SECURITIES ESCROW AGREEMENT
This
Securities Escrow Agreement (the “Agreement”), dated as of August 19, 2010, by
and among Xxxxxx Services, Inc, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000, a Utah Corporation (the “Grantee”); Xxxx Xxxxxxx, a resident
of Xxxxx County, Nevada (the “Stockholder”); and Xxxxxxx X. Xxxxxxxxxx, Esq.
(the “Escrow Agent”).
R E C I T A L S:
A. The
Grantee and the Stockholder are parties to an Option Agreement dated August 19,
2010, by which the Stockholder has granted to the Grantee the right to purchase
up to 1,900,000 “unregistered” and “restricted” shares (the “Option Shares”) of
the common stock of RxBids, a Nevada corporation (the “Company”), for an
Aggregate Exercise Price of $60,000 (the “Option”).
B. The
Option Agreement provides for the engagement of the Escrow Agent to effectuate
the proper distribution of the Option Shares and the Aggregate Exercise Price,
and the Escrow Agent has indicated his willingness to serve in such
capacity.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment of Escrow
Agent. The Grantee and the Stockholder do hereby appoint and
designate Xxxxxxx X. Xxxxxxxxxx, Esq. as Escrow Agent for the purposes set forth
herein, and the Escrow Agent does hereby accept such appointment under the terms
and conditions as set forth herein.
2. Establishment of
Escrow. Concurrently with the execution of this Agreement, the
Stockholder has deposited with Escrow Agent certificates representing the Option
Shares, duly endorsed and Medallion Guaranteed with respect to the requisite
signatures thereon (the “Option Certificates”). The Escrow Agent
shall hold the Option Certificates in Escrow, subject to the terms and
conditions hereof. Escrow Agent acknowledges receipt of the Option
Certificates from the Stockholder and agrees to hold the same in escrow pursuant
to the terms hereof.
3. Release of Option Shares and
Funds.
(a) If the
Grantee or its assigns do not execute the Option by the end of the Option Period
as defined in Section 3.1 of the Option Agreement, then the Escrow Agent shall
promptly deliver the Option Certificate to the Stockholder.
(b) In the
event the Grantee or its assigns execute the Option by the end of the Option
Period, then the Escrow Agent shall promptly deliver: (i) the Option
Certificate to the Grantee or such persons as the Grantee designates in writing;
and (ii) the Aggregate Exercise Price by wire transfer to the Stockholder upon
confirmation of good funds.
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4. Termination. Upon
the happening of the events set out in either Paragraph 3(a) or 3(b), the Escrow
Agreement shall be terminated.
5. Limited Duties and
Liabilities of Escrow Agent.
(a) The
Escrow Agent is not a party to, and is not bound by, any provisions which may be
evidenced by, or arise out of, any agreement other than as herein set forth
under the express provisions of this Agreement.
(b) The
Escrow Agent undertakes to perform only such duties as are expressly set forth
herein and no other or further duties or responsibilities shall be
implied.
(c) The
Escrow Agent shall be protected in acting upon any written instruction, notice,
request, waiver, consent, receipt or other paper or document apparently signed
by a party in connection with Option Shares and the Aggregate Purchase Price;
provided, that the Escrow Agent shall make a reasonable effort to ascertain that
any document on which the Escrow Agent acts is actually executed by the party
who has been represented as signing the document.
(d) The
Escrow Agent may seek the advice of legal counsel in the event of any question
or dispute as to the construction of any of the provisions hereof or his duties
hereunder, and it shall incur no liability and shall be fully protected in
acting in accordance with their opinion and instructions.
(e) The
Escrow Agent is not obligated to render any statements or notices of
non-performance hereunder to any party hereto, but may in his discretion inform
any party hereto or his authorized representative of any matters pertaining to
this Escrow Agreement.
(f) The
Escrow Agent shall not be liable for any error or judgment, or for any act done
or omitted by it in good faith, or for any mistake of fact or law, or for
anything which he may do or omit from doing in connection herewith, except upon
his own gross negligence or willful misconduct.
(g) In the
event of any disagreement between any of the parties to this Escrow Agreement,
or between them or either of them and any other person, resulting in demands or
adverse claims being made in connection with or for any asset involved herein or
affected hereby such that the Escrow Agent is uncertain as to his duties and
rights under this Agreement, or in the event the Escrow Agent shall receive
instructions from the Stockholder or the Grantee which, in the Escrow Agent’s
opinion conflict with the provisions of this Agreement, the Escrow Agent shall
be entitled, at his discretion, to refuse to comply with any demands or claims
on him, as long as such disagreement shall continue, and in so refusing the
Escrow Agent shall not be or become liable in any way or to any person or party
for his failure or refusal to comply with such conflicting demands or adverse
claims, and he shall be entitled to continue so to refrain from acting and so to
refuse to act until the rights of each person or party shall have been finally
adjudicated in a court assuming and having jurisdiction on the asset involved
herein or affected hereby, or all differences shall have been adjusted by
agreement and the Escrow Agent shall have been notified thereof in writing
signed by all persons and parties interested.
6. Resignation. The
Escrow Agent may resign and be discharged from his duties and obligations
hereunder by giving notice in writing of such resignation specifying a date when
such resignation shall take effect, which date shall be not less than fifteen
(15) business days from the date of such notice.
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7. Indemnification. The
Stockholder and the Grantee hereby agree to jointly and severally indemnify the
Escrow Agent for, and to hold him harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Escrow
Agent, arising out of or in connection with his entering into this Escrow
Agreement and carrying out his duties hereunder, including the costs and
expenses of defending himself against any claim of liability.
8. Notices. All
notices and communications hereunder shall be in writing and shall be deemed to
be duly given if sent by registered mail, return receipt requested, as
follows:
(a) as to the
Grantee:
Xxxxxx
Services, Inc.
0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx
Xxxx, Xxxx 00000
Attention: Xxxxxx
X. Xxxxxxx
(b) as to the
Stockholder:
Xxxx
Xxxxxxx
00000 X.
Xxxxxxxxx Xxx
Xxxxxx,
Xxxxxxx 00000
(c) as to the
Escrow Agent:
Xxxxxxx
X. Xxxxxxxxxx, Esq.
000 Xxxx
000 Xxxxx, Xxxxx 000
Xxxx Xxxx
Xxxx, Xxxx 00000
or at
such other address as any of the above may have furnished to the other parties
in writing by registered mail, return receipt requested and any such notice or
communication given in the manner specified in this Paragraph 8 shall be deemed
to have been given as of the date so mailed except with respect to the Escrow
Agent as to which any notice shall be deemed to have been given on the date
received by the Escrow Agent.
9. Governing
Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Utah without reference to
principles of conflicts of laws.
10. Entire
Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreements, arrangements or understandings between
the parties relating to the subject matter hereof.
11. Amendment and
Waiver. This Agreement may not be amended except by a written
agreement between the parties making reference to this Agreement.
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12. Counterparts. This
Agreement may be executed by any or all parties signing the same instrument, or
by each party signing a separate counterpart or counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
13. Severability. If
any one or more of the provisions contained in this Agreement or in any other
document delivered pursuant hereto shall for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or any
other document.
14. Inconsistencies. In
the event any of the terms and provisions of the Option Agreement shall be
inconsistent with the terms and provisions of this Agreement, the terms and
provisions of this Agreement shall govern and control.
15. Waiver of
Conflict. The parties hereby acknowledge that Xxxxxxx X.
Xxxxxxxxxx, Esq., is both the son of the Escrow Agent and the legal counsel for
Grantee and that such relationship may present a conflict of interest with
respect to the Escrow Agent’s engagement hereunder. Nonetheless,
after the opportunity to discuss this potential conflict of interest with his
legal counsel, Stockholder hereby waives objection to such
conflict.
IN
WITNESS WHEREOF, the parties hereto, have executed this Securities Escrow
Agreement on the day and year first above written.
XXXXXX
SERVICES, INC., a Utah corporation
By: /s/Xxxxxx X.
Xxxxxxx
Name: Xxxxxx X.
Xxxxxxx
Title: Vice
President
/s/Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
/s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx
X. Xxxxxxxxxx, Esq.
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