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Escrow Agreement

 

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Title:

Escrow Agreement

Entities:

Gallaher Group plc

Date:

2007

Size:

18KB total

Price:

$38

ID:

#2707130

 

 

► Legal ► Escrow Agreements
► Consumer ► Tobacco

 

 

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ESCROW AGREEMENT
 
This Escrow Agreement (this Agreement), entered into as of this 16th day of February, 2007, is by and among Concept Ventures Corporation, a Nevada corporation (the Company), Mr. Jiada Hu (the Selling Stockholder), Roth Capital Partners, LLC ( Roth) and Thelen Reid Brown Raysman & Steiner LLP (hereinafter referred to as the Escrow Agent). All capitalized terms used but not defined herein shall have the meanings assigned them in the Securities Purchase Agreement (as hereinafter defined).
 
BACKGROUND
 
The Company, the Selling Stockholder and the purchasers listed in Exhibit A (the Purchasers) have entered into a Securities Purchase Agreement (the Purchase Agreement) pursuant to which each Purchaser has agreed to purchase from the Company and the Selling Stockholder, and the Company and the Selling Stockholder have agreed to sell to each Purchaser, the number of shares of the common stock, par value $0.001 per share, of the Company identified therein (the Shares). The Company, the Selling Stockholder and the Purchasers have agreed to establish an escrow on the terms and conditions set forth in this Agreement. Roth has acted as placement agent in connection with the transactions contemplated by the Purchase Agreement. The Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:
 
1.  Appointment of Escrow Agent. The Company, the Selling Stockholder and Roth hereby appoint the Escrow Agent as escrow agent to act in accordance with the Purchase Agreement and the terms and conditions set forth in this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with such terms and conditions.
 
2.  Establishment of Escrow. All amounts instructed in the funds flow memorandum attached hereto as Exhibit C to be provided to the Escrow Agent shall be deposited with the Escrow Agent in immediately available funds by federal wire transfer or cashiers check to the account set forth in Exhibit B to this Agreement, such funds being referred to herein as the Escrow Funds.
 
3.  Segregation of Escrow Funds. The Escrow Funds shall be segregated from the assets of the Escrow Agent and held in trust for the benefit of the Company, the Selling Stockholder and the Purchasers in accordance herewith.

 
 

 
 
4.  Receipt and Investment of Funds.
 
(a)  The Escrow Agent agrees to place the Escrow Funds in a non-interest bearing and federally insured depository account. Subject to Section 7(c) hereof, the Escrow Agent shall have no liability for any loss resulting from the deposit of the Escrow Funds.
 
(b)  The Escrow Agent shall cause to be prepared all income and other tax returns and reports as the Escrow Agent, in its sole discretion, deems necessary or advisable in order to comply with all tax and other laws, rules and regulations applicable to the Escrow Funds.
 
5.  Disbursement of the Escrow Funds.
 
(a)  The Escrow Agent shall continue to hold the Escrow Funds delivered for deposit hereunder by the Purchasers until the earlier of: (1) receipt of a joint written notice from the Company and Roth, evidencing termination under Section 6.5(a) of the Purchase Agreement, (2) receipt of a written notice from the Company, the Selling Stockholder or Roth evidencing termination under Section 6.5(b) of the Purchase Agreement (each of (1) and (2), a Termination Election) or (3) receipt of a joint written notice from the Company, the Selling Stockholder and Roth that the conditions to closing under the Purchase Agreement have been satisfied and to disburse the Escrow Funds in accordance with Section 5(b) below.
 
(b)  If the Escrow Agent receives a Termination Election prior to its receipt of the notice contemplated under Section 5(a)(3), then the Escrow Agent shall return the Escrow Funds delivered by the Purchasers as directed by the Purchasers. If the Escrow Agent receives the notice contemplated under Section 5(a)(3) prior to a Termination Election, then the Escrow Agent shall disburse the Escrow Funds in accordance with the funds flow memorandum attached hereto as Exhibit C.

 

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