Unassociated Document


    ESCROW
      AGREEMENT

    


    (For
      the Self-Underwritten Public Offering 

    of
      Pinpoint Recovery Solutions Corp.)

    


    THIS
      ESCROW AGREEMENT, dated as of January 17, 2008, is entered into by and between
      Pinpoint Recovery Solutions Corp., a Delaware corporation (the “Company”),
      and
      American Stock Transfer (the “Escrow
      Agent”).

    


    WITNESSETH:

    


    WHEREAS,
      pursuant to the terms of a Registration Statement on Form SB-2 filed by the
      Company with the Securities and Exchange Commission (the “Commission”)
      on
      October 26, 2007 (File No. 333-146970), as the same may be amended from time
      to
      time before and/or after declaration by the Commission of the effectiveness
      thereof (the “Registration
      Statement”),
      the
      Company desires to offer for sale to the public on a self-underwritten basis
      (the “Offering”)
      a
      minimum of 333,334 shares (“Minimum”)
      and a
      maximum of 1,666,667 shares (“Maximum”)
      of its
      common stock, par value $0.001 per share (the “Shares”),
      at a
      price per share of $3.00 (the “Purchase
      Price”),
      or an
      aggregate of $1 million if the Minimum are sold (“Minimum
      Amount”)
      or an
      aggregate of $5 million if the Maximum are sold (“Maximum
      Amount”);

    


    WHEREAS,
      the Offering shall commence after declaration by the Commission of the
      effectiveness of the Registration Statement and shall terminate on or before
      5:00 p.m. New York time on the 90th
      day
      thereafter, unless extended by the Company for up to an additional 90-day period
      (the “Termination
      Date”),
      provided that the Minimum has been accepted prior to the Termination Date (if
      and as so extended, the “Final
      Termination Date”);
      and

    


    WHEREAS,
      the Company desires to establish an escrow account with Escrow Agent into which
      payments of the Purchase Price of up to one hundred twenty (120) persons
      subscribing for Shares in the Offering shall be deposited, by wire transfer,
      check or other instruments for the payment of money made payable to the order
      of
“American
      Stock Transfer, as Escrow Agent for Pinpoint Recovery Solutions
      Corp.”
and
      Escrow Agent is willing to accept the same for the payment of money in
      accordance with the terms herein set forth; 

    


    NOW,
      THEREFORE, IT IS AGREED as follows:

    


    1. Delivery
      Of Escrow Funds.
      

    


    (a)(i)
      Subscribers for the purchase of Shares (“Subscribers”)
      shall
      be directed pursuant to the Registration Statement to deliver to the Escrow
      Agent checks received from Subscribers made payable to the order of
“American
      Stock Transfer, as Escrow Agent for Pinpoint Recovery Solutions
      Corp.”
The
      Escrow Agent may also receive money from Subscribers by means of wire transfer,
      whereby money shall be wired to “American
      Stock Transfer, as Escrow Agent for Pinpoint Recovery Solutions
      Corp.,”
in
      accordance with wire transfer instructions provided by the Escrow Agent to
      the
      Subscriber upon request by the Subscriber. 

    


    (ii)
      The
      Company shall provide to the Escrow Agent the name, address and social security
      number or taxpayer identification number corresponding to each individual or
      entity making payment.

     

    (iii) All
      such
      funds, whether received by check, wire or otherwise, shall be deposited into
      a
      non interest-bearing account at American Stock Transfer entitled “American
      Stock Transfer, as Escrow Agent for Pinpoint Recovery Solutions
      Corp.”
(the
      “Escrow
      Account”).
      Subscriptions shall be accepted by the Escrow Agent until 5:00 p.m. (Eastern
      time) on the Termination Date (if not extended) or Final Termination Date (if
      extended).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      collected funds deposited into the Escrow Account are referred to as the
“Escrow
      Funds.”

    


    (c) The
      Escrow Agent shall have no duty or responsibility to enforce the collection
      or
      demand payment of any funds deposited into the Escrow Account. If, for any
      reason, any check deposited into the Escrow Account shall be returned unpaid
      to
      the Escrow Agent, the sole duty of the Escrow Agent shall be to return the
      check
      to Subscriber and advise the Company promptly thereof.

    
2. Release
      of Escrow Funds.
      The
      Escrow Funds shall be paid by the Escrow Agent in accordance with the
      following:

    


    (a) Withdrawal
      of the Offering.
      If the
      Company advises the Escrow Agent in writing that the Offering has been
      withdrawn, the Escrow Agent shall return the funds paid by each Subscriber
      to
      said Subscriber without interest or deduction, penalty or expense; 

    


    (b) Extension
      of the Offering.
      If
      prior to 5:00 P.M. (Eastern time) on the Termination Date, the Escrow Agent
      receives written notification, in form of Exhibit
      A
      attached
      hereto, signed by the Company stating that the Termination Date has been
      extended for up to 90 additional days, or any date prior to the Final
      Termination Date, the date shall be so extended. If the Termination Date or
      the
      date stated in Exhibit
      A
      is not a
      banking day, then the Termination Date or the Final Termination Date, as
      applicable, shall be the following banking day. A “banking day” is any day other
      than a Saturday, Sunday or a day that the Bank is not legally obligated to
      be
      open in New York City, New York.

    


    (c) Upon
      Receipt of Minimum Amount.
      If,
      prior to the Termination Date or the Final Termination Date (as applicable),
      the
      Escrow Agent has received Escrow Funds by 5:00 p.m. (Eastern time) at least
      equal to the Minimum Amount, the Escrow Agent shall, upon receipt
      of:

    


    (i)
      written instructions from the Company, in the form of Exhibit B attached hereto
       authorizing
      and directing the payment of the Escrow Funds and the issuance to the
      Subscribers of  certificates
      representing the common stock of the Company, and

    


    (ii)
      an
      opinion of Company’s legal counsel (a) that all conditions for the release of
      the  Escrow
      Funds have been met and that the Escrow Agent is therefore authorized to release
      the  funds,
      and (b) as to the fully paid, validly issued and non-assessable nature of the
      Shares as well  as
      to
      their having been issued pursuant to an effective registration statement, and
      such other  customary
      language as the Escrow Agent may reasonably request;

    


    pay
      the
      Escrow Funds as directed by the Company, such payment or payments to be made
      by
      wire transfer or bank check, and issue such certificates to the
      Subscribers.

    


    (d)   (i) If
      by
      5:00 P.M. (Eastern time) on a date which is no later than seven (7) banking
      days
      after the Termination Date (if not extended) or Final Termination Date (if
      extended), the Escrow Agent has not received written instructions from the
      Company regarding the disbursement of the Escrow Funds that have been received
      in an amount equal to at least the Minimum Amount, the Escrow Agent shall
      release the Escrow Funds to the Company; or

    


    (ii) if
      by
      5:00 P.M. (Eastern time) on a date which is no later than seven (7) banking
      days
      after the Termination Date (if not extended) or Final Termination Date (if
      extended), the Escrow Agent has not received Escrow Funds in an amount at least
      equal to the Minimum Amount, then the Escrow Agent shall promptly return the
      Escrow Funds to the Subscribers and so notify the Company in writing;


    


    it
      being
      understood, in either case, that the seven (7) banking days are being provided
      to accommodate the clearing of Escrow Funds which have been properly deposited
      into the Escrow Account prior to the Termination Date (if not extended) or
      Final
      Termination Date (if extended). The instructions to disburse Escrow Funds as
      Exhibit
      B
      may be
      delivered anytime within 7 banking days after the Termination Date (if not
      extended) or Final Termination Date (if extended), and Escrow Funds shall not
      be
      sent back to Subscribers by the Escrow Agent until after such date.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) The
      Escrow Agent shall not be required to pay any uncollected funds or any funds
      that are not available for withdrawal.

    


    3. Acceptance
      by Escrow Agent.
      The
      Escrow Agent hereby accepts and agrees to perform its obligations hereunder,
      provided that:

    


    (a) The
      Escrow Agent may act in reliance upon any signature believed by it to be
      genuine, and may assume that any person who has been designated by the Company
      to give any written instructions, notice or receipt, or make any statements
      in
      connection with the provisions hereof has been duly authorized to do so. Escrow
      Agent shall have no duty to make inquiry as to the genuineness, accuracy or
      validity of any statements or instructions or any signatures on statements
      or
      instructions. The names and true signatures of each individual authorized to
      act
      singly on behalf of the Company are stated in Schedule
      A,
      which
      is attached hereto and made a part hereof. The Company may each remove or add
      one or more of its authorized signers stated on Schedule A by notifying the
      Escrow Agent in accordance with this Agreement of such change, which notice
      shall include the true signature for any new authorized
      signatories.

    


    (b) The
      Escrow Agent may act relative hereto in reliance upon advice of counsel in
      reference to any matter connected herewith. The Escrow Agent shall not be liable
      for any mistake of fact or error of judgment or law, or for any acts or
      omissions of any kind, unless caused by its willful misconduct or gross
      negligence.

    


    (c) The
      Company shall indemnify and hold the Escrow Agent harmless from and against
      any
      and all claims, losses, costs, liabilities, damages, suits, demands, judgments
      or expenses (including but not limited to attorney’s fees) claimed against or
      incurred by Escrow Agent arising out of or related, directly or indirectly,
      to
      the Escrow Agreement, unless such claim is due to the willful misconduct or
      gross negligence of the Escrow Agent.

    


    (d) If
      the
      Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow
      Agent shall be entitled to (i) refrain from taking any action other than to
      keep
      safely the Escrow Funds until it shall be directed otherwise by a court of
      competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent
      jurisdiction.

    


    (e) The
      Escrow Agent shall have no duty, responsibility or obligation to interpret
      or
      enforce the terms of any agreement other than Escrow Agent’s obligations
      hereunder, and the Escrow Agent shall not be required to make a request that
      any
      monies be delivered to the Escrow Account, it being agreed that the sole duties
      and responsibilities of the Escrow Agent shall be to the extent not prohibited
      by applicable law (i) to accept checks or other instruments for the payment
      of
      money and wire transfers delivered to the Escrow Agent for the Escrow Account
      and deposit said checks and wire transfers into the non-interest-bearing Escrow
      Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as
      stated above, provided that the checks received by the Escrow Agent have been
      collected and are available for withdrawal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
4. Resignation
      of the Escrow Agent.
      The
      Escrow Agent may resign at any time by giving 30 days’ notice of such
      resignation to the Company. Upon providing such notice, the Escrow Agent shall
      have no further obligation hereunder except to hold as depositary the Escrow
      Funds that it has received as of the date on which it provided the notice of
      resignation. In such event, the Escrow Agent shall not take any action until
      the
      Company has designated a banking corporation, trust company, attorney or other
      person as successor. Upon receipt of such written instructions signed by the
      Company, the Escrow Agent shall promptly deliver the Escrow Funds to such
      successor and shall thereafter have no further obligations hereunder. If such
      instructions are not received within 30 days following the effective date of
      such resignation, then the Escrow Agent may deposit the Escrow Funds and any
      other amounts held by it pursuant to this Agreement with a clerk of a court
      of
      competent jurisdiction pending the appointment of a successor. In either case
      provided for in this paragraph, the Escrow Agent shall be relieved of all
      further obligations and released from all liability thereafter arising with
      respect to the Escrow Funds and all interest earned thereon.

    


    5. Termination.
      The
      Company may terminate the appointment of the Escrow Agent hereunder upon written
      notice specifying the date upon which such termination shall take effect, which
      date shall be at least 30 days from the date of such notice. In the event of
      such termination, the Company shall, within 30 days of such notice, appoint
      a
      successor escrow agent and the Escrow Agent shall, upon receipt of written
      instructions signed by the Company, turn over to such successor escrow agent
      all
      of the Escrow Funds; provided, however, that if the Company fails to appoint
      a
      successor escrow agent within such 30-day period, such termination notice shall
      be null and void and the Escrow Agent shall continue to be bound by all of
      the
      provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent
      shall become the Escrow Agent hereunder and shall be bound by all of the
      provisions hereof and American Stock Transfer shall be relieved of all further
      obligations and released from all liability thereafter arising with respect
      to
      the Escrow Funds.

    


    6.
      Investment.
      All
      funds received by the Escrow Agent shall be invested only in non-interest
      bearing bank accounts at American Stock Transfer & Trust Co.

    


    7.
      Compensation.
      Escrow
      Agent shall be entitled, for the duties to be performed by it hereunder, to
      a
      fee of $5,000.00, which fee shall be paid by the Company upon the signing of
      this Agreement. Neither the modification, termination, cancellation or
      rescission of this Agreement nor the resignation or termination of the Escrow
      Agent shall affect the right of the Escrow Agent to retain the $5,000.00 fee.
      Should the number of Subscribers purchasing Shares pursuant to the Offering
      exceed one hundred twenty (120), the fee paid to Escrow agent shall be increased
      in proportion to the number of such subscribers in excess of 120.

    


    8. Notices.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      if sent by hand-delivery, by facsimile followed by first-class mail, by
      nationally recognized overnight courier service or by prepaid registered or
      certified mail, return receipt requested, to the addresses set forth
      below.

    


    If
      to the
      Company, to:

    4300
      W.
      Cypress Street

    Tampa,
      FL
      33607

    Attention:
      Kevin Cappock

    Fax:
      727-906-4971

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    With
      copies to:

    Jon
      Leslie, CFO

    43
      Greenacres Ave.

    Scarsdale,
      NY 10583

    Fax:
      914-723-6171

    and:

    Eaton
      & Van Winkle LLP

    3
      Park
      Avenue, 16th
      Floor

    New
      York,
      NY 10016

    Attention:
      Vince McGill

    Fax:
      212-779-9928

     

    If
      to the
      Escrow Agent, to:

    American
      Stock Transfer & Trust Co.

    59
      Maiden
      Lane, Plaza Level, 

    New
      York,
      New York 10038

    Attention:
      Henry Reinhold

    Fax:
      718-921-8550

    


    


    9. General

    


    (a) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York applicable to agreements made and to be entirely
      performed within such State, without regard to choice of law
      principles.

    


    (b) This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect to the matters contained herein and supersedes all prior agreements,
      arrangements and understandings relating thereto.

    


    (c) All
      of
      the terms and conditions of this Agreement shall be binding upon, and inure
      to
      the benefit of and be enforceable by, the parties hereto.

    


    (d) This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      or conditions hereof may be waived, only by a written instrument executed by
      each party hereto or, in the case of a waiver, by the party waiving compliance.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect its right at a later time to enforce
      the same. No waiver of any party of any condition, or of the breach of any
      term
      contained in this Agreement, whether by conduct or otherwise, in any one or
      more
      instances shall be deemed to be or construed as a further or continuing waiver
      of any such condition or breach or a waiver of any other condition or of the
      breach of any other term of this Agreement. No party may assign any rights,
      duties or obligations hereunder unless all other parties have given their prior
      written consent.

    


    (e) If
      any
      provision included in this Agreement proves to be invalid or unenforceable,
      it
      shall not affect the validity of the remaining provisions.

    


    (f) This
      Agreement and any amendment or modification of this Agreement may be executed
      in
      several counterparts or by separate instruments and all of such counterparts
      and
      instruments shall constitute one agreement, binding on all of the parties
      hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) The
      parties hereto agree to accept a facsimile transmission copy of their respective
      actual signatures as evidence of their actual signatures to this Agreement
      and
      any amendment or modification of this Agreement; provided, that each party
      who
      produces a facsimile signature shall promptly after transmission by fax, provide
      an original copy of his or her signature in overnight mail to the address of
      the
      other party.

    


    *
      *
      *

    


    [The
      signatures hereto are set forth on the following page.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of
      the
      date first set forth above.

    


    PINPOINT
      RECOVERY SOLUTIONS CORP.  

    


    


    By:
      _____________________________   

    Name:
       Kevin
      Cappock     

    Title:
       Chief
      Executive Officer     

    


     

    


    AMERICAN
      STOCK TRANSFER & TRUST CO.

    


    By:
      _________________________________

    Name:

    Title