Exhibit 9.0
FRONTIER STAFFING, INC.
ESCROW AGREEMENT
This Escrow Agreement this "Agreement"), is made and entered into this XXXX
by and between FRONTIER STAFFING, INC., a Nevada corporation (the "Issuer") and
Community Banks of Colorado (the "Escrow Agent").
W I T N E S S E T H :
WHEREAS, the Issuer intends to raise a minimum of $360,000 and a maximum of
$600,000 through the sale of Common Shares of its securities (the "Shares") for
cash pursuant to a Prospectus dated XXXX (the "Prospectus"); and
WHEREAS, the Issuer is offering the Shares on a "best efforts minimum or
none" basis, meaning that no Shares will be sold unless at least $360,000 in
principal amount of the Shares have been sold within one hundred twenty (120)
days after the effective date of the Issuer's Prospectus (which period may be
extended for an additional ninety (90) days by the Issuer), and
WHEREAS, the Shares are being offered and sold to investors (the
"Subscribers") pursuant to a Registration Statement under cover of Form SB-2 of
the Securities Act of 1933 and registration under applicable state securities
laws.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Deposits.
A. The Issuer agrees that it shall, as soon as shall be practicable
following receipt thereof, but in no event later than by noon of the next
business day following receipt thereof, deliver to the Escrow Agent all
cash proceeds from the sale of the Shares in a minimum amount of $360,000
and a maximum amount of $600,000, together with a copy of the subscription
agreement therefor from each Subscriber, which shall set forth, among other
things, the Subscriber's name and address, Social Security or Tax
Identification Number, the number of Shares purchased and the amount paid
therefor. All Subscribers' checks will be made payable to the Escrow Agent.
The Escrow Agent shall have no responsibility for subscription proceeds not
received and collected by it.
All funds and remittances delivered to the Escrow Agent pursuant this
Agreement shall be deposited immediately by the Escrow Agent into a
separate, non-interest bearing account designated substantially as follows:
"FRONTIER STAFFING, INC.-Community Banks of Colorado Escrow Agent" (the
"Escrow Account").
2. Rejection of Subscriptions for Shares.
Any subscription for Shares may be rejected in whole or in part by the
Issuer. The Issuer will notify the Escrow Agent, in writing, that a subscription
has been rejected. Upon the receipt of a notice of rejection or partial
rejection, the Escrow Agent shall return to the Subscriber the amount of the
subscription that has been rejected by the Issuer, without interest thereon.
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3. Disbursement; Termination.
A. Within three (3) business day of receipt of subscriptions and funds
aggregating $360,000, the Escrow Agent shall disburse the funds held by it
pursuant to this Agreement to the Issuer, in accordance with written
instructions from the Company to the Escrow Agent, at which time this
Agreement will terminate. At such time as the Escrow Agent shall have made
the payment provided for in this subsection 3.a., it shall be completely
discharged and released of any and all further liabilities and
responsibilities hereunder.
B. This Agreement shall also terminate upon the earlier of (i) the
date the Issuer notifies the Escrow Agent that the offering of Shares has
been terminated, or (ii) the 121st day after the effective date of the
Issuer's Prospectus unless extended for an additional ninety (90) days upon
agreement of the Issuer, unless Escrow Agent holds at least $360,000
pursuant to this Agreement.
C. If this Agreement is terminated pursuant to subsection 3.B., within
five (5) business days after the termination, Escrow Agent shall return to
each Subscriber the subscription proceeds attributable to him or her
hereunder, without interest thereon. All returns and deliveries to a
Subscriber hereunder shall be mailed by regular mail to the residential or
business address of such Subscriber, as provided to the Escrow Agent
pursuant to Section 1, above. With regard to any funds payable to
Subscribers of Shares which the Escrow Agent cannot disburse or return to
the Subscribers because the address given in the written account is
defective or which the Escrow Agent cannot, for any other reason, disburse
to the Subscriber, the Escrow Agent shall at its option and sole discretion
either: (a) deposit the funds with the Clerk of the District Court of
Arapahoe County, State of Colorado or with the Clerk of the United States
District Court for the District of Colorado, and interplead the parties
hereto, or (b) retain such funds until a valid determination regarding such
Subscriber can be made. Upon the Escrow Agent's so depositing such funds
and filing its complaint in interpleader under subparagraph (a), the
parties herein, for themselves, their heirs, successors and assigns, do
hereby appoint the Clerk of the Court as their agent for service of all
process in connection with the proceeding mentioned in this paragraph.
D. Any payment to a Subscriber may be made by a check of the Escrow
Agent. Each amount paid or payable to each Subscriber pursuant to this
subsection 3.C. shall be deemed to be the property of each Subscriber, free
and clear of any or all claims of the Company or any of its creditors, and
the respective agreements to purchase the Shares made and entered into in
the Prospectus shall thereupon be deemed to be canceled and without any
further liability of the Subscribers to pay for the Shares purchased.
E. The Issuer shall make a true copy of this Escrow Agreement
available to each Subscriber at no charge.
4. Escrow Agent.
The parties further covenant, warrant and agree that the Escrow Agent:
A. Shall have no duty to collect any proceeds of the offering of the
Shares.
B. Undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this
Agreement against the Escrow Agent.
C. May act in reliance upon any writing or instrument or signature
which it believes in good faith to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice, or instructions in connection with the provisions hereof
has been duly authorized to do so.
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D. Shall not be liable, in any manner, for the validity, sufficiency
or correctness, as to form, manner and execution, of any instrument
deposited in the Escrow Account or with respect to the identity, authority,
or right of any person executing the same, and its duties hereunder shall
be limited to the safekeeping of such moneys, instruments or other
documents received by it as escrow holder and for the disposition of the
same in accordance with the written instrument accepted by it in the Escrow
Account.
E. May consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such
counsel. The Escrow Agent shall otherwise not be liable for any mistake of
fact or error of judgment or any acts or omissions of any kind, unless
caused by its willful misconduct or gross negligence.
F. May resign upon 30 days written notice to the parties to this
Agreement. If a successor Escrow Agent is not appointed within this 30 day
period, the Escrow Agent may petition a court of competent jurisdiction to
name a successor.
G. May, in the event of doubt as to its duties or liabilities under
the provisions of this escrow, in its sole discretion, continue to hold the
monies which are the subject to this escrow until all interested persons
mutually agree to the disbursement thereof, and may, in its sole
discretion, file an action in interpleader to resolve such disagreement.
The Escrow Agent shall be indemnified for all costs, including reasonable
attorneys, fees, in trial and appellate courts, in connection with the
aforesaid interpleader action and shall be fully protected in suspending
all or a part of its activities under this Agreement until final judgment
in the interpleader action is received.
H. May accept directions hereunder from the Issuer or such other
agents of the Issuer whose names and signatures are supplied to the Escrow
Agent in a letter executed on behalf of the Issuer.
I. Shall have no obligation to pay interest on any funds so deposited.
J. Except as set forth in Exhibit "A" to this Agreement, Escrow Agent
shall not earn a fee for its services hereunder; however, the Escrow Agent
shall be reimbursed by the Issuer for normal and routine banking charges
incurred in connection with the maintenance of the Escrow Account.
5. Indemnification.
A. The Issuer agrees to absolve, exonerate, hold harmless, indemnify
and defend the Escrow Agent from any and all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expense,
fees, or charges of any character or nature, including attorneys, fees in
trial and appellate courts, and the cost of defending any action, suit or
proceeding or of resisting or the settlement of any claim, which it may
incur or with which it may be threatened by reason of its acting as Escrow
Agent.
B. The Escrow Agent shall be vested with a lien on all property
deposited hereunder for indemnification for attorneys, fees, court costs,
or any other expense, fees or charges of any character or nature which may
be incurred by said Escrow Agent by reason of disputes arising between the
makers of this escrow, as to the correct interpretation of this Agreement
and instructions given to the Escrow Agent hereunder or otherwise, and
shall have the right, regardless of the instructions aforesaid, to hold
such property until and unless such additional expenses, fees, and charges
shall be fully paid.[
C. This indemnity shall not apply in any cause that arises from the
willful misconduct or gross negligence of the Escrow Agent.
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D. The Company shall promptly deliver copies to the Escrow Agent of
any pleading or request for discovery served on it which might in any way
affect the offering of the Shares.
E. This indemnity shall survive the termination of this Agreement.
6. No Property Rights in Escrow Account
During the term of this Agreement, none of the cash 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, and, except as
expressly provided herein with respect to payments by the Escrow Agent to the
Company, the Escrow Agent shall make or permit no disbursement from the Escrow
Account. The Escrow Agent shall not be required to make any disbursement until
all funds deposited with it have cleared and been finally paid.
7. Prospectus. The Company shall give the Escrow Agent immediate written
notice of the date upon which the Prospectus is effective and has furnished
Escrow Agent with a copy of the Prospectus.
8. Notices.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by facsimile transmission, by U.S. Mail, or by
private express delivery, to the respective addresses set forth at the end
hereof. The Escrow Agent shall be obligated to accept notice only from the
following individual, who is authorized to act under this Agreement on behalf of
the Issuer: Xxxxxxxx X. Xxxxxxx.
In the Case of the Company:
FRONTIER STAFFING, INC.
0000 Xxx Xxxxxxxx Xxxxxxx, Xxxxx X-0
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Telephone Number (000) 000-0000
Fax Number (505)
In the Case of the Escrow Agent:
Community Banks of Colorado
Attention: Xxxxx X. Xxxx
0000 X.X. Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Telephone Number (000) 000-0000
Fax Number (000) 000-0000
9. Successors and Assigns.
The rights created by this Agreement shall inure to the benefit of and the
obligations created hereby shall be binding upon the successors and assigns of
the Escrow Agent and the Issuer.
10. Construction.
This Agreement shall be construed and enforced according to the laws of the
State of Colorado.
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11. Term.
A. This Escrow Agreement shall terminate and the Escrow Agent shall be
discharged of all responsibility hereunder at such time as this Agreement
is terminated pursuant to paragraphs 3A or 11B of this Agreement.
B. Notwithstanding anything herein to the contrary, upon receipt of
written notice from the Issuer that the offering of Shares has been
terminated, the Escrow Agent shall return to each Subscriber, the
subscription proceeds received and collected from him or her hereunder,
without interest thereon, and at such time this Agreement will terminate.
C. In no event shall this Escrow Agreement be in effect for a period
beyond that specified in paragraph 3 of this Agreement and, at that time,
all sums shall be transferred pursuant to such paragraph 3A.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
on the day and year first above written.
"Issuer"
FRONTIER STAFFING, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxxx, President
"Escrow Agent"
Community Banks of Colorado
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President/Private Bank
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EXHIBIT "A"
ESCROW FEES
Acceptance Fee: $500, plus $3.00 per returned check.
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