Escrow Letter Agreement between Spectral Capital Corporation and Pacific Stock Transfer regarding Release of Shares to Sean Brehm (July 22, 2024)
Spectral Capital Corporation instructs Pacific Stock Transfer to hold 45,000,000 shares of its common stock in escrow for Sean Brehm, as part of a Share Exchange Agreement involving Sean Brehm and Node Nexus Network Co LLC. The shares will only be released upon written confirmation that certain pre-closing items and $1,000,000 in subscription funds have been received by the company. If these conditions are not met by August 31, 2024, or an approved extension, the shares will be cancelled and returned to the company. All parties agree to indemnify Pacific Stock Transfer for actions taken under this letter.
EXHIBIT A
ESCROW LETTER
July 22, 2024
Pacific Stock Transfer
Via Email
Ladies and Gentlemen:
This letter (“Escrow Letter”) is written in my capacity as the President and Chief Executive Officer of Spectral Capital Corporation, a Nevada corporation (the “Company”). The purpose of the letter is to instruct you with respect to the escrow of 45,000,000 shares of the Company’s common stock issued to Sean Brehm (the “Escrow Shares”) pursuant to a Share Exchange Agreement and related subscription agreement between the Company and Sean Brehm and Node Nexus Network Co LLC (the “Exchange Agreement”) and release such Escrow Shares as set forth below only upon the written authorization from the undersigned.
Please release the Escrow Shares upon receipt of a written certification from the undersigned that the Company has received (i) the Pre-Closing Items required under the Exchange Agreement and (ii) $1,000,000 in required subscription funds (“Release Documentation”). In the event that you do not receive the Release Documentation on or before August 31, 2024 or an extension issued by the undersigned, you are hereby directed to cancel the Escrow Shares and return such shares to the Company’s treasury.
The parties signing below agree to the terms of this Escrow Letter and specifically indemnify and hold harmless Pacific Stock Transfer and its officers, directors, advisors, employees, consultants and assigns thereto for any actions undertaken pursuant to this letter.
Sincerely,
SPECTRAL CAPITAL CORPORATION |
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By: |
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| Printed Name: Jenifer Lyn Osterwalder |
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| Title: Chief Executive Officer & President |
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