PURPOSE: This rule provides a form for the escrow of securities pursuant to

15 CSR 30-52.271 Missouri Issuer Registration. Missouri Issuer Registration Escrow Agreement

STATE OF______________________) )SS. COUNTY OF___________________)

THIS AGREEMENT, entered into this ______________day of _________________, 19_____, by and between______________________

______________________________________________________, ________________________________________________________and

___________________________________________________________________________________________(Subscribers, as individuals);

and _______________________________(Issuer); _____________________________________________ (Underwriter or Broker-Dealer);

and _________________________________________, a ______________________________________________________(Escrow Agent),

WITNESSETH, That Whereas, application has been made to the Commissioner of Securities of the State of Missouri (hereinafter called “Commissioner”) for registration of (securities) in the aggregate amount of _____________________________ dollars ($_________________); and WHEREAS, as a condition of permitting the offer and sale of said securities, the Commissioner has required pursuant to 15 CSR 30- 52.271(1)(G) that the proceeds from the sale of said securities be placed into escrow under the terms and conditions hereinafter provided;

NOW, THEREFORE, the parties hereto, in consideration of their consideration of the purchase of said securities by the Subscribers thereto, do hereby covenant and agree as follows:

1. 1. The proceeds from the sale of not more than the first one hundred thousand dollars ($100,000) raised by an issuer in reliance on 15 CSR 30-52.271(1)(G) shall be, immediately upon payment by the Subscribers, delivered by the Issuer, Underwriter or Broker-Dealer to the Escrow Agent, or a combination of them, together with copies of each subscription agreement and a statement setting forth the name and addresses, taxpayer identification number or Social Security number, date, number of (securities) purchased and amount paid by each Subscriber (from whom any part of said money was received by the Issuer, the Underwriter, Broker-Dealer, or a combination of them, and their agents). Checks, drafts, money orders or other remittances not made payable to the Escrow Agent shall be endorsed appropriately and transmitted directly to the Escrow Agent.
2. 2. The proceeds from the sale of said securities shall not become property or assets of the Issuer, nor subject to its debts or obligations, unless and until the Escrow Agent has received written notification from the Commissioner that a copy of an offering document of the Issuer meeting the requirements of 15 CSR 30-52.271(1)(D) has been ordered effective by the Commissioner, and until the Commissioner has authorized the Escrow Agent in writing to release and pay all funds in its possession or custody, subject to this Agreement, to the Issuer or for its account. No funds shall be released from escrow to the Issuer under this Agreement without the written authorization of the Commissioner.
3. 3. After the Escrow Agent has received written notification from the Commissioner that the offering document has been ordered effective and before the Commissioner provides written authorization to the Escrow Agent to release funds from escrow to the Issuer, the Escrow Agent shall file with the Commissioner written notification that all Subscribers have been mailed the Offer of Refund form specified in 15 CSR 30-52.273. Within five (5) business days after receiving written notification from the Commissioner that the offering document has been ordered effective, the Escrow Agent shall send the Offer of Refund by registered or certified mail to each Subscriber. The Escrow Agent shall refund the amount of the Subscriber’s investment plus a pro rata share of interest earned on the escrow account less a pro rata share of escrow fees to be paid to the Escrow Agent from the funds placed in escrow to each Subscriber who does not return the Offer of Refund form marked to indicate refusal of the offer to the Escrow Agent within thirty (30) calendar days after the offer is mailed. Any refund shall be sent by registered or certified mail to the Subscribers no later than five (5) business days after expiration of said (30)-day period.
4. 4. Each subscriber, upon submission of a notarized request to the Escrow Agent, shall be entitled to the return of the amount of their investment plus a pro rata share of interest earned on the account less a pro rata share of escrow fees by registered or certified mail not later than five (5) business days after the receipt of the request by the Escrow Agent. This refund shall be available at any time during the effectiveness of the Escrow Agreement prior to receipt by the Escrow Agent of written notification from the Commissioner that the offering document has been ordered effective.
5. 5. The Issuer shall send a copy of the offering document that has been ordered effective by the commissioner to each Subscriber by registered or certified mail not later than three (3) business days after receiving notification of effectiveness by the Commissioner in writing or otherwise.
6. 6. The Escrow Agent at all times shall maintain a record of all subscriptions, sales and amounts furnished for escrow. All monies delivered to the Escrow Agent shall be deposited in a special trust account, and shall be invested by him/her in investments backed by the full faith and credit of the United States, Federal Deposit Insurance Corporation, or both, insured investments, money market funds, or both. These records and accounts shall be available at all times for inspection, examination and reproduction by the Commissioner, who shall be further authorized by the parties to this Agreement to examine and audit the special trust account.
7. 7. Within ten (10) days after the end of each three (3)-month interval after the execution of this Agreement and during its effectiveness, the Issuer, the Underwriter, or both, shall file reports with the Commissioner containing the name and address of each Subscriber during that period, the amount of securities subscribed for by each Subscriber, the amount paid by each Subscriber, the amount refunded to each subscriber, and the cumulative total of funds derived from the offering subject to escrow under this Agreement.
8. 8. If written notification that the offering document has been ordered effective by the Commissioner has not been provided to the Escrow Agent on or before six (6) months after the date of this Agreement, ____________________________ 19._____________, or such later date as may be authorized in writing by the Commissioner, the Escrow Agent, upon written authorization of the Commissioner, shall return to each Subscriber the amount of their investment plus a pro rata share of interest earned on the account less a pro rata share of escrow fees. Funds returned to the Subscribers under any paragraph of this Agreement shall be paid directly to each, and not through the Issuer.
9. 9. The Escrow Agent shall be entitled to rely on the written instructions of the Commissioner and the Subscribers and shall be fully protected and shall incur no liability when acting in reliance upon these instructions.
10. 10. The Escrow Agent shall be entitled to receive such fees and expenses from the proceeds of the offering as are agreed to between the Issuer and the Escrow Agent.
11. 11. The issuer covenants and agrees, at its expense, to pay and to indemnify and save the Escrow Agent and its respective members, directors, officers, employees and agents harmless from and against all loss, liability, cost, claim, damage or expense (including attorney’s fees and expenses) arising out of the issuance of the securities and this Agreement, provided the loss, liability, cost, claim, damage or expense is not the direct result of the gross negligence or willful misconduct of the Escrow Agent.

IN WITNESS WHEREOF, the parties have executed this Agreement this _______________________ day of _______________ , 19_____.

Subscribers, as individuals:

ATTEST:____________________________________________________________________________________________________________

___________________________________________________

By:________________________________________________ Signature and Title

ATTEST:____________________________________________________________________________________________________________

By:_________________________________________________ Signature and Title

____________________________________________________

ATTEST: ___________________________________________________________________________________________________________

_____________________________________________________

By:_________________________________________________________________________________________________________________ Secretary

Secretary

Secretary ISSUER

UNDERWRITER

ESCROW AGENT

Signature and Title AUTHORITY: section 409.413(a), RSMo (1986).* Original rule filed April 14, 1992, effective Jan. 15, 1993. *Original authority 1967.