Release of Escrow Property. The Escrow Agent shall disburse the Escrow Property as follows: (a) If either: (i) the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $4.5 million (exclusive of any charges attributable to this Escrow Agreement); or (ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the, Investors in the form of Exhibit C hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Investors in accordance with therewith. (b) If both: (i) the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $4.5 million (exclusive of any charges attributable to this Escrow Agreement); and (ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Escrowee in the form of Exhibit B hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee in accordance with therewith. (c) If : (i) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $7.25 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.4375 million, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Escrowee in the form of Exhibit B hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee in accordance therewith; (ii) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $7 million but less than $7.25 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.25, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 148,222 Escrow Shares to the Escrowee and 74,000 Escrow Shares to the Investors, in the form of Exhibit D hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee and the Investors in accordance therewith; (iii) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $6.75 million but less than $7 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.0625, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 74,000 Escrow Shares to the Escrowee and 148,222 Escrow Shares to the Investors, in the form of Exhibit D hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee and the Investors in accordance therewith; and (iv) The Company’s “after tax net income” for the year ended December 31, 2009 is less than $6.75 million, or the Company’s “cash flow from operations” for the year ended December 31, 2009 is less than $5.0625 million, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Investors in the form of Exhibit C hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Investors in accordance therewith. (d) Until such time as the Escrow Agent has received a disposition notice in accordance with Sections 4(a) through (c), above, the Escrowee shall be entitled to vote the Escrow Shares on all matters submitted to a vote of the Company’s stockholders. The Escrow Agent shall be authorized to tender the certificates evidencing all or a portion of the Escrow Shares to the Company’s transfer agent for denominational breakdown and/or transfer in order to facilitate the performance of its services under this Agreement. Upon disbursement of the Escrow Property as set forth in this Section 4, the obligations of the Escrow Agent under this Agreement shall terminate.
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Sources: Amendment Agreement (China Industrial Waste Management Inc.)
Release of Escrow Property. The Escrow Agent shall disburse the Escrow Property Property, as follows:
(a) If either:
In the event the WHDX Escrow Property and the First Installment of the 11i Escrow Property is deposited with the Escrow Agent within five (i5) business days following the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $4.5 million (exclusive execution of any charges attributable to this Escrow Agreement); or
(ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the, Investors in the form of Exhibit C hereto; and the Escrow Agent shall disburse 222,222 within three (3) business days (i) deliver that part of the WHDX Escrow Shares Property represented by a certificate in the amount of 8,300,000 shares to 11i, and (ii) deliver the funds represented by the First Installment of 11i Escrow Property to the Investors persons, at the location coordinates and in accordance with therewiththe amounts set forth on Exhibit A attached hereto, under the column titled “Amount Paid, 1st”.
(b) If both:
In the event the Escrow Agent does not receive the Second Installment of the 11i Escrow Property within sixty (60) days of the execution of this Escrow Agreement, or ninety (90) days in the event WHDX Extended the payment date to ninety (90) days , within three (3) business days from said sixtieth (60) day, or ninetieth (90) day, as the case may be, (i) the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $4.5 million (exclusive of any charges attributable to this Escrow Agreement); and
(ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Escrowee in the form of Exhibit B hereto; and the Escrow Agent shall disburse 222,222 return the remaining WHDX Escrow Shares Property represented by a certificate for 8,300,000 shares and 8,400,000 shares to WHDX and this Escrow Agreement shall be deemed terminated and no further action shall be required on the Escrowee in accordance with therewithpart of the Escrow Agent.
(c) If :
(i) The Company’s “after tax net income” for In the year ended December 31, 2009 is at least $7.25 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.4375 million, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to event the Escrow Agent written instructions for receives the disposition Second Installment of 222,222 the 11i Escrow Shares to Property within sixty (60) days of the Escrowee in execution of this Escrow Agreement, or ninety (90) days, as the form of Exhibit B hereto; and case may be if Extended, , within three (3) business days from said sixtieth (60) day , or ninetieth (90) day as the case may be if Extended, the Escrow Agent shall disburse 222,222 (i) deliver that portion of the WHDX’s Escrow Shares Property represented by a certificate for 8,300,000 shares to the Escrowee in accordance therewith;
11i’s, and (ii) The Company’s “after tax net income” for deliver the year ended December 31funds represented by the Second Installment of 11i Escrow Property to the persons, 2009 is at least $7 million but less than $7.25 million, the location coordinates and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.25, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then amounts set forth on Exhibit A attached hereto, under the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 148,222 Escrow Shares to the Escrowee and 74,000 Escrow Shares to the Investorscolumn titled “Amount Paid, in the form of Exhibit D hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee and the Investors in accordance therewith;
(iii) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $6.75 million but less than $7 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.0625, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 74,000 Escrow Shares to the Escrowee and 148,222 Escrow Shares to the Investors, in the form of Exhibit D hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee and the Investors in accordance therewith; and
(iv) The Company’s “after tax net income” for the year ended December 31, 2009 is less than $6.75 million, or the Company’s “cash flow from operations” for the year ended December 31, 2009 is less than $5.0625 million, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Investors in the form of Exhibit C hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Investors in accordance therewith2nd”.
(d) Until such time as In the event the Escrow Agent has received a disposition notice in accordance with Sections 4(a) through (c), above, does not receive the Escrowee shall be entitled to vote the Escrow Shares on all matters submitted to a vote Third Installment of the Company’s stockholders. The 11i Escrow Property within ninety (90) days of the execution of this Escrow Agreement, within three (3) business days from said ninetieth (90) day (i) the Escrow Agent shall return the remaining WHDX Escrow Property represented by a certificate for 8,400,000 shares to WHDX and this Escrow Agreement shall be authorized to tender deemed terminated and no further action shall be required on the certificates evidencing all or a part of the Escrow Agent.
(e) In the event the Escrow Agent receives the Third Installment of the 11i Escrow Property within ninety (90) days of the execution of this Escrow Agreement, within three (3) business days from said ninetieth (90) day, the Escrow Agent shall (i) deliver that portion of the WHDX’s Escrow Shares Property represented by a certificate for 8,400,000 shares to 11i’s, and (ii) deliver the funds represented by the Third Installment of 11i Escrow Property to the Company’s transfer agent for denominational breakdown and/or transfer persons, at the location coordinates and in order to facilitate the performance amounts set forth on Exhibit A attached hereto, under the column titled “Amount Paid, 3rd”. Upon disbursement of its services under the Third Installment as described herein, this Agreement. Escrow Agreement shall be deemed terminated and no further action shall be required on the part of the Escrow Agent.
(f) Upon disbursement of the Escrow Property as set forth in this Section 43, the obligations of the Escrow Agent under this Escrow Agreement shall terminate.
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