ESCROW AGREEMENT
EXHIBIT
10.1
This
ESCROW AGREEMENT is made and entered into as of June 30, 2008 by and between
Title Starts Online, Inc., a Nevada corporation (the “Company”), and Synergy Law
Group, LLC, an Illinois limited liability company (the “Escrow
Agent”).
RECITALS
A. The
Company intends to sell shares of Common Stock of the Company (the “Shares”)
pursuant to an offering (the “Offering”) registered under the provisions of the
Securities Act of 1933 as amended.
B. The
Company will not close the Offering until the Company has received and accepted
subscriptions for 200,000 Shares and the satisfaction of those other conditions
contained in Section 4 hereto. The Offering will terminate on the earlier of
(1)
the date on which the Company accepts subscriptions for all unsold Shares which
it intends to sell, (2) September 30, 2008 or (3) the date the Company
elects, in its sole discretion, to terminate the Offering (the date on which
the
Offering terminates being referred to herein as the “Termination
Date”).
C. The
Escrow Agent has agreed to serve as escrow agent on the terms and conditions
contained herein.
AGREEMENTS
In
consideration of the recitals and mutual covenants and agreements set forth
herein, the parties hereby covenant and agree as follows:
1. Appointment.
The
Company appoints the Escrow Agent as escrow agent for the purpose of holding
the
Escrow Funds (as defined below). The Escrow Agent hereby accepts its appointment
and agrees to act as escrow agent under the terms and conditions contained
in
this Escrow Agreement.
2. Delivery
of Funds.
The
parties agree that subscription funds shall be delivered in the form of wire
transfers directed to Charter One Bank per the following
instructions:
CHARTER
ONE BANK
FED
ABA#
000000000
C/O
TITLE
STARTS ESCROW # 4512173977
The
Escrow Agent agrees to hold subscription funds so received (the “Escrow Funds”)
in an account maintained by the Escrow Agent at Charter One Bank for the benefit
of “Title Starts Online, Inc.” (the “Escrow Account”). Once all of the Escrow
Funds and any interest or earnings accrued thereon have been disbursed pursuant
to this Escrow Agreement, the Escrow Agent shall take all necessary action
to
close the Escrow Account.
If
the
Company rejects any subscription, the funds for which the Escrow Agent has
received, the Escrow Agent shall, upon the written direction of the Company,
promptly act to reverse the transaction to return the subscription funds to
the
rejected subscriber
3. Escrow.
The
Escrow Agent agrees to hold the Escrow Funds received in accordance with Section
2 hereof until the release of the Escrow Funds pursuant to Section 4
hereof.
4. Release
of the Escrow Funds.
The
Escrow Agent shall not release any part of the Escrow Funds to any party except
as provided in this Section 4.
(a) Disbursement
of Offering Proceeds.
If the
Escrow Agent receives written notice signed on behalf of the Company in the
form
of Exhibit A hereto, the Escrow Agent will act to release the Escrow Funds,
along with any interest or other earnings thereon.
(b) Termination
of the Offering.
If, at
any time prior to the disbursement pursuant to Section 4(a) above, the Company
provides written notice to the Escrow Agent in the form of Exhibit B hereto
that
the Offering has been terminated, the Escrow Agent will promptly act to return
to each subscriber the funds in the full amount of the subscriber’s subscription
funds delivered to the Escrow Agent.
(c) Following
End of Offering Period.
If the
Escrow Agent has not received a disbursement notice from the Company pursuant
to
Section 4(a) above prior to October 31, 2008, the Escrow Agent will promptly
act
to reverse the transactions to return to each subscriber the funds in the full
amount of the subscriber’s subscription.
5. Escrow
Funds.
The
Company hereby directs the Escrow Agent to hold the Escrow Funds and add the
interest or other earnings on the Escrow Funds to the Escrow Account which
shall
be considered part of the Escrow Funds. If requested by the Company, the Escrow
Agent shall provide or request that Charter One Bank provide to the Company
periodic statements of all funds in the Escrow Account and the identity of
the
source of the subscription funds which have been deposited in the Escrow
Account.
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6. Escrow
Agent.
The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth in this Escrow Agreement. The Escrow Agent shall be liable as an
escrow agent only and shall not be responsible or accountable for the
correctness of any information set forth in any statements delivered to it
including, without limitation, any disbursement notice delivered by the Company
pursuant to Section 4(a) or Section 4(b), shall not be required in any event
to
verify the correctness of any such statements and shall not be responsible
for
verifying compliance by the Company with the requirements any securities laws,
rules or regulations, or the terms of any subscription agreement. The Escrow
Agent shall be entitled to rely, without any investigation whatsoever, upon
any
communication received from the Company, and the Escrow Agent shall be entitled
to deem the signatories of any subscription agreement or any communication
submitted to it hereunder as being those purported to be authorized to sign
such
communication on behalf of such party and shall be entitled to rely on the
genuineness of the signatures of such signatories without inquiry and without
sustaining evidence of any kind. The Escrow Agent shall have the right to
consult with counsel and shall be fully protected and shall not be liable with
respect to any action taken or omitted by the Escrow Agent in good faith and
on
advice of counsel, and shall be fully protected and shall not be liable for
any
error of judgments or for any act done or omitted by it in good faith, except
for its own gross negligence or willful misconduct. The Escrow Agent shall
have
no duties to anyone except those signing this Escrow Agreement. The Escrow
Agent
shall have the right to perform any of its duties hereunder through agents,
attorneys, custodians or nominees. In addition:
(a) if
any
property held under this Escrow Agreement is attached, garnished, or levied
upon
by any court order, or the delivery thereof shall be stayed or enjoined by
an
order of court, or any order, judgment or decree shall be made or entered by
any
court order affecting the property deposited under this Escrow Agreement, or
any
part thereof, the Escrow Agent is expressly authorized in its sole direction,
to
obey and comply with all writs, orders or decrees so entered or issued, which
it
is advised by legal counsel of its own choosing are binding upon it, whether
with or without jurisdiction, and in case the Escrow Agent obeys or complies
with any such writ, order or decree it shall not be liable to any of the parties
hereto or to any other person, firm or corporation, by reason of such compliance
notwithstanding such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated;
(b) if
the
Escrow Agent becomes involved in litigation on account of the Escrow Funds
or of
this Escrow Agreement, it shall have the right to retain counsel and shall
have
a lien on the property deposited hereunder for any and all reasonable costs,
attorneys’ and solicitors’ fees, charges, disbursements, and expenses in
connection with such litigation; and shall be entitled to reimburse itself
therefor out of the property deposited hereunder, and if it shall be unable
to
reimburse itself from the property deposited hereunder, the Company agrees
to
pay to the Escrow Agent on demand, its reasonable charges, counsel and
attorneys’ fees, disbursements, and expenses in connection with such litigation;
and
(c) any
corporation or association into which the Escrow Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer its corporate trust business and assets as a whole or substantially
as
a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, shall be and
become the successor Escrow Agent hereunder and vested with all of the title
to
the whole property or trust estate and all of the trusts, powers, immunities,
privileges, protections and all other matters as was its predecessor, without
the execution or filing of any instrument or any further act, deed or conveyance
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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7. Indemnification.
The
Company agrees to indemnify and hold harmless the Escrow Agent from and against
any taxes, assessments, liabilities, claims, damages, actions, suits, costs
and
expenses (including reasonable attorneys’ fees and expenses actually incurred)
or other charges suffered or incurred by the Escrow Agent in connection with
the
performance of its services hereunder, unless caused by the Escrow Agent’s gross
negligence or willful misconduct. The provisions of Sections 6 and 7 shall
survive the termination of this Escrow Agreement and the resignation or removal
of the Escrow Agent.
8. No
Control.
It is
agreed that, except as explicitly permitted by this Escrow Agreement, the
Company shall have no right to receive, manage, transfer or otherwise control,
in any way, any amounts held in the Escrow Account pending release of the Escrow
Funds and at no time prior to actual payment from the Escrow Account shall
the
Company be considered to be in actual or constructive receipt of any amounts
held in the Escrow Account.
9. Miscellaneous.
(a) This
Escrow Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and this Escrow Agreement may not be
modified or amended except by written instrument executed by all the parties
hereto. The Company acknowledges that the Escrow Agent is neither a party to,
nor bound by any provisions of, any Subscription Agreement.
(b) This
Escrow Agreement shall be binding upon the parties hereto and their respective
successors and assigns, and shall inure to the benefit of the parties hereto
and
their respective successors and assigns.
(c) This
Escrow Agreement shall be governed by and construed in accordance with the
laws
of the State of Illinois, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Illinois or any other
jurisdiction) that would cause the application of the law of any jurisdiction
other than the State of Illinois.
(d) All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given or made upon receipt, if
delivered personally, on the next business day following delivery to a
nationally recognized overnight courier service, on the third business day
following deposit in the U.S. mail if mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or the next business day following electronic transmission
to the telecopier number specified below with receipt acknowledged.
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Xxxx
XxXxxx
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0000
Xxxxxxx Xxxxxxxxx
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Xxxxx
000
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Xxxxxxxx
Xxxx, XX 00000
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Telephone
No.: 000.000.0000
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Facsimile
No.: 913.747.3001
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If
to the Escrow Agent:
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Xxxxxx
X. Xxxxxxx, Esquire
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Synergy
Law Group, LLC
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000
Xxxx Xxxxxxxx Xxxxxx
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Xxxxx
000
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Xxxxxxx,
XX 00000
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Facsimile
No.: 312.454-0261
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10. Escrow
Dispute.
In the
event of any disagreement between the Company and subscribers resulting in
adverse claims and demands being made in connection with or for the Escrow
Funds, the Escrow Agent shall be entitled, at its option, to hold the Escrow
Fund until such time as a mutual agreement has been reached among all the
parties or until disbursement is legally authorized by final judgment or decree
of any court having jurisdiction thereover, or to deposit the Escrow Funds
with
any court having jurisdiction thereover pending the resolution of the
disagreement.
11. Termination.
This
Escrow Agreement shall terminate and be of no further force and effect on the
earliest to occur of: (a) receipt by the Escrow Agent of written notice of
termination executed by the Company; or (b) the closing of the Escrow Account
in
accordance with the provisions hereof.
12. Resignation.
The
Escrow Agent, acting at any time hereunder, may resign at any time by giving
30
days’ prior written notice of resignation to the Company, such resignation to be
effective on the date specified on such notice. Upon the effectiveness of such
resignation, the Escrow Agent shall transfer the Escrow Funds to such succeeding
the Escrow Agent or to such persons as the Company designates in writing to
the
Escrow Agent prior to the effectiveness of the resignation. The Escrow Agent
shall be paid any outstanding fees and expenses prior to transferring the Escrow
Funds to a successor escrow agent. In the event no such designation has been
provided, the Escrow Agent shall deposit the Escrow Fund with any court having
jurisdiction thereover. Prior to the effectiveness of the resignation of the
Escrow Agent, the Escrow Agent shall remain obligated to perform all duties
required of it under this Escrow Agreement.
13. Counterparts.
This
Escrow Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
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[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as
of
the day and year first above written.
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By:
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/s/
Xxxx XxXxxx
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Its:
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President
and Chief Executive Officer
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ESCROW
AGENT:
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SYNERGY
LAW GROUP, LLC,
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AS
ESCROW AGENT
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By:
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/s/Xxxxxx
X. Xxxxxxx
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Its:
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Manager
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7
EXHIBIT
A
DISBURSEMENT
NOTICE
DISBURSEMENT
OF OFFERING PROCEEDS
(Date)
Synergy
Law Group, LLC
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxxx
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Re:
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Charter
One Bank Escrow Account No.
4512173977
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Ladies
and Gentlemen:
Reference
is made to that certain Escrow Agreement dated as of June 30, 2008 (the “Escrow
Agreement”) by and between Title Starts Online, Inc., a Nevada corporation (the
“Company”), and Synergy Law Group, LLC, an Illinois limited liability company.
All terms used but not defined herein shall have the respective meanings given
such terms in the Escrow Agreement.
The
Company hereby certifies that the Company has received and accepted
subscriptions for 200,000 Shares with gross proceeds of at least $50,000;
You
are
hereby directed to disburse the Escrow Funds to the Company as follows:
________________________________________.
IN
WITNESS WHEREOF, the undersigned have executed this statement on the date
indicated above.
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By:
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Its:
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EXHIBIT
B
DISBURSEMENT
NOTICE
TERMINATION
(Date)
Synergy
Law Group, LLC
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxxx
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Re:
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Charter
One Bank Escrow Account No.
4512173977
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Ladies
and Gentlemen:
Reference
is made to that certain Escrow Agreement dated as of June 30, 2008 (the “Escrow
Agreement”) by and between Title Starts Online, Inc, a Nevada corporation (the
“Company”), and Synergy Law Group, LLC, an Illinois limited liability company.
All terms used but not defined herein shall have the respective meanings given
such terms in the Escrow Agreement.
The
Company has terminated the Offering prior to the disbursement of offering
proceeds pursuant to Section 4(a) of the Escrow Agreement.
You
are
hereby directed to disburse the Escrow Funds to the subscribers in accordance
with Section 4(b) of the Escrow Agreement.
IN
WITNESS WHEREOF, the undersigned have executed this statement on the date
indicated above.
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By:
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Its:
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