ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into
as of
April 14, 2005 by TRUST LICENSING, INC., a
Delaware corporation (the "Company");
CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor");
and DAVID GONZALEZ, ESQ. (the "Escrow
Agent").
BACKGROUND
WHEREAS, the Company and the Investor have entered into a
Standby
Equity Distribution Agreement (the "Standby
Equity Distribution Agreement")
dated as of the date hereof, pursuant to
which the Investor will purchase the
Company's Common Stock, par value US$0.0001
per share (the "Common Stock"), at a
price per share equal to the Purchase
Price, as that term is defined in the
Standby Equity Distribution Agreement, for
an aggregate price of up to Ten
Million U.S. Dollars ($10,000,000). The
Standby Equity Distribution Agreement
provides that on each Advance Date, as that
term is defined in the Standby
Equity Distribution Agreement, the Investor
shall deposit the Advance pursuant
to the Advance Notice in a segregated
escrow account to be held by Escrow Agent
and the Company shall deposit shares of the
Company's Common Stock, which shall
be purchased by the Investor as set forth
in the Standby Equity Distribution
Agreement, with the Escrow Agent, in order
to effectuate a disbursement to the
Company of the Advance by the Escrow Agent
and a disbursement to the Investor of
the shares of the Company's Common Stock by
Escrow Agent at a closing to be held
as set forth in the Standby Equity
Distribution Agreement (the "Closing").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse
the
funds and the shares of the Company's
Common Stock deposited with it in
accordance with the terms of this
Agreement.
WHEREAS, in order to establish the escrow of funds and shares to
effect
the provisions of the Standby Equity
Distribution Agreement, the parties hereto
have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby
agreed
as follows:
Definitions. The following terms shall have the following
meanings when used herein:
"Escrow Funds" shall mean the Advance funds deposited with the
Escrow Agent pursuant to this
Agreement.
"Joint Written Direction" shall mean a written
direction executed by the Investor and
the Company directing Escrow Agent to
disburse all or a portion of the Escrow
Funds or to take or refrain from taking any
action pursuant to this Agreement.
"Common Stock Joint Written Direction" shall mean a
written direction executed by the
Investor and the Company directing
Investor's Counsel to disburse all or a
portion of the shares of the Company's
Common Stock or to refrain from taking
any action pursuant to this Agreement.
Appointment of and Acceptance by Escrow Agent.
---------------------------------------------
The Investor and the Company hereby appoint Escrow Agent to
serve as Escrow Agent hereunder. Escrow
Agent hereby accepts such appointment
and, upon receipt by wire transfer of the
Escrow Funds in accordance with
Section 3 below, agrees to hold, invest and
disburse the Escrow Funds in
accordance with this Agreement.
The Investor and the Company hereby appoint the
Escrow Agent to serve as the holder of
the shares of the Company's Common Stock
which shall be purchased by the
Investor. The Escrow Agent hereby accepts
such appointment and, upon receipt via
D.W.A.C or the certificates representing of
the shares of the Company's Common
Stock in accordance with Section 3 below,
agrees to hold and disburse the shares
of the Company's Common Stock in accordance
with this Agreement. The Escrow
Agent shall not receive except as specified
in Section 12.4(a) of the Standby
Equity Distribution Agreement.
The Company hereby acknowledges that the Escrow Agent
is general counsel to the
Investor, a partner in the general partner
of the Investor and counsel to the
Investor in connection with the
transactions contemplated and referenced herein
and will be acting as the escrow agent for
shares of the Company's Common Stock
as outlined herein. The Company agrees that
in the event of any dispute arising
in connection with this Escrow Agreement or
otherwise in connection with any
transaction or agreement contemplated and
referenced herein, the Escrow Agent
shall be permitted to continue to represent
the Investor and the Company will
not seek to disqualify such counsel.
Creation of Escrow Account/Common Stock Account.
On or prior to the date of this Agreement the Escrow Agent
shall establish an escrow account for the
deposit of the Escrow Funds entitled
as follows: Trust Licensing, Inc./Cornell
Capital Partners, LP. The Investor
will wire funds to the account of the
Escrow Agent as follows:
Bank:
Wachovia Bank, N.A.
Routing #:
031201467
Account #:
2000014931134
Name on Account:
David Gonzalez PC Attorney Escrow Account
Name on Sub-Account: Trust Licensing,
Inc./Cornell Capital Partners, LP Escrow
account
On or prior to the date of this
Agreement the Escrow Agent shall
establish an
account for the D.W.A.C. of the shares of Common Stock. The Company will
D.W.A.C. shares of the Company's Common
Stock to the account of the Escrow Agent
as follows:
Brokerage Firm: Sloan Securities
Corp.
Clearing House: Fiserv
Account #:
56887298
DTC #:
0632
Name on Account: David Gonzalez Escrow
Account
Deposits into the Escrow Account. The Investor agrees that it
shall
promptly deliver all monies for the payment
of the Common Stock to the Escrow
Agent for deposit in the Escrow
Account.
Disbursements from the Escrow Account.
At such time as Escrow Agent has collected and deposited
instruments of payment in the total amount
of the Advance and has received such
Common Stock via D.W.A.C from the Company
which are to be issued to the Investor
pursuant to the Standby Equity Distribution
Agreement, the Escrow Agent shall
notify the Company and the Investor. The
Escrow Agent will continue to hold such
funds until the Investor and Company
execute and deliver a Joint Written
Direction directing the Escrow Agent to
disburse the Escrow Funds pursuant to
Joint Written Direction at which time the
Escrow Agent shall wire the Escrow
Funds to the Company. In disbursing such
funds, Escrow Agent is authorized to
rely upon such Joint Written Direction from
Company and may accept any signatory
from the Company listed on the signature
page to this Agreement and any
signature from the Investor that Escrow
Agent already has on file. Simultaneous
with delivery of the executed Joint Written
Direction to the Escrow Agent the
Investor and Company shall execute and
deliver a Common Stock Joint Written
Direction to the Escrow Agent directing the
Escrow Agent to release via D.W.A.C
to the Investor the shares of the Company's
Common Stock. In releasing such
shares of Common Stock the Escrow Agent is
authorized to rely upon such Joint
Written Direction from Company and may
accept any signatory from the Company
listed on the signature page to this
Agreement and any signature from the Escrow
Agent has on file.
In the event the Escrow Agent does not receive the amount of
the
Advance from the Investor or the shares of
Common Stock to be purchased by the
Investor from the Company, the Escrow Agent
shall notify the Company and the
Investor.
In the event that the Escrow Agent has not received the Common
Stock to
be purchased by the Investor from the
Company, in no event will the Escrow Funds
be released to the Company until such
shares are received by the Escrow
Agreement. For purposes of this Agreement,
the term "Common Stock certificates"
shall mean Common Stock certificates to be
purchased pursuant to the respective
Advance Notice pursuant to the Standby
Equity Distribution Agreement.
Deposit of Funds. The Escrow Agent is hereby authorized to
deposit the wire transfer proceeds in the
Escrow Account.
Suspension of Performance: Disbursement Into Court.
Escrow Agent. If at any time, there shall exist any dispute
between the Company and the Investor with
respect to holding or disposition of
any portion of the Escrow Funds or the
Common Stock or any other obligations of
Escrow Agent hereunder, or if at any time
Escrow Agent is unable to determine,
to Escrow Agent's sole satisfaction, the
proper disposition of any portion of
the Escrow Funds or Escrow Agent's proper
actions with respect to its
obligations hereunder, or if the parties
have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of
resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent
to act hereunder, then Escrow Agent
may, in its sole discretion, take either or
both of the following actions:
Suspend the performance of any of its
obligations (including
without limitation
any disbursement obligations) under this Escrow
Agreement until such dispute or
uncertainty shall be resolved to the sole
satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow
Funds in
accordance
with Section 8 hereof; and/or
Petition (by means of an interpleader
action or any other
appropriate
method)
any court of competent jurisdiction in any
venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court,
for holding and
disposition in accordance
with the instructions of such court,
all funds held by it
in the Escrow Funds,
after deduction and payment to Escrow Agent
of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection
with performance of its duties and the
exercise of its rights hereunder.
Escrow Agent shall have no liability to the
Company, the Investor, or any person
with respect to any such suspension of
performance or
disbursement into
court,
specifically including any liability or claimed
liability that may arise, or be
alleged to have arisen, out of or as a result of any delay
in the
disbursement
of funds held in the Escrow Funds or any delay in with
respect to any other
action required or requested of Escrow
Agent.
Investment of Escrow Funds. The Escrow
Agent shall deposit the Escrow Funds in a
non-interest bearing money market
account.
If Escrow Agent has not received a Joint Written Direction at any
time
that an investment decision must be made,
Escrow Agent may retain the Escrow
Fund, or such portion thereof, as to which
no Joint Written Direction has been
received, in a non-interest bearing money
market account.
Resignation and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties
hereunder at any time by giving thirty
(30) days' prior written notice to the
parties or may be removed, with or
without cause, by the parties, acting
jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by
the giving of ten (10) days' prior
written notice to Escrow Agent as provided
herein below. Upon any such notice of
resignation or removal, the representatives
of the Investor and the Company
identified in Sections 13a.(iv) and
13b.(iv), below, jointly shall appoint a
successor Escrow Agent hereunder, which
shall be a commercial bank, trust
company or other financial institution with
a combined capital and surplus in
excess of US$10,000,000.00. Upon the
acceptance in writing of any appointment of
Escrow Agent hereunder by a successor
Escrow Agent, such successor Escrow Agent
shall thereu
