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:
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Freehold, New
Jersey 07726
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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