EXHIBIT 99.2
ESCROW AGREEMENT
AGREEMENT made as of the 20th day of March 2013 by and between CME Realty Inc.
("Issuer"), and the Law Offices of Xxxxxx X. Xxxxxxx, Esq., 0000 Xxxxxxxx Xxxx.,
Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 (the "Escrow Agent")
WITNESSETH
WHEREAS, the Issuer proposes to establish with the Escrow Agent an escrow
account (the "Escrow Account"), to which subscription monies which are received
by the Escrow Agent from the Issuer in connection with such public offering are
to be credited, and the Escrow Agent is willing to establish the Escrow Account
on the terms and subject to the conditions hereinafter set forth; and
WHEREAS, the Escrow Agent has an agreement with Bank of America or such other
bank as selected by the Escrow Agent and reasonably acceptable to the Issuer to
establish a special bank account (the "Bank Account") into which the
subscription monies, which are received by the Escrow Agent from the Issuer and
credited to the Escrow Account, are to be deposited;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Information Sheet. Each capitalized term not otherwise defined in this
Agreement shall have the meaning set forth for such term on the information
sheet which is attached to this Agreement and is incorporated by reference
herein and made a part hereof (the "Information Sheet").
2. Establishment of the Bank Account.
2.1 The Escrow Agent shall establish a non-interest bearing bank account at
the branch of Bank of America and bearing the title set forth on the Information
Sheet (heretofore defined as the "Bank Account"). The purpose of the Bank
Account is for (a) the deposit of all subscription monies (checks, cash or wire
transfers) which are received by the Issuer from prospective purchasers of the
Securities and are delivered by the Issuer to the Escrow Agent, (b) the holding
of amounts of subscription monies which are collected through the banking
system, and (c) the disbursement of collected funds, all as described herein. No
interest will be available to either the purchasers or the Company (since the
funds are being held in a non-interest bearing account).
2.2 The Offering Period, which shall be deemed to commence on the date set
forth in the Issuer's Prospectus to be supplied to the Escrow Agent and to
terminate on the date set forth on the Information Sheet. The last day of the
Offering Period, or the last day of the Extension Period (if the Escrow Agent
has received written notice thereof as hereinabove provided), is referred to
herein as the "Termination Date." Except as provided in Section 4.3 hereof,
after the Termination Date, the Issuer shall not deposit, and the Escrow Agent
shall not accept, any additional amounts representing payments by prospective
purchasers.
3. Deposits to the Bank Account.
3.1 The Issuer shall promptly deliver to the Escrow Agent all monies which
it receives from prospective purchasers of the Securities, which monies shall be
in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt
of such monies, they shall be credited to the Escrow Account. All checks
delivered to the Escrow Agent shall be made payable to "Law Offices of Xxxxxx X.
Xxxxxxx, Esq., Client Trust Account f/b/o CME Realty Inc.". Any check payable
other than to the Escrow Agent as required hereby shall be returned to the
Issuer, by noon of the next business day following receipt of such check by the
Escrow Agent, and such check shall be deemed not to have been delivered to the
Escrow Agent pursuant to the terms of this Agreement.
3.2 Promptly after receiving subscription monies as described in Section 3.1,
the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies
so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent
shall cause Bank of America to process all Escrow Amounts for collection through
the banking system. Simultaneously with each deposit to the Escrow Account, the
Issuer shall inform the Escrow Agent in writing of the name and address of the
prospective purchaser, the amount of Securities subscribed for by such
purchaser, and the aggregate dollar amount of such subscription (collectively
the "Subscription Information").
3.3 The Escrow Agent shall not be required to accept for credit to the
Escrow Account or for deposit into the Bank Account checks which are not
accompanied by the appropriate Subscription Information. Wire transfers and cash
representing payments by prospective purchasers shall not be deemed deposited in
the Escrow Account until the Escrow Agent has received in writing the
Subscription Information required with respect to such payments.
3.4 The Escrow Agent shall not be required to accept in the Escrow Account
any amounts representing payments by prospective purchasers, whether by check,
cash or wire, except during the Escrow Agent's regular business hours.
3.5 Only those Escrow Amounts, which have been deposited in the Bank
Account and which have cleared the banking system and have been collected by the
Escrow Agent, are herein referred to as the "Fund."
3.6 If the proposed offering is terminated before the Termination Date, the
Escrow Agent shall refund any portion of the Fund prior to disbursement of the
Fund in accordance with Article 4 hereof upon instructions in writing signed by
the Issuer.
4. Disbursement from the Bank Account.
4.1 Subject to 4.3 below, if by the close of regular banking hours on the
Termination Date the Escrow Agent determines that the amount in the Fund is less
than the Fixed Offering Dollar Amount, or Fixed Securities Amount, as indicated
by the Subscription Information submitted to the Escrow Agent, then in either
such case, the Escrow Agent shall promptly refund to each prospective purchaser
the amount of payment received from such purchaser which is then held in the
Fund or which thereafter clears the banking system, without interest (since the
funds are being held in a non-interest bearing account) thereon or deduction
there from, by drawing checks on the Bank Account for the amounts of such
payments and transmitting them to the purchasers. In such event, the Escrow
Agent shall promptly notify the Issuer of its distribution of the Fund.
4.2 Subject to 4.3 below, if at any time up to the close of regular banking
hours on the Termination Date, the Escrow Agent determines that the amount in
the Fund is at least equal to the Fixed Dollar Amount and represents the sale of
not less than the Fixed Securities Amount, the Escrow Agent shall promptly
notify the Issuer of such fact in writing. The Escrow Agent shall promptly
disburse the Fund, by drawing checks on the Bank Account in accordance with
instruction in writing signed by the Issuer as to the disbursement of the Fund,
promptly after it receives such instructions. Such closing(s) may take place by
mutual agreement of the Issuer any time during or after the Offering Period, as,
and if, extended. Release of the funds to the Company is based upon our escrow
agent, Law Offices of Xxxxxx X. Xxxxxxx, Esq.reviewing the records of the
depository institution holding the escrow to verify that that the checks have
cleared prior to releasing the funds to the Company. Written notice will be
mailed to each investor that the fixed offering amount has been received and the
offering proceeds have been distributed to the Company.
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4.3 If the Escrow Agent has on hand at the close of business on the
Termination Date any uncollected amounts which when added to the Fund would
raise the amount in the Fund to the Fixed Dollar Amount, and result in the Fund
representing the sale of the Fixed Securities Amount, the Collection Period
(consisting of the number of business days set forth on the Information Sheet)
shall be utilized to allow such uncollected amounts to clear the banking system.
During the Collection Period, the Escrow Agent shall not deposit or accept, any
additional amounts; provided, however, that such amounts as were received by the
Issuer by the close of business on the Termination Date may be deposited with
the Escrow Agent by noon of the next business day following the Termination
Date. If at the close of business on the last day of the Collection Period an
amount sufficient to raise the amount in the Fixed Dollar Amount and which would
result in the Fund representing the sale of the Fixed Securities Amount shall
not have cleared the banking system, the Escrow Agent shall promptly notify the
Issuer in writing of such fact and shall promptly return all amounts then in the
Fund, and any amounts which thereafter clear the banking system, to the
prospective purchasers as provided in Section 4.1 hereof.
4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4,
the Escrow Agent shall be relieved of all further obligations and relieved from
all liability under this Agreement. It is expressly agreed and understood that
in no event shall the aggregate amount of payments made by the Escrow Agent
exceed the amount of the Fund.
5. Rights, Duties and Responsibilities of Escrow Agent. It is understood and
agreed that the duties of the Escrow Agent are purely ministerial in nature, and
that:
5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the
Escrow Amounts which have been deposited in the Bank Account and of the amounts,
constituting the Fund, which have cleared the banking system and have been
collected by the Escrow Agent.
5.2 The Escrow Agent shall not be responsible for or be required to enforce
any of the terms or conditions of any agreement between the Issuer and third
parties nor shall the Escrow Agent be responsible for the performance by the
Issuer of its respective obligations under this Agreement.
5.3 The Escrow Agent shall not be required to accept from the Issuer any
Subscription Information pertaining to prospective purchasers unless such
Subscription Information is accompanied by checks, cash, or wire transfers
meeting the requirements of Section 3.1, nor shall the Escrow Agent be required
to keep records of any information with respect to payments deposited except as
to the names, addresses and amounts of such payments; however, the Escrow Agent
shall notify the Issuer promptly of any discrepancy between the amount set forth
in any Subscription Information and the amount delivered to the Escrow Agent
therewith. Such amount need not be accepted for deposit in the Escrow Account
until such discrepancy has been resolved.
5.4 The Escrow Agent shall be under no duty or responsibility to enforce
collection of any check delivered to it hereunder. The Escrow Agent, within a
reasonable time, shall return to the Issuer any check received which is
dishonored, together with Subscription Information, if any, which accompanied
such check.
5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in
reliance upon the contents, and assume the genuineness of any notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrow Agent pursuant to this Agreement without the necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not
be obligated to make any inquiry as to the authority, capacity, existence or
identity of any person purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document.
5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder
or shall receive instructions with respect to the Bank Account, the Escrow
Amounts or the Fund which, in its sole determination, are in conflict either
with other instructions received by it or with any provision of this Agreement,
it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof,
in the Bank Account pending the resolution of such uncertainty to the Escrow
Agent's sole satisfaction, by final judgment of a court or courts of competent
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jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit
the Fund (and any other Escrow Amounts that thereafter become part of the Fund)
with the Clerk of a court of competent jurisdiction in a proceeding to which all
parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund
with the Clerk of any such court, the Escrow Agent shall be relieved of all
further obligations and released from all liability hereunder.
5.7 The Escrow Agent shall not be liable for any action taken or omitted
hereunder, or for the misconduct of any employee, agent or attorney appointed by
it, except in the case of willful misconduct or gross negligence. The Escrow
Agent shall be entitled to consult with counsel of its own choosing and shall
not be liable for any action taken, suffered or omitted by it in accordance with
the advice of such counsel.
5.8 The Escrow Agent shall have no responsibility at any time to ascertain
whether or not any security interest exists in the Escrow Amounts, the Fund or
any part thereof or to file any financing statement under the Uniform Commercial
Code with respect to the Fund or any part thereof.
6. Amendment; Resignation. This Agreement may be altered or amended only with
the written consent of the parties hereto. The Escrow Agent (and any successor
escrow agent) at any time may be discharged from its duties and obligations
hereunder by the delivery to it of a notice of termination signed by the
Company, or at any time the Escrow Agent may resign by giving written notice to
such effect to the Issuer. Upon any such termination or resignation, the Escrow
Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow
agent jointly designated by the other parties hereto in writing, or to any court
of competent jurisdiction if no such successor escrow agent is agreed upon,
whereupon the Escrow Agent shall be discharged of and from any and all further
obligations arising in connection with this Escrow Agreement. The termination of
services or resignation of the Escrow Agent shall take effect on the earlier of
(i) the appointment of a successor (including a court of competent jurisdiction)
or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow
Agent of the other parties' notice of termination or (B) to the other parties
hereto of the Escrow Agent's written notice of resignation. If at that time the
Escrow Agent has not received a designation of successor escrow agent, the
Escrow Agent's sole responsibility after that time shall be to keep the Escrowed
Amounts or the Fund safe until receipt of a designation of a successor escrow
agent or a joint written disposition instruction by the other parties hereto or
an enforceable order of a court of competent jurisdiction. Without limiting the
provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to
be reimbursed by the Issuer for any expenses incurred in connection with its
resignation, transfer of the Fund to a successor escrow agent or distribution of
the Fund pursuant to this Section 6.
7. Representations and Warranties. The Issuer hereby represents and warrants to
the Escrow Agent that:
7.1 No party other than the parties hereto and the prospective purchasers
have, or shall have, any lien, claim or security interest in the Escrow Amounts
or the Fund or any part thereof.
7.2 No financing statement under the Uniform Commercial Code is on file in
any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Amounts or the Fund or any part thereof.
7.3 The Subscription Information submitted with each deposit shall, at the
time of submission and at the time of the disbursement of the Fund, be deemed a
representation and warranty that such deposit represents a bona fide payment by
the purchaser described therein for the amount of Securities set forth in such
Subscription Information.
7.4 All of the information contained in the Information Sheet is, as of the
date hereof, and will be, at the time of any disbursement of the Fund, true and
correct.
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8. Fees and Expenses. The Escrow Agent shall be entitled to the Escrow Agent
Fees set forth on the Information Sheet, payable as and when stated therein. In
addition, the Issuer agrees to reimburse the Escrow Agent for any reasonable
expenses incurred in connection with this Agreement, including but not limited
to, reasonable counsel fees.
9. Indemnification and Contribution.
9.1 The Issuer (referred to as the "Indemnitor") agrees to indemnify the
Escrow Agent and its officers, directors, employees, agents and shareholders
(collectively referred to as the "Indemnitees") against and hold them harmless
of and from, any and all loss, liability, cost, damage and expense, including
without limitation, reasonable counsel fees, which the Indemnitees may suffer or
incur by reason of any action, claim or proceeding brought against the
Indemnitees arising out of or relating in any way to this Agreement or any
transaction to which this Agreement relates, unless such action claim or
proceeding is the result of the willful misconduct or gross negligence of the
Indemnitees.
9.2 If the indemnification provided for in Section 9.1 is applicable, but
for any reason is held to be unavailable, the Indemnitor shall contribute such
amounts as are just and equitable to pay, or to reimburse the Indemnitees for,
the aggregate of any and all losses, liabilities, costs, damages and expenses,
including counsel fees, actually incurred by the Indemnitees as a result of or
in connection with, and any such amount paid in settlement of, any action, claim
or proceeding arising out of or relating in any way to any actions or omissions
of the Indemnitor.
9.3 The provisions of the Article 9 shall survive any termination of this
Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent
or otherwise.
10. Participating Broker/Dealers.
The Issuer will notify the Escrow Agent of the names of any participating
broker/dealers other than the Issuer and the Escrow Agent is authorized to
accept subscription payments from such broker/dealers and/or their customers.
11. Governing Law and Assignment. This Agreement shall be construed in
accordance with and governed by the laws of the State of Nevada and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, however, that any assignment or transfer by any party of its rights
under this Agreement or with respect to the Escrow Amounts or the Fund shall be
void as against the Escrow Agent unless (a) written notice thereof shall be
given to the Escrow Agent; and (b) the Escrow Agent shall have consented in
writing to such assignment or transfer, which consent shall not be unreasonably
withheld or delayed.
12. Notices. All notices required to be given in connection with this Agreement
shall be (a) delivered by hand or by facsimile (with confirmation of receipt),
or (b) sent by registered or certified mail, or by the Express Mail service
offered by the United States Post Office with proper postage prepaid, and
addressed as follows:
If to the Issuer, to:
CME Realty Inc.
00000 X. Xxxxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Telephone (000) 000-0000
If to the Escrow Agent:
Law Offices of Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Facsimile (000) 000-0000
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or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective, if to the Issuer,
five days after deposited in the mails, and if to the Escrow Agent shall not be
effective until received. Notices of changes of address shall not be effective
until received.
13. Severability. If any provision of this Agreement or the application thereof
to any person or circumstance shall be determined to be invalid or
unenforceable, the remaining provisions of this Agreement or the application of
such provision to persons or circumstances other than those to which it is held
invalid or unenforceable shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law.
14. Execution in Several Counterparts. This Agreement may be executed in several
counterparts or by separate instruments, and all of such counterparts and
instruments shall constitute one agreement, binding on all of the parties
hereto.
15. Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings (written or oral) of the parties in
connection therewith.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
CME REALTY INC.
By /s/ Xxxxxx Xxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxx
President
Law Offices of Xxxxxx X. Xxxxxxx, Esq.
By: /s/ Xxxxxx X. Xxxxxxx, Esq.
----------------------------------
Xxxxxx X. Xxxxxxx, Esq.
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ESCROW AGREEMENT INFORMATION SHEET
1. The Issuer
Name: CME Realty Inc.
Address: 00000 X. Xxxxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
State of Incorporation: Nevada
2. The Escrow Agent
Name: Law Offices of Xxxxxx X. Xxxxxxx, Esq.
Address: 0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
3. The Securities
Description of the Securities to be offered: Shares of Common Stock
Offering Price per Share: $0.01 per Share.
4. Amount Required for Disbursement of the Escrow Account
Aggregate dollar amount which must be collected before the Escrow
Account may be disbursed to the Issuer ("Fixed Dollar Amount"): $40,000.00.
Total amount of securities which must be subscribed for before the Escrow
Account may be disbursed to the Issuer ("Fixed Securities Amount"):
4,000,000 Shares of Common Stock.
5. Plan of Distribution of the Securities
Offering Period: From the date of the Prospectus until _______________, 2012.
Extension Period, if any:_____________, 2012 through_______________, 2012.
Collection Period, if any: 10 business days.
6. Title of Bank Account:
Law Offices of Xxxxxx X. Xxxxxxx, Esq. Client Trust Account f/b/o CME
Realty Inc.
7. Escrow Agent Fees
The Escrow Agent fee is $2,500.00 and is payable for establishing the escrow
account. All other fees will be mutually agreed upon by the Issuer and the
Escrow Agent.
8. Termination Date
The Escrow Agreement will terminate 180 days after effectiveness or 360 days
in the event of an extension.
9. Federal I.D. No. 00-0000000
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