does not receive written instructions from the Issuer Release to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to SubscriberPurchaser. In the event Escrow Agent receives cleared funds prior that (i) the Company has not, by the date that is thirty (30) days after the execution date of the Underlying Agreement, entered into Exchange Agreements acceptable to the termination Purchaser with Persons that hold in the aggregate at least 67% of the Escrow Period and Escrow Agent receives a written instruction from Issueroutstanding principal amount of the Convertible Notes for the exchange of such Convertible Notes, Escrow Agent shall, or (ii) the Closing does not occur by the Outside Date or the Underlying Agreement is terminated pursuant to those instructionsSection 4.2 thereof, distribute funds from such Escrow Amount pursuant the Purchaser shall have the right to deliver a Purchaser Written Instruction to the instructions of Issuer. The Escrow Agent shall effect such transfer by Agent, with copy to the close of business on the date Company, instructing the Escrow Agent receives to release the Escrow Funds to Purchaser, and unless the Company shall have delivered a written instruction from the Issuer; provided, however if objection to such release to Purchaser and the Escrow Agent receives within three (3) Business Days after Purchaser’s written notice is delivered to the written instruction from Company and the Issuer after 2 pm Eastern TimeEscrow Agent, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing 100% of the Offering Escrow Funds plus any earnings (including interest) accrued thereon to Purchaser by wire transfer of immediately available funds to a bank account designated by Purchaser in such Purchaser Written Instruction promptly (and include in no event no later than five (5) Business Days) following the delivery date of such Purchaser Written Instruction. If the Company delivers such a schedule of deductions from the Escrow Account for any funds for management written objection to Purchaser and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds Escrow Agent shall be authorized to withhold distribution of the Escrow Account prior to remitting Funds until such funds, if and when due, to Issuer. further time as the Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject receives a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) Joint Written Direction from the Securities Purchaser and Exchange Commission the Company or any other federal a judgment, order issued or state regulatory authority that process entered by a stop or similar order has been issued court of competent jurisdiction with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by such SubscriberFunds.