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INVESTOR RELATIONS ESCROW AGREEMENT

 

This AGREEMENT (this “ Agreement ”) made as of October 16, 2009 by and between China Infrastructure Construction Corporation, a Colorado corporation (the “ Issuer ”), 2361 Campus Drive, Suite 100, Irvine, CA 92612, Anslow & Jaclin, LLP, 195 Route 9 South, 2 nd Floor, Manalapan, NJ 07726 (the “ Escrow Agent ”) and Trillion Growth China General Partner (the “ Subscriber Representative ”).

 

WITNESETH:

 

WHEREAS, the Issuer is offering to the subscribers (the “ Subscribers ”) on a “best efforts” basis, up to $10,000,000 of its common stock, no par value (the “ Purchased Shares ”) at a per share purchase price of $3.90 (the “ Offering ”), in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6), Regulation D and/or Regulation S as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended;

 

WHEREAS, the Issuer proposes to establish an escrow account (the “ Escrow Account ”), which shall include $120,000 of the Offering proceeds to be used for investor relations fees (the “ IR Escrow Amount ”); and the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth;

 

WHEREAS, the Subscribers have appointed Trillion Growth China General Partner as such subscriber’s representative (the “ Subscriber Representative ”) to act on their collective behalf with respect to this Agreement and all amendments thereto.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

 

1.              Appointment of Escrow Agent .  The Issuer and Subscriber Representative hereby appoint Anslow & Jaclin, LLP as escrow agent to act in accordance with the terms and conditions set forth in this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to establish the Bank Account on the terms and subject to the conditions hereinafter set forth.

 

2.              Establishment of the Bank Account .  The Escrow Agent shall establish a non-interest-bearing bank account at the branch of the Bank selected by the Escrow Agent (heretofore defined as the “ Bank Account ”).  The purpose of the Bank Account is for (a) the deposit of the IR Escrow Amount by the Issuer, and (b) the disbursement of collected funds, all as described herein.

 

3.              Delivery of the Escrow Funds .

 

3.1           The Issuer hereby directs the Escrow Agent to allocate the IR Escrow Amount (the “ Escrow Funds ”) separately from the proceeds of the Offering at the closing, to be held and disbursed by the Escrow Agent as provided in this Agreement.  The Escrow Funds shall be held by the Escrow Agent in the Bank Account as follows:

 

 


 

 

 

Bank Address:

Wachovia Bank NA

 

 

800 West Main Street

 

 

 

Freehold, New Jersey 07726

ABA No.:  031201467

Account: Anslow & Jaclin LLP Attorney Trust Account

Account No.:  2000013292968

Attn: Joseph M. Lucosky, Esq.

Reference: China Infrastructure Construction Corporation

 

3.2           For a three (3) year period after the date this Agreement, the Issuer shall replenish the IR Escrow Account on each yearly anniversary of the date hereof, so that the balance of funds in the escrow account should equal the IR Escrow Amount as of that date.

 

4.              Disbursements from the Bank Account .   The Escrow Agent shall hold the Escrow Funds in accordance with the terms of this Agreement. The Escrow Agent shall release the IR Escrow Amount in incremental amounts, pursuant to written instructions by the Issuer, to th


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