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Title: |
Escrow Agreement |
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Entities: |
Jurika William K |
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Date: |
2007 |
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Size: |
31KB total |
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Price: |
$33 |
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ID: |
#2985517 |
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Start of
Preview |
ESCROW AGREEMENT
between
FREEDOM FINANCIAL HOLDINGS, INC.,
ALARON FINANCIAL SERVICES, INC.
and
TOWER TRUST COMPANY
Dated as of August 9, 2007
ACCOUNT NUMBER(S) 00-0496
SHORT TITLE OF ACCOUNT Freedom Financial Holdings, Inc. - Escrow
ESCROW AGREEMENT made this 9th day of August, 2007 by and between Tower Trust Company (?Escrow Agent?), Freedom Financial Holdings, Inc. (the ?Company?) and Alaron Financial Services, Inc. (the ?Underwriter?).
The Company, Underwriter and Escrow Agent hereby agree that, in consideration of the mutual promises and covenants contained herein, Escrow Agent shall hold in escrow and shall distribute Escrow Property (as defined herein) in accordance with and subject to the following Instructions and Terms and Conditions:
WHEREAS, the Company proposes to offer for sale to investors through one or more registered broker-dealers a minimum of 375,000 shares of common stock (hereinafter referred to as the "Securities") (the ?Minimum Offering Amount?) up to a maximum of 1,500,000 shares of common stock (the ?Maximum Offering Amount?) at a price of $2.00 per share (the "Proceeds").
WHEREAS, the Underwriter intends to sell the Securities as the Company's agent on a best-efforts basis for the Securities in a public offering (the "Offering").
WHEREAS, the Company and the Underwriter desire to establish an escrow account in which funds received from subscribers will be deposited pending completion of the escrow period. Tower Trust Company agrees to serve as Escrow Agent in accordance with the terms and conditions set forth herein.
WHEREAS, the term Selected Dealer as used herein shall include the Underwriter and other co-underwriters and/or other selected dealers as part of the selling group. All Selected Dealers shall be bound by this Agreement. However, for purposes of communications and directives, the Escrow Agent must only accept those signed by Alaron Financial Services, Inc.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:
I. INSTRUCTIONS:
1. Establishment of Escrow Account.
On or prior to the Offering Period Commencement Date (as defined below), the parties shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled Freedom Financial Holdings, Inc. - Escrow (the "Escrow Account"). The Selected Dealer will instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent. Any checks received that are made payable to a party other than the Escrow Agent shall be returned to the Selected Dealer who submitted the check.
2. Escrow Property
The property and/or funds deposited or to be deposited with Escrow Agent shall be as follows:
A. Documentation. Concurrently with the execution and delivery hereof, the Company is delivering to the Escrow Agent one fully executed original copy of the Underwriting Agreement and a draft of the registration statement of the Company on Form SB-2 (the "Escrowed Documents"), which represents all of the documents required to be placed in escrow.
B. Escrowed Items. Proceeds received from subscribers will be deposited into the Escrow Account, as defined below, (the Proceeds collectively with the Escrowed Documents hereinafter are referred to as "Escrowed Items").
The foregoing property and/or funds, plus all interest, dividends and other distributions and payments thereon (collectively the ?Distributions?) received by Escrow Agent, less any property and/or funds distributed or paid in accordance with this Escrow Agreement, are collectively referred to herein as ?Escrow Property.?
3. Deposits into the Escrow Account.
The Selected Dealer agrees that it shall promptly deliver all monies received from subscribers for the payment of the Securities to the Escrow Agent by 12 p.m. the following business day for deposit in the Escrow Account together with a written account of each sale, which account shall set forth, among other things, the subscriber's name and address, the number of securities purchased, the amount paid therefor, and whether the consideration received was in the form of a check, draft, or money order. All monies so deposited in the Escrow Account are hereinafter referred to as the "Escrow Amount."
4. Collection Procedure.
A. The Escrow Agent is hereby authorized to forward each check for collection and, upon collection of the proceeds of each check, deposit the collected proceeds in the Escrow Account. As an alternative, the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been paid.
B. Any check returned unpaid to the Escrow Agent shall be returned to the Selected Dealer that submitted the check. In such cases, the Escrow Agent will promptly notify the Company of such return.
C. If the Company rejects any subscription for which the Escrow Agent has already collected funds, the Escrow Agent, as instructed by the Company, shall promptly issue a refund check to the rejected subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber's check for collection, as instructed by the Company the Escrow Agent shall promptly issue a check in the amount of the subscriber's check to the rejected subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected subscriber's check for collection, as instructed by the Company the Escrow Agent shall promptly remit the subscriber's check directly to the subscriber.
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