Unassociated Document


     

    ESCROW
      AGREEMENT

     

    between

     

    FREEDOM
      FINANCIAL HOLDINGS, INC.,

     

    ALARON
      FINANCIAL SERVICES, INC.

     

    and

     

    TOWER
      TRUST COMPANY

     


      Dated
        as of July ___, 2007


     

    ACCOUNT
      NUMBER(S) 00-0496

     

    SHORT
      TITLE OF ACCOUNT Freedom Financial Holdings, Inc. - Escrow

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     



      ESCROW
        AGREEMENT made
        this
        ____ day of July, 2007 by and between Tower Trust Company (“Escrow Agent”),
        Freedom Financial Holdings, Inc. (the “Company”) and Alaron Financial Services,
        Inc. (the “Underwriter”).


     

    The
      Company, Underwriter and Escrow Agent hereby agree that, in consideration of
      the
      mutual promises and covenants contained herein, Escrow Agent shall hold in
      escrow and shall distribute Escrow Property (as defined herein) in accordance
      with and subject to the following Instructions and Terms and
      Conditions:

     


      WHEREAS,
        the Company proposes to offer for sale to investors through one or more
        registered broker-dealers a minimum of 375,000 shares of common stock
        (hereinafter referred to as the "Securities") (the “Minimum Offering Amount”) up
        to a maximum of 1,500,000 shares of common stock (the “Maximum Offering Amount”)
        at a price of $2.00 per share (the "Proceeds").


     

    WHEREAS,
      the Underwriter intends to sell the Securities as the Company's agent on a
      best-efforts basis for the Securities in a public offering (the
      "Offering").

     

    WHEREAS,
      the Company and the Underwriter desire to establish an escrow account in which
      funds received from subscribers will be deposited pending completion of the
      escrow period. Tower Trust Company agrees to serve as Escrow Agent in accordance
      with the terms and conditions set forth herein.

     

    WHEREAS,
      the term Selected Dealer as used herein shall include the Underwriter and other
      co-underwriters and/or other selected dealers as part of the selling group.
      All
      Selected Dealers shall be bound by this Agreement. However, for purposes of
      communications and directives, the Escrow Agent must only accept those signed
      by
      Alaron Financial Services, Inc.

     

    NOW
      THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:
      

     

    I.
      INSTRUCTIONS:

     

    1.     
      Establishment of Escrow Account. 

     

    On
      or
      prior to the Offering Period Commencement Date (as defined below), the parties
      shall establish an interest-bearing escrow account with the Escrow Agent, which
      escrow account shall be entitled Freedom Financial Holdings, Inc. - Escrow
      (the
      "Escrow Account"). The Selected Dealer will instruct subscribers to make checks
      for subscriptions payable to the order of the Escrow Agent. Any checks received
      that are made payable to a party other than the Escrow Agent shall be returned
      to the Selected Dealer who submitted the check.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.     Escrow
      Property

     

    The
      property and/or funds deposited or to be deposited with Escrow Agent shall
      be as
      follows:

     

    A. Documentation.
      Concurrently with the execution and delivery hereof, the Company is delivering
      to the Escrow Agent one fully executed original copy of the Underwriting
      Agreement and a draft of the registration statement of the Company on Form
      SB-2
      (the "Escrowed Documents"), which represents all of the documents required
      to be
      placed in escrow.

    


    B. Escrowed
      Items.
      Proceeds
      received
      from subscribers will be deposited into the Escrow Account, as defined below,
      (the
      Proceeds collectively with the Escrowed Documents hereinafter are referred
      to as
      "Escrowed Items"). 


     

    The
      foregoing property and/or funds, plus all interest, dividends and other
      distributions and payments thereon (collectively the “Distributions”) received
      by Escrow Agent, less any property and/or funds distributed or paid in
      accordance with this Escrow Agreement, are collectively referred to herein
      as
“Escrow Property.”

     

    3.     Deposits
      into the Escrow Account. 

     


      The
        Selected Dealer agrees that it shall promptly deliver all monies received
        from
        subscribers for the payment of the Securities to the Escrow Agent by 12 p.m.
        the
        following business day for deposit in the Escrow Account together with a
        written
        account of each sale, which account shall set forth, among other things,
        the
        subscriber's name and address, the number of securities purchased, the amount
        paid therefor, and whether the consideration received was in the form of
        a
        check, draft, or money order. All monies so deposited in the Escrow Account
        are
        hereinafter referred to as the "Escrow Amount."


     

    4.     Collection
      Procedure. 

     

    A. The
      Escrow Agent is hereby authorized to forward each check for collection and,
      upon
      collection of the proceeds of each check, deposit the collected proceeds in
      the
      Escrow Account. As an alternative, the Escrow Agent may telephone the bank
      on
      which the check is drawn to confirm that the check has been paid.

     

    B. Any
      check
      returned unpaid to the Escrow Agent shall be returned to the Selected Dealer
      that submitted the check. In such cases, the Escrow Agent will promptly notify
      the Company of such return.

     

    C. If
      the
      Company rejects any subscription for which the Escrow Agent has already
      collected funds, the Escrow Agent, as instructed by the Company, shall promptly
      issue a refund check to the rejected subscriber. If the Company rejects any
      subscription for which the Escrow Agent has not yet collected funds but has
      submitted the subscriber's check for collection, as instructed by the Company
      the Escrow Agent shall promptly issue a check in the amount of the subscriber's
      check to the rejected subscriber after the Escrow Agent has cleared such funds.
      If the Escrow Agent has not yet submitted a rejected subscriber's check for
      collection, as instructed by the Company the Escrow Agent shall promptly remit
      the subscriber's check directly to the subscriber. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    5.     Escrow
      Period. 

     

    A. The
      Escrow Period shall begin with the commencement of the offering period
      commencing the date the Company’s registration statement on Form SB-2 is
      declared effective by the SEC (the “Offering Period Commencement Date”) and
      shall terminate (the “Termination Date”) upon the earlier to occur of the
      following dates: 

     

    1.
       The
      date
      upon which the Escrow Agent confirms that it has received in the Escrow Account
      gross proceeds of the Maximum Offering Amount;
      or

     

    2.
       The
      expiration of ninety (90) days from the Offering Period Commencement Date if
      the
      Minimum Offering Amount has not been met; or

     

    3.
       The
      date
      upon which a determination is made by the Company and the Underwriter to
      terminate the Offering prior to the sale of the Maximum Offering Amount;
      or

     

    4.
       The
      occurrence of an event listed in Section 7D, below.

     

    B. During
      the escrow period, the Company is aware and understands that it is not entitled
      to any funds received into escrow (except as otherwise provided in this
      agreement) and no amounts deposited in the Escrow Account shall become the
      property of the Company or any other entity, or be subject to the debts of
      the
      Company or any other entity.

     

    6.     Investment
      of Escrow Property 

     

    Escrow
      Agent shall invest or reinvest Escrow Property, without distinction between
      principal and income, in taxable money market accounts. Escrow Agent shall
      have
      no liability for any loss arising from or related to any such investment other
      than in accordance with paragraph 4 of the Terms and Conditions in Part II
      of
      this Agreement.

     

    7.     Distribution
      of Escrow Property

     

    Escrow
      Agent is directed to hold and distribute the Escrow Property in the following
      manner:

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     


      A. Prior
        to Minimum Offering Amount Being Reached.
        In the
        event the Escrow Agent does not receive the Minimum Offering Amount deposits
        totaling $750,000 on or before the Termination Date, the Escrow Agent shall,
        as
        instructed by the Company, refund to each subscriber the amount received
        from
        the subscriber, without deduction, penalty, or expense to the subscriber,
        and
        the Escrow Agent shall notify the Company, the State
        of
        Indiana Securities Division,
        and the
        Selected Dealer in writing of its distribution of the funds. The Company
        shall
        pay the Escrow Agent a fee of two dollars ($2.00) per check that must be
        sent to
        each subscriber in the event the Minimum Offering Amount is not received.
        The
        purchase money returned to each subscriber shall be free and clear of any
        and
        all claims of the Company or any of its creditors and shall include a pro
        rata
        share of the interest earned based upon the amount invested and the number
        of
        days in escrow. In no event will the Escrow Amount be released to the Company
        until such amount is received by the Escrow Agent in collected funds.
If
        the
        Offering is terminated because the Minimum Offering Amount is not received
        all
        funds deposited in the escrow account will be returned to investors within
        one
        (1) business day or promptly thereafter. For
        purposes of this Agreement, the term "collected funds" shall mean all funds
        received by the Escrow Agent which have cleared normal banking channels and
        are
        in the form of cash. 


     

    B. In
      the
      event that the Escrow Agent has received the Minimum Offering Amount of $750,000
      in collected funds prior to the Termination Date, the collected funds shall
      be
      promptly released to the Company.

     

    C.
       Subsequent
      Weekly Releases. 
      After
      the Minimum Offering Amount has been received and disbursed to the Company,
      the
      Escrow Agent shall release all subsequently collected funds to the Company
      on a
      weekly basis beginning the Wednesday after the Minimum Offering Amount has
      been
      reached and continuing every Wednesday thereafter until the Escrow Period has
      been terminated.

     

    D. Change
      in Material Terms of Offering.
       Changes
      in the material terms of the Offering after the Offering Period Commencement
      Date would terminate the original offer and subscriber would then be entitled
      to
      a refund of their money. Material changes include the following:

     

    
      	 	
              a.

            	
              extension
                of the offering period beyond the disclosed time
                frame;

            


    

    
      	 	
              b.

            	
              change
                in the offering price;

            


    

    
      	 	
              c.

            	
              change
                in the minimum sales requirement;

            


    

    
      	 	
              d.

            	
              change
                to allow sales to affiliates in excess of those already permitted
                in order
                to meet the minimum sales
                requirement;

            


    

    
      	 	
              e.

            	
              change
                in the amount of proceeds necessary to release the proceeds held
                in
                escrow; and

            


    

    
      	 	
              f.

            	
              change
                in the application of proceeds.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that there is a change in the material terms of the Offering which
      requires the return of funds to subscribers, the Company shall instruct the
      Escrow Agent in writing to release funds to each subscriber pursuant to the
      same
      procedure described in Section 7A of this Agreement. 

     

    8.     Addresses

     


      Notices,
        instructions and other communications shall be sent to Escrow Agent, 116,
        East
        Berry Street, Fort Wayne, Indiana 46802, and to the Company and Underwriter
        as
        follows:


     

    
      	
              Freedom
                Financial Holdings, Inc.

              Attn:
                Brian Kistler

              6615
                Brotherhood Way, Suite A

              Fort
                Wayne, IN 46825

               

              With
                a Copy to:

               

              Weintraub
                Law Group PC

              10085
                Carroll Canyon Road, Suite 230

              San
                Diego, California 92131

            	
              Alaron
                Financial Services, Inc.

              Attn:
                David Bonifield

              822
                West Washington Boulevard

              Chicago,
                Illinois 60607

            


    

     

    9.    Compensation

     

    (a) At
      the
      time of execution of this Escrow Agreement, the Company shall pay Escrow Agent
      an acceptance fee of $1,200.

     

    (b) The
      Company shall be responsible for and shall reimburse Escrow Agent upon demand
      for all expenses, disbursements and advances incurred or made by Escrow Agent
      in
      connection with this Agreement.

     

    II.
      TERMS
      AND CONDITIONS:

     

    1.     The
      duties, responsibilities and obligations of Escrow Agent shall be limited to
      those expressly set forth herein and no duties, responsibilities or obligations
      shall be inferred or implied. Escrow Agent shall not be subject to, nor required
      to comply with, any other agreement between or among the Company and the
      Underwriter or to which any such party is a party to, even though reference
      thereto may be made herein, or to comply with any direction or instruction
      (other than those contained herein or delivered in accordance with this Escrow
      Agreement) from any party hereto or any entity acting on its behalf. Escrow
      Agent shall not be required to, and shall not, expend or risk any of its own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    2.     This
      Agreement is for the exclusive benefit of the parties hereto and their
      respective successors hereunder, and shall not be deemed to give, either express
      or implied, any legal or equitable right, remedy, or claim to any other entity
      or person whatsoever.

     

    3.    If
      at any
      time Escrow Agent is served with any judicial or administrative order, judgment,
      decree, writ or other form of judicial or administrative process which in any
      way affects Escrow Property (including but not limited to orders of attachment
      or garnishment or other forms of levies or injunctions or stays relating to
      the
      transfer of Escrow Property), Escrow Agent is authorized to comply therewith
      in
      any manner as it or its legal counsel of its own choosing deems appropriate;
      and
      if Escrow Agent complies with any such judicial or administrative order,
      judgment, decree, writ or other form of judicial or administrative process,
      Escrow Agent shall not be liable to any of the parties hereto or to any other
      person or entity even though such order, judgment, decree, writ or process may
      be subsequently modified or vacated or otherwise determined to have been without
      legal force or effect.

     

    4.    (a) Escrow
      Agent shall not be liable for any action taken or omitted or for any loss or
      injury resulting from its actions or its performance or lack of performance
      of
      its duties hereunder in the absence of gross negligence or willful misconduct
      on
      its part. In no event shall Escrow Agent be liable (i) for acting in accordance
      with or relying upon any instruction, notice, demand, certificate or document
      from the Company or Underwriter or any entity acting on behalf of such party,
      (ii) for any consequential, punitive or special damages, (iii) for the acts
      or
      omissions of its nominees, correspondents, designees, subagents or
      subcustodians, or (iv) for an amount in excess of the value of the Escrow
      Property, valued as of the date of deposit.

     

    (b) If
      any
      fees, expenses or costs incurred by, or any obligations owed to, Escrow Agent
      hereunder are not promptly paid when due, Escrow Agent may reimburse itself
      therefor from the Escrow Property and may sell, convey or otherwise dispose
      of
      any Escrow Property for such purpose.

     

    (c) As
      security for the due and punctual performance of any and all of the Company’s
      obligations to Escrow Agent hereunder, now or hereafter arising, the Company,
      hereby pledges, assigns and grants to Escrow Agent a continuing security
      interest in, and a lien on, the Escrow Property and all Distributions thereon
      or
      additions thereto (whether such additions are the result of deposits by the
      Company and/or Underwriter or the investment of Escrow Property). The security
      interest of Escrow Agent shall at all times be valid, perfected and enforceable
      by Escrow Agent against the Company and all third parties in accordance with
      the
      terms of this Escrow Agreement.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (d) Escrow
      Agent may consult with legal counsel at the expense of the the Company as to
      any
      matter relating to this Escrow Agreement, and Escrow Agent shall not incur
      any
      liability in acting in good faith in accordance with any advice from such
      counsel.

     

    (e) Escrow
      Agent shall not incur any liability for not performing any act or fulfilling
      any
      duty, obligation or responsibility hereunder by reason of any occurrence beyond
      the control of Escrow Agent (including but not limited to any act or provision
      of any present or future law or regulation or governmental authority, any act
      of
      God or war, or the unavailability of the Federal Reserve Bank wire or telex
      or
      other wire or communication facility).

     

    5.    Unless
      otherwise specifically set forth herein, Escrow Agent shall proceed as soon
      as
      practicable to collect any checks or other collection items at any time
      deposited hereunder. All such collections shall be subject to Escrow Agent’s
      usual collection practices or terms regarding items received by Escrow Agent
      for
      deposit or collection. Escrow Agent shall not be required, or have any duty,
      to
      notify anyone of any payment or maturity under the terms of any instrument
      deposited hereunder, nor to take any legal action to enforce payment of any
      check, note or security deposited hereunder or to exercise any right or
      privilege which may be afforded to the holder of any such security.

     

    6.    Escrow
      Agent shall provide to the Company and Underwriter monthly statements
      identifying transactions, transfers or holdings of Escrow Property and each
      such
      statement shall be deemed to be correct and final upon receipt thereof by the
      the Company and Underwriter unless Escrow Agent is notified in writing to the
      contrary within thirty (30) business days of the date of such
      statement.

     

    7.    Escrow
      Agent shall not be responsible in any respect for the form, execution, validity,
      value or genuineness of documents or securities deposited hereunder, or for
      any
      description therein, or for the identity, authority or rights of persons
      executing or delivering or purporting to execute or deliver any such document,
      security or endorsement.

     

    8.    Notices,
      instructions or other communications shall be in writing and shall be given
      to
      the address set forth in the “Addresses” provision herein (or to such other
      address as may be substituted therefor by written notification to Escrow Agent,
      the Company or the Underwriter). Notices to Escrow Agent shall be deemed to
      be
      given when actually received by Escrow Agent’s Corporate Trust Department.
      Escrow Agent is authorized to comply with and rely upon any notices,
      instructions or other communications believed by it to have been sent or given
      by the Company or Underwriter or by a person or persons authorized by the
      Company or Underwriter. Whenever under the terms hereof the time for giving
      a
      notice or performing an act falls upon a Saturday, Sunday, or banking holiday,
      such time shall be extended to the next day on which Escrow Agent is open for
      business.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    9.    The
      Company shall be liable for and shall reimburse and indemnify Escrow Agent
      and
      hold Escrow Agent harmless from and against any and all claims, losses,
      liabilities, costs, damages or expenses (including reasonable attorneys’ fees
      and expenses) (collectively, “Losses”) arising from or in connection with or
      related to this Escrow Agreement or being Escrow Agent hereunder (including
      but
      not limited to Losses incurred by Escrow Agent in connection with its successful
      defense, in whole or in part, of any claim of gross negligence or willful
      misconduct on its part), provided, however, that nothing contained herein shall
      require Escrow Agent to be indemnified for Losses caused by its gross negligence
      or willful misconduct.

     

    10.    The
      Proceeds will not be subject to claims by: (i) creditors of the Company; (ii)
      a
      person who, directly or indirectly, controls, is controlled by, or is under
      common control with the person specified herein, hereinafter referred to as
      an
“Affiliate”; (iii) “Associates” as defined by the North American Securities
      Administrators Association, Inc. (“NASAA”) Statement of Policy Regarding
      Corporate Securities Definitions; or (iv) Underwriters until the Proceeds have
      been released to the Company pursuant to the terms of the
      Agreement.

     

    11.  
The
      State
      of Indiana Securities Division shall have the right to inspect and make copies
      of the records of the Escrow Agent at any reasonable time wherever the records
      are located. 

     

    12.  
(a) The
      Company and Underwriter may remove Escrow Agent at any time by giving to Escrow
      Agent thirty (30) calendar days’ prior notice in writing signed by the Company
      and Underwriter. Escrow Agent may resign at any time by giving to the Company
      and Underwriter fifteen (15) calendar days’ prior written notice
      thereof.

     

    (b) Within
      ten (10) calendar days after giving the foregoing notice of removal to Escrow
      Agent or receiving the foregoing notice of resignation from Escrow Agent, the
      Company and Underwriter shall jointly agree on and appoint a successor Escrow
      Agent. If a successor Escrow Agent has not accepted such appointment by the
      end
      of such 10-day period, Escrow Agent may, in its sole discretion, deliver the
      Escrow Property to the Company and Underwriter at the address provided herein
      or
      may apply to a court of competent jurisdiction for the appointment of a
      successor Escrow Agent or for other appropriate relief. The costs and expenses
      (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent in
      connection with such proceeding shall be paid by the Company.

     

    (c) Upon
      receipt of the identity of the successor Escrow Agent, Escrow Agent shall either
      deliver the Escrow Property then held hereunder to the successor Escrow Agent,
      less Escrow Agent’s fees, costs and expenses or other obligations owed to Escrow
      Agent, or hold such Escrow Property (or any portion thereof), pending
      distribution, until all such fees, costs and expenses or other obligations
      are
      paid.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (d) Upon
      delivery of the Escrow Property to successor Escrow Agent, Escrow Agent shall
      have no further duties, responsibilities or obligations hereunder.

     

    13.     
(a) In
      the
      event of any ambiguity or uncertainty hereunder or in any notice, instruction
      or
      other communication received by Escrow Agent hereunder, Escrow Agent may, in
      its
      sole discretion, refrain from taking any action other than retain possession
      of
      the Escrow Property, unless Escrow Agent receives written instructions, signed
      by the Company and Underwriter, which eliminates such ambiguity or
      uncertainty.

     

    (b) In
      the
      event of any dispute between or conflicting claims by or among the Company
      and
      the Underwriter and/or any other person or entity with respect to any Escrow
      Property, Escrow Agent shall be entitled, in its sole discretion, to refuse
      to
      comply with any and all claims, demands or instructions with respect to such
      Escrow Property so long as such dispute or conflict shall continue, and Escrow
      Agent shall not be or become liable in any way to the Company and/or Underwriter
      for failure or refusal to comply with such conflicting claims, demands or
      instructions. Escrow Agent shall be entitled to refuse to act until, in its
      sole
      discretion, either (i) such conflicting or adverse claims or demands shall
      have
      been determined by a final order, judgment or decree of a court of competent
      jurisdiction, which order, judgment or decree is not subject to appeal, or
      settled by agreement between the conflicting parties as evidenced in a writing
      satisfactory to Escrow Agent or (ii) Escrow Agent shall have received security
      or an indemnity satisfactory to it sufficient to hold it harmless from and
      against any and all Losses which it may incur by reason of so acting. Escrow
      Agent may, in addition, elect, in its sole discretion, to commence an
      interpleader action or seek other judicial relief or orders as it may deem,
      in
      its sole discretion, necessary. The costs and expenses (including reasonable
      attorneys’ fees and expenses) incurred in connection with such proceeding shall
      be paid by the Company.

     

    14.  
This
      Agreement shall be interpreted, construed, enforced and administered in
      accordance with the internal substantive laws (and not the choice of law rules)
      of the State of Indiana. Each of the Company and the Underwriter hereby submits
      to the personal jurisdiction of and each agrees that all proceedings relating
      hereto shall be brought in courts located within the City and State of Indiana
      or elsewhere as Escrow Agent may select. Each of the Company and the Underwriter
      hereby waives the right to trial by jury and to assert counterclaims in any
      such
      proceedings. To the extent that in any jurisdiction the Company or the
      Underwriter may be entitled to claim, for itself or its assets, immunity from
      suit, execution, attachment (whether before or after judgment) or other legal
      process, each hereby irrevocably agrees not to claim, and hereby waives, such
      immunity. Each of the Company and the Underwriter waives personal service of
      process and consents to service of process by certified or registered mail,
      return receipt requested, directed to it at the address last specified for
      notices hereunder, and such service shall be deemed completed ten (10) calendar
      days after the same is so mailed.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    15.  
       Except
      as
      otherwise permitted herein, this Escrow Agreement may be modified only by a
      written amendment signed by all the parties hereto, and no waiver of any
      provision hereof shall be effective unless expressed in a writing signed by
      the
      party to be charged.

     

    16.    The
      rights and remedies conferred upon the parties hereto shall be cumulative,
      and
      the exercise or waiver of any such right or remedy shall not preclude or inhibit
      the exercise of any additional rights or remedies. The waiver of any right
      or
      remedy hereunder shall not preclude the subsequent exercise of such right or
      remedy.

     

    17.   Each
      of
      the Company and the Underwriter hereby represent and warrant (a) that this
      Escrow Agreement has been duly authorized, executed and delivered on its behalf
      and constitutes its legal, valid and binding obligation and (b) that the
      execution, delivery and performance of this Escrow Agreement by the Company
      and
      the Underwriter does not and will not violate any applicable law or
      regulation.

     

    18.  
The
      invalidity, illegality or unenforceability of any provision of this Agreement
      shall in no way affect the validity, legality or enforceability of any other
      provision; and if any provision is held to be enforceable as a matter of law,
      the other provisions shall not be affected thereby and shall remain in full
      force and effect.

     

    19.  
This
      Agreement shall constitute the entire agreement of the parties with respect
      to
      the subject matter and supersedes all prior oral or written agreements in regard
      thereto.

     

    20.   This
      Agreement shall terminate upon the distribution of all Escrow Property from
      the
      Account. The provisions of these Terms and Conditions shall survive termination
      of this Escrow Agreement and/or the resignation or removal of the Escrow
      Agent.

     

    21.  
No
      printed or other material in any language, including prospectuses, notices,
      reports, and promotional material which mentions “Tower Trust Company” by name
      or the rights, powers, or duties of the Escrow Agent under this Agreement shall
      be issued by any other parties hereto, or on such party’s behalf, without the
      prior written consent of Escrow Agent.

     

    22.  
The
      headings contained in this Agreement are for convenience of reference only
      and
      shall have no effect on the interpretation or operation hereof.

     

    23.   This
      Escrow Agreement may be executed by each of the parties hereto in any number
      of
      counterparts, each of which counterpart, when so executed and delivered, shall
      be deemed to be an original and all such counterparts shall together constitute
      one and the same agreement.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    24.   The
      Escrow Agent does not have any interest in the Escrowed Property Deposited
      hereunder but is serving as escrow holder only and having only possession
      thereof. The Company shall pay or reimburse the Escrow Agent upon request for
      any transfer taxes or other taxes relating to the Escrowed Property incurred
      in
      connection herewith and shall indemnify and hold harmless the Escrow Agent
      any
      amounts that it is obligated to pay in the way of such taxes. Any payments
      of
      income from this Escrow Account shall be subject to withholding regulations
      then
      in force with respect to United States taxes. The parties hereto will provide
      the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications,
      or W-8 forms for non-resident alien certifications. 

     

    25.  
Tax
      Reporting. 

     

    (a) In
      the
      event the Minimum Offering Amount is reached the taxable income will be reported
      to the Company.

     

    (b) In
      the
      event the Minimum Offering Amount is not reached the taxable income will be
      reported to each investor who received a refund on their investment. The
      Underwriter shall forward to the Escrow Agent the W-9 of each investor. Further,
      the Underwriter shall provide the Escrow Agent, within two (2) business days,
      with written instruction as to how to distribute the funds to be returned to
      investors, including amount to be returned to each investor and amount to be
      reported as taxable income by the Escrow Agent. The Company shall pay the Escrow
      Agent a fee of $1,200 in connection with federal and or state tax reporting
      on
      Form 1099- INT for interest to be returned to investors. 

     

    (c) It
      is
      understood that the Escrow Agent shall be responsible for income reporting
      only
      with respect to income earned on investment of funds which are a part of the
      Escrowed Property and is not responsible for any other reporting. 

     

    26.   The
      Company and the Underwriter each shall provide the Escrow Agent with a corporate
      resolution identifying the individual(s) who is(are) authorized to sign the
      Agreement and represent the Company and the Underwriter in all dealings with
      the
      Escrow Agent. 

     

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    27.    The
      provisions of paragraphs I.6, II.9 and II.24 shall survive the termination
      of
      this Escrow Agreement or the resignation or removal of the Escrow
      Agent.

     

    IN
      WITNESS WHEREOF, each of the parties have caused this Escrow Agreement to be
      executed by a duly authorized officer as of the day and year first written
      above.

     

    
      	
               

              FREEDOM
                FINANCIAL HOLDINGS, INC.

            	 	
               

              ALARON
                FINANCIAL SERVICES, INC.

            
	
               

              By:
                _______________________________

              Name:
                Brian Kistler

              Title:
                Chief Executive Officer

            	 	
               

              By:___________________________________

              Name:
                David Bonifield

              Title:
                President

            
	 	 	
               

               

              TOWER
                TRUST COMPANY,

               

              as
                Escrow Agent

               

            
	 	 	
              By:
                _________________________________

               

              Name:

              Title:

               

            


    

    
 

    
      
        
        

      

      
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