ESCROW AGREEMENT
Exhibit 99.2
Agreement dated this 27th day of December 2011 by and between Xxxxxx Milling Inc. (“Company”) and Xxxxxxxx X. Xxxxx (hereinafter “Escrow Agent”) located at _____________________.
WHEREAS, Escrow Agent warrants and represents that he has read and reviewed the Company’s Form S-1 Registration Statement as initially filed simultaneously with this Escrow Agreement (“Agreement”); and
WHEREAS, based upon such review and in particular, but not limited to that portion of the Registration Statement under the caption “The Offering”, Escrow Agent agrees with the Company to abide by all terms and conditions set forth under the aforesaid heading The Offering, a copy of such Section being annexed hereto as Exhibit A, and
WHEREAS, the Company is in full agreement with Escrow Agent.
NOW THEREFORE, the parties hereto agree to abide by each of the terms and conditions as set forth in the Company’s Registration Statement as same relate to the Company’s offering of securities and the maintenance of the Escrow Account.
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XXXXXX MILLING INC.
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XXXXXXXX X. XXXXX.
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By:
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/s/ Xxxxx Xxxxxx
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By:
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/s/ Xxxxxxxx X. Xxxxx
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Xxxxx Xxxxxx, President
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Xxxxxxxx X. Xxxxx
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Exhibit A
The Offering
Xxxxxx Milling Inc. (“AMI”) is offering, on a best efforts, self-underwritten basis, a maximum of 500,000 shares of its common stock at a price of $0.20 per share. The proceeds from the sale of the shares in this offering will be payable to Xxxxxxxx X. Xxxxx. - Escrow Account. AMI’s escrow agent, Xxxxxxxx X. Xxxxx, acts as legal counsel for AMI and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to Xxxxxxxx X. Xxxxx at the address provided on the Subscription Agreement or to another address provided by the escrow agent.
All subscription funds will be held in a noninterest-bearing account until the end of the offering. The offering will terminate on the earlier of:
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(i)
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the date when the sale of all 500,000 shares is completed, or
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(ii) 180 days from the effective date of this document or any extension thereto; the Company having the right, in its sole discretion, to extend the initial offering period for an additional 180 days.
Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held.
The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 14 days of the close of the offering or as soon thereafter as practicable.
The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.
Shares of common stock offered by us
Maximum of 500,000 shares
Use of proceeds
AMI will apply the proceeds from the offering to pay for accounting fees, legal and professional fees associated with the offering and to the purchasing a rice mill.
Termination of the offering
The offering will conclude when all 500,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. AMI may at its discretion extend the offering for an additional 180 days.
Risk factors
The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.
Trading Market
None. While AMI intends to approach a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of our common stock in the Over-the-Counter Bulletin Board (“OTCBB”), such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require.
The Company may not be able to meet the requirements for a public listing or quotation of its common stock. Further, even if the Company's common stock is quoted or granted listing, a market for the common shares may not develop.
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