Unassociated Document



      Exhibit
        4.1 Letter
        Of
        Escrow Instructions for Rule 419

    

    LETTER
      OF ESCROW INSTRUCTIONS

    


    Rosemary
      Mergenthaler, President

    Custom
      Automated Systems, Inc.

    3
      Wood
      Edge Court 

    Water
      Mill, NY 11976

    


    Re:  Custom
      Automated Systems, Inc. - Rule 419 Escrow

     

    This
      Letter of Escrow Instructions to Michael S. Krome, Esq., which is referred
      to as
“Escrow Agent,” shall immediately and automatically become operative and
      effective upon the commencement of a public distribution of common stock by
      Custom Automated Systems, Inc., which is referred to as the “Company,” as more
      fully described in the prospectus that forms a part of the Company’s Form S-1
      Registration Statement under the Securities Act of 1933 (Registration No.
      333-149194) which is referred to as the “Registration Statement.”

     

    The
      Company will deliver the documents, papers, stock transfer records and other
      property hereinafter described to the Escrow Agent. All such documents, papers,
      stock transfer records and other property are to be held and disposed of by
      the
      Escrow Agent in accordance with the following instructions and upon the terms
      and conditions hereinafter set forth, to which the undersigned
      agree:

     

    1. ESCROW
      PURPOSE:

     

    1.1 This
      Escrow Agreement describes clearing and holding escrow that will be established
      by Custom Automated Systems, Inc., of Water Mill, New York, (the “Company”) and
      all current stockholders of the Company (the “Founders”) in accordance with the
      requirements of Securities and Exchange Commission Rule 419, adopted
      pursuant to the provisions of Section 7(b) of the Securities Act of 1933. The
      Company, the Founders and the Escrow Agent are the only parties to this
      Agreement.

     

    1.2 In
      connection with the distribution described in the Registration Statement (the
      “Distribution”), the Founders may transfer certain shares of the Company’s $.001
      par value common stock (the “Common Stock”) to various classes of transferees as
      more fully described in the definitive prospectus that will be issued upon
      receipt of an order of effectiveness for the Registration Statement (the
“Prospectus).

     

    1.3 The
      purpose of the escrow shall be to hold and ultimately distribute up to 1,157,000
      shares of Common Stock (the “Gift Shares” or “Escrowed Assets”) to various
      individuals and organizations selected by them in accordance with the terms
      of
      Sections 4 through 6 this Escrow Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4 This
      Escrow Agreement constitutes an essential element of the Company’s proposed
      public offering of securities and is required by Securities and Exchange
      Commission Rule 419. The Company and the Founders shall, at all times,
      conduct all of their activities relating to the Rule 419 escrow created
      hereby in strict compliance with the letter and the spirit of Rule 419. In
      the event of any inconsistency between the terms of this Escrow Agreement and
      the requirements of Rule 419, the requirements of Rule 419 shall have
      priority. The Escrow Agent shall have no duty to monitor or ensure compliance
      with the requirements of Rule 419, that being the sole responsibility of the
      Company and the Founders.

     

    2. ESCROW
      DEPOSITS:

     

    2.1 The
      Escrow Agent shall accept deposits to the Escrow Account at the time and in
      the
      manner specified in paragraph 2.2. All securities delivered to the Escrow Agent
      shall, upon delivery, automatically become subject to the provisions of this
      Escrow Agreement.

     

    2.2 Upon
      completion of the gift share distribution, the Founders shall jointly execute
      and deliver to the Escrow Agent a schedule that identifies the specific Gift
      Share transfers made by each Founder. When the Escrow Agent receives the duly
      authenticated documents evidencing the distribution of the Gift Shares, the
      identity of the Donees and complete information respecting the Donee’s name,
      mailing address and taxpayer identification number, the Escrow Agent shall
      examine the documentation to confirm that the stockholder information complies
      in all particulars with the supporting schedules and the Company shall promptly
      correct any errors, omissions or inconsistencies noted by the Escrow Agent.
      When
      all documents of transfer have been examined and approved by the Escrow Agent,
      the Gift Shares shall be promptly re-registered in the names of individual
      Donees by the Company, or if a transfer agent is appointed for the Company,
      by
      the transfer agent. 

     

    2.3 Additional
      escrow deposits in the form of duly authenticated documents evidencing the
      planned resale or transfer of Founders’ Shares may be made from time to time
      during the term of this Agreement. When any of the Founders enter into an
      agreement to sell all or any part of the Founders’ Shares, they shall promptly
      deliver duly authenticated copies of the applicable agreements to the Escrow
      Agent. All such securities shall remain registered in the name of the Founders,
      but the Escrow Agent’s records shall be annotated to appropriately reflect the
      rights of the potential purchaser. All contracts for the sale of Founders Shares
      shall be contingent upon the successful closing of an acquisition and be
      accompanied by such additional documentation as the Company, the Founders and
      the Escrow Agent deem necessary or desirable to comply with the requirements
      of
      Rule 419, or otherwise provide for the efficient performance of the Escrow
      Agent’s duties hereunder.

     

    2.4 All
      stock
      securities delivered to the Escrow Agent pursuant to the provisions of this
      Section 2 shall be held and disposed of by Escrow Agent in accordance with
      the
      following instructions and upon the terms and conditions set forth
      herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. TERMINATION
      AND DISBURSEMENTS:

     

    3.1 If
      the
      Company has not negotiated an acquisition transaction, filed a post-effective
      amendment to its registration statement, successfully completed a reconfirmation
      offering meeting the requirements of Rule 419 and closed on the acquisition
      agreement within 18 months after the effective date of its registration
      statement (the “Final Termination Date”), the Escrow Agent shall:

     

    (a) Return
      all Gift Shares to the Founders; and

     

    (b) Return
      all Founders’ Shares to the Founders.

     

    When
      all
      Gift Shares and Founders’ Shares have been returned to the Founders in
      accordance with the provisions of this Paragraph 3.1, this Escrow Agreement
      will
      terminate.

     

    3.2 If
      the
      Company negotiates an acquisition, files a post-effective amendment to its
      registration statement and conducts a reconfirmation offering meeting the
      requirements of Rule 419; and the terms of such offering are not accepted
      by the number of Gift Share Donees specified in the definitive prospectus
      included in the Company’s post-effective amendment, the Company shall
      immediately notify the Escrow Agent that the terms of its reconfirmation
      offering have been rejected by the Gift Share Donees and the Escrow Agent
      shall:

     

    (a) Return
      all Gift Shares to the Founders; and

     

    (b) Return
      all Founders’ Shares to the Founders.

     

    When
      all
      securities have been returned to the Founders in accordance with the provisions
      this Paragraph 3.2, this Escrow Agreement will terminate.

     

    3.3 If
      the
      Company negotiates an acquisition, files a post-effective amendment to its
      registration statement and conducts a reconfirmation offering meeting the
      requirements of Rule 419 and the terms of such offering are accepted by the
      number of Gift Share Donees specified in the definitive prospectus included
      in
      the Company’s post-effective amendment, the Company shall promptly deliver, or
      cause to be delivered, to the Escrow Agent:

     

    (a) A
      copy of
      the definitive prospectus included in its post-effective amendment and used
      in
      connection with the reconfirmation offering;

     

    (b) A
      schedule setting forth the identity of each Donee who has approved the terms
      of
      the reconfirmation offering in writing; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) A
      schedule setting forth the identity of each Donee who has rejected the terms
      of
      the reconfirmation offering in writing or otherwise failed to execute a
      reconfirmation agreement within the time limits specified in the definitive
      prospectus.

     

    Upon
      receipt of the foregoing documentation, the Escrow Agent shall return to the
      Founders all securities registered in the names of Donees who refused or failed
      to execute a reconfirmation agreement within the time limits specified in the
      definitive prospectus. Gift Shares held on behalf of Donees who approved the
      reconfirmation offering shall be retained in escrow until the conditions of
      Section 3.4 are satisfied.

    


    3.4 If
      the
      Company satisfies the conditions of Paragraph 3.3, actually closes the business
      combination described in the post-effective amendment to its registration
      statement and delivers to the Escrow Agent a Certificate signed by the President
      and Secretary that all conditions precedent to the final release of stock
      certificates set forth in Rule 419(e)(3) have been satisfied, the Escrow
      Agent shall:

     

    (a) Mail
      stock certificates to each Donee who received Common Stock in connection with
      the Gift Share distribution and subsequently executed a reconfirmation
      agreement; and

     

    (b) Deliver
      stock certificates for the Founders’ Shares to the closing agents specified in
      the associated stock purchase agreements; but only if a closing agent was
      specified in the purchase agreement delivered to the Escrow Agent. In the event
      that a closing agent was not so specified, the Escrow Agent shall retain
      possession of the stock certificates pending its receipt of joint written
      instructions from the Founders and the purchasers of Founders
      Shares.

     

    When
      all
      securities and Escrow Funds deposited with the Escrow Agent have been disbursed
      in accordance with the provisions of this Paragraph 3.4, this Escrow Agreement
      will terminate.

     

    4. NO
      MODIFICATION:

     

    4.1 After
      the
      effective date of the Registration Statement, these instructions shall not
      be
      modified, rescinded or amended without the written consent of each Donee and
      each purchaser of Founders’ Shares who may be adversely affected by such
      modification, rescission or amendment.

     

    5. GENERAL
      PROVISIONS:

     

    5.1 All
      parties understand and agree that Escrow Agent is not a principal, participant,
      or beneficiary of the underlying transaction that necessitates this Escrow
      Agreement. The Escrow Agent shall be obligated only for the performance of
      such
      duties as are specifically set forth herein and may rely and shall be protected
      in acting or refraining from acting on any instrument believed by it to be
      genuine and to have been signed or presented by the proper party or parties,
      their officers, representatives or agents. The Escrow Agent shall not be liable
      for any action taken or omitted by it in good faith and believed by it to be
      authorized hereby, nor for action taken or omitted by it in accordance with
      the
      advice of its counsel. Escrow Agent shall be responsible for holding, investing
      and disbursing the Escrowed Assets pursuant to the Escrow Agreement, but in
      no
      event shall be liable for any exemplary or consequential damages in excess
      of
      Escrow Agent’s fee hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2 Unless
      otherwise provided herein, the Escrow Agent shall accept, hold and distribute
      the Escrowed Assets pursuant to this Escrow Agreement. Acceptance of the
      Escrowed Assets shall be communicated by Escrow Agent to parties in writing
      as
      soon as practicable after receipt, and any discrepancies shall be noted to
      Escrow Agent by the parties in writing within forty five (45) days of receiving
      such communication. Failure to note any discrepancies shall be deemed
      confirmation of the description of Escrowed Assets listed on the report
      regardless of any variations from the original schedule.

     

    5.3 Should
      any controversy arise between the undersigned with respect to this Escrow
      Agreement or with respect to the right to receive the Escrowed Assets, Escrow
      Agent shall have the right to consult counsel and/or to institute a bill of
      interpleader in any court of competent jurisdiction to determine the rights
      of
      the parties. In the event it is a party to any dispute, Escrow Agent shall
      have
      the additional right to refer such controversy to binding arbitration. Should
      such actions be necessary, or should Escrow Agent become involved in litigation
      in any manner whatsoever on account of this Escrow Agreement or the Escrowed
      Assets, the undersigned hereby bind and obligate themselves, their heirs and
      legal representatives to pay Escrow Agent, in addition to any charge made
      hereunder for acting as Escrow Agent, reasonable attorney’s fees incurred by
      Escrow Agent, and any other disbursements, expenses, losses, costs and damages
      in connection with and resulting from such actions.

     

    5.4 The
      Escrow Agent shall have no liability under, or duty to inquire beyond the terms
      and provisions of the Escrow Agreement, and it is agreed that its duties are
      purely ministerial in nature, and that the Escrow Agent shall incur no liability
      whatsoever except for its own willful misconduct or gross negligence so long
      as
      it has acted in good faith. The Escrow Agent shall not be bound by any
      modification, amendment, termination, cancellation, rescission or supersession
      of this Escrow Agreement unless the same shall be in writing and signed by
      all
      of the other parties hereto and, if its duties as Escrow Agent hereunder are
      affected thereby, unless it shall have given prior written consent thereto.
      IN
      NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR ANY SPECIAL, INDIRECT OR
      CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT
      LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF
      ACTION.

     

    5.5 The
      Escrow Agent may at any time resign hereunder by giving written notice of its
      resignation to the other parties hereto, at their address set forth herein,
      at
      least ten (10) days prior to the date specified for such resignation to take
      effect, and upon the effective date of such resignation, the Escrowed Assets
      hereunder shall be delivered to such person as may be designated in writing
      by
      the parties executing this Escrow Agreement, whereupon all the Escrow Agent’s
      obligations hereunder shall cease and terminate. The Escrow Agent’s sole
      responsibility until such termination shall be to keep safely all Escrowed
      Assets and to deliver the same to a person designated by the parties executing
      this Escrow Agreement or in accordance with the directions of a final order
      or
      judgment of a court of competent jurisdiction.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.6 The
      parties agree to jointly and severally indemnify, defend and hold the Escrow
      Agent harmless from and against any and all loss, damage, tax, liability and
      expense that may be incurred by the Escrow Agent arising out of or in connection
      with its acceptance or appointments as Escrow Agent hereunder, including costs
      and expenses of defending itself against any claim or liability in connection
      with its performance hereunder. The obligations of the parties under this
      Section 5.6 shall survive the termination of this Letter of Escrow Instructions
      and the resignation or removal of the Escrow Agent.

     

    5.7 The
      parties jointly and severally agree to pay to the Escrow Agent its fees for
      the
      services rendered pursuant to the provisions of this Escrow Agreement and will
      reimburse the Escrow Agent for reasonable expenses, including reasonable
      attorney’s fees incurred in connection with the negotiations, drafting and
      performance of such services. Except as otherwise noted, this fee covers account
      acceptance, set up and termination expenses; plus usual and customary related
      administrative services such as safekeeping, investment and payment of funds
      specified herein or in the exhibits attached. Activities requiring excessive
      administrator time or out-of-pocket expenses such as optional substitution
      of
      collateral or securities shall be deemed extraordinary expenses for which
      related costs, transaction charges, and additional fees will be billed at Escrow
      Agent’s standard charges for such items. A fee schedule has been provided to all
      parties to this Escrow Agreement.

     

    5.8 Escrow
      Agent is hereby given a lien on all Escrowed Assets for all fees, expenses
      and
      indemnification payments that may become owing to Escrow Agent hereunder, which
      lien may be enforced by Escrow Agent by setoff or appropriate foreclosure
      proceedings.

     

    5.9 The
      parties warrant to the Escrow Agent that there are no Federal, State or local
      tax liability or filing requirements whatsoever concerning the Escrow Agent’s
      actions contemplated hereunder and warrant and represent to the Escrow Agent
      that the Escrow Agent has no duty to withhold or file any report of any tax
      liability under any Federal of State income tax, local or State property tax,
      local or State sales or use taxes, or any other tax by any taxing authority.
      The
      parties hereto agree to jointly and severally indemnify the Escrow Agent fully
      for any tax liability, penalties or interest incurred by the Escrow Agent
      arising hereunder and agree to pay in full any such tax liability together
      with
      penalty and interest if any tax liability is ultimately assessed against the
      Escrow Agent for any reason as a result of its action hereunder (except for
      the
      Escrow Agent’s individual income tax liability arising from its income
      fees).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.10 The
      Escrow Agent shall have no liability for loss arising from any cause beyond
      its
      control, including, but not limited to, the following: (a) the act, failure
      or
      neglect of any agent or correspondent selected by the Escrow Agent or the
      parties hereto; (b) any delay, error, omission or default connected with the
      remittance of funds; (c) any delay, error, omission or default of any mail,
      telegraph, cable or wireless agency or operator; and (d) the acts or edicts
      of
      any government or governmental agency or other group or entity exercising
      governmental powers.

     

    5.11 This
      Escrow Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York.

     

    6. NOTICES:

     

    6.1 All
      notices, demands, requests or payments provided for or given pursuant to this
      Escrow must be in writing or facsimile. All such notices shall be deemed to
      have
      been properly given or served by personal delivery or by depositing the same
      in
      the United States mail addressed to the person entitled to receive such notice
      at the address set forth below.

     

    To
      the Company and Founders

    


    Rosemary
      Mergenthaler, President

    Custom
      Automated Systems, Inc.

    3
      Wood
      Edge Court 

    Water
      Mill, NY 11976

    (631)
      506-5003

    


    To
      the Escrow Agent

    Michael
      S. Krome, Esq.

    8
      Teak
      Court

    Lake
      Grove, New York 11755

    (631)
      737-8381

     

    6.2 All
      notices shall be effective when received.

     

    Approved
      and accepted by the Company and the Escrow Agent this 2nd
      day of June 2008

     

    Custom
      Automated Systems, Inc.

    


    
      	   

	
              By:

            	
              Rosemary
                Mergenthaler, President

            


    

    


    
      	  



    

    Michael
      S. Krome, Esq., as Escrow Agent

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Approved
      and accepted by the Founders this 2nd
      Day of June 2008

    


    
      	  



    

    Rosemary
      Mergenthaler

     

    
      	  



    

    Ruediger
      Albrecht

    


    Arctic
      Corporate, Limited

     

    
      	  



    

    By: