Escrow Deposit. (a) The Buyer has deposited and will continue to deposit funds (the "Escrow Funds"), by wire transfer of immediately available funds, with the Escrow Agent pursuant to Section 2.02 of the Purchase Agreement and the instructions attached hereto as Appendix A. The Escrow Agent shall hold the Escrow Funds in the attorney escrow bank account noted on Appendix A, in the name of The Magri Law Firm, PLLC, as Escrow Agent for Company and Buyer (the "Escrow Account"), subject to the terms and conditions... of this Agreement. The Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the express terms and conditions of this Agreement and the Purchase Agreement. (b) Prior to each Closing, and as a condition precedent to consummating the respective Closing under the Purchase Agreement, the Company, Promoter and/or Selling Stockholders, as the case may be, will place into escrow with the Escrow Agent certificate(s) evidencing the amount of Shares being purchased by Buyer in the Closing, properly endorsed to permit the transfer thereof to the Buyer, free of any and all Encumbrances (the "Escrow Shares"). The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Shares except in accordance with the express terms and conditions of this Agreement and the Purchase Agreement.View More
