SECURITY OFFERING ESCROW AGREEMENT
EXHIBIT
4.2
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SECURITY
OFFERING
ESCROW
AGREEMENT
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These
Escrow Instructions are given by Rokwader, Inc., a Delaware corporation (the
"Company") to City National Bank, a national banking association ("Escrow
Holder").
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1.
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OFFERING:
The Company desires to offer to subscribers a minimum of 300,000
and a
Maximum of 700,000 shares of common stock at a price of $ .75 per
share,
payable $ 225,000 and $525,000, respectively, in cash, as more
particularly set forth in a Prospectus
dated ,
20 ,
a
copy of which has been delivered to Escrow Holder (the "Disclosure
Document"). Escrow Holder is not to be concerned with the Disclosure
Document, except as specifically set forth
below.
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2.
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ESTABLISHMENT
OF THE ESCROW:
Escrow Holder will open one or more escrow accounts (the "Escrow"),
and
the Company will deliver to Escrow Holder from time to time for deposit
into the Escrow the full amount of each payment received from each
subscriber (the "Subscription Price"), together with a full copy
of the
Subscription Agreement executed by such subscriber, showing the name,
address and taxpayer identification number of such subscriber, the
number
of shares subscribed for and the amount paid therefore and an I.R.S.
Form
W-9 completed and executed by each subscriber. Escrow Holder shall
have no
obligation to accept monies, documents or instructions from any party
other than the Company with respect to the Escrow. All monies so
deposited
will be in the form of a subscriber's personal check in favor of
"City
National Bank - Rokwader, Inc.”. Should any such check be returned to
Escrow Holder as uncorrectable for any reason, Escrow Holder will
charge
the amount of such unpaid check to Escrow, notify the Company of
the
amount of such return check, the name of the subscriber and the reason
for
return, and hold such check subject to further instructions from
the
Company. Escrow Holder will hold all monies and other property in
the
escrow free from any lien, claim or offset, except as set forth herein,
and such monies and other property shall not become the property
of the
Company, nor subject to the debts thereof, unless the conditions
set forth
in these instructions to disbursement of such monies to the Company
have
been fully satisfied.
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3.
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INVESTMENT:
All
funds will be held by Escrow Holder in a Money Market Investment
Account
bearing interest at Escrow Holder's then applicable rate. No funds
will
earn interest until Escrow Holder receives an I.R.S. Form W-9 completed
and executed by the Company and the subscriber's check has been collected
in good funds.
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(a) CANCELLATION
BY THE COMPANY: The
Company may reject or cancel any subscription in whole or in part.
If the
Subscription Price for such rejected or cancelled subscription has
been
delivered to Escrow Holder, the Company will inform Escrow Holder
of the
rejection or cancellation, and Escrow Holder upon receiving such
notice
will refund to the subscriber the Subscription Price.
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(b) CANCELLATION
BY SUBSCRIBERS:
All Subscriptions are irrevocable, and no subscriber will have any
right
to cancel or rescind the subscription, except as required under the
law of
any jurisdiction in which the shares are
sold.
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5.
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CLOSING:
The
Escrow will remain open until the earliest to occur of the following
(the
"Closing Date"):
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(a) Receipt
by Escrow Holder of the Subscription Price for at least 300,000 shares
(the "Minimum Subscriptions"), together with a written instruction
from
the Company that the Escrow be closed; or
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(b) Five
o'clock P.M. on ,
2008, provided that the Company may extend the Closing Date by written
instruction to Escrow Holder, but in no event later than
___________.
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If
upon
the Closing Date, Escrow Holder has received the Subscription Price for at
least
the Minimum Subscription, Escrow Holder will disburse all monies, instruments
and other documents in the Escrow, to the Company or as otherwise instructed
by
the Company as soon as the Subscription Prices for the Minimum Subscriptions
have been collected in good funds. Thereafter, the Escrow will remain open
for
the sole purpose of depositing therein the Subscription Prices for additional
shares subsequently sold by the Company, which Escrow Holder will disburse
to
the Company or as instructed by the Company, provided that in no event shall
the
Escrow remain open after Escrow Holder has received and disbursed the
Subscription Prices for
shares.
If, upon the Closing Date, Escrow Holder has not received the Subscription
Prices for al least the minimum Subscriptions, or if, subsequent to the Closing
Date, checks are returned unpaid such that Escrow Holder no longer holds the
Subscription Prices for the Minimum Subscription in the Escrow, Escrow Holder
will refund all the monies in the Escrow, to the subscribers without further
notice to the Company. Under no circumstances will Escrow Holder be required
to
disburse any monies until the check therefore has been collected in good
funds.
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6.
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INSTRUCTIONS
AND AMENDMENTS:
All notices and instructions to Escrow Holder must be in writing
and may
be delivered personally or mailed, certified or registered mail,
return
receipt requested, addressed to City
National Bank, 000 Xxxxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxxxxx, XX 00000 Attention: Xxx
Xxxxxxx/VP, Trust Officer/Wealth Management Services - TRUST
DEPARTMENT,
as provided in section 12 of these escrow instructions. All such
notices
and instructions will be deemed given when received by Escrow Holder,
as
shown on the receipt therefore. All Instructions from the Company
will be
signed by Yale Xxxxx or Xxxxxxxx Xxxx.
Unless otherwise provided herein, these instructions may be amended
or
further instructions given only to the extent that such amendments
or
instructions are consistent with, and do not add materially to, the
description of the Escrow contained in the Disclosure document, unless
consented to in writing by all subscribers whose Subscription Prices
have
been received by Escrow Holder therefore and unless disclosed to
all
subscribers thereafter.
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7.
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FEES:
Escrow Holder shall be entitled to an initial, non refundable, set-up
fee
of $2,000 payable concurrently with its acceptance, and upon opening
of
this Escrow, plus actual expenses incurred in performing its duties
hereunder. The Company will pay Escrow Holder's fees and expenses
provided
that upon the close of the escrow, Escrow Holder may withhold from
any
amounts disbursed to the Company the amount of its then earned but
unpaid
fees and expenses. Fees will be charged pursuant to the fee schedule
attached hereto and incorporated herein by
reference.
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8.
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EXCULPATION:
Escrow Holder will not be liable
for:
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(a)
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The
genuineness, sufficiency, correctness as to form, manner of execution
or
validity of any instrument deposited in the Escrow, nor the identity,
authority or rights of any person executing the
same.
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(b)
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Any
misrepresentation or omission in the Disclosure Document or any failure
to
keep or comply with any of the provisions of any agreement, contract,
or
other instrument referred to therein;
or
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(c)
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The
failure of the Company to transmit, or any delay in transmitting
any
subscriber's Subscription Price to Escrow Holder.
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Escrow
Holder's duties hereunder shall be limited to the safekeeping of monies,
instruments or other documents received by the Escrow Holder into the Escrow,
and for the disposition of same in accordance with this Escrow Agreement and
any
further instructions pursuant to this Escrow Agreement.
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9.
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INTERPLEADER:
In
the event conflicting demands are made or notices served upon Escrow
Holder with respect to the Escrow, Escrow Holder shall have the absolute
right at its election to do either or both of the
following:
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(a)
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Withhold
and stop all further proceedings in, and performance of, this escrow;
or
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(b)
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File
a suit in interpleader and obtain an order from the court requiring
the
parties to litigate their several claims and rights among themselves.
In
the event such interpleader suit is brought, Escrow Holder shall
be fully
released from any obligation to perform any further duties imposed
upon it
hereunder, and the Company shall pay Escrow Holder all costs, expenses
and
reasonable attorney's fees expended or incurred by Escrow Holder,
(or
allocable to its in-house counsel), the amount thereof to be fixed
and a
judgment thereof to be rendered by the court in such
suit.
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10.
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INDEMNITY:
The Company further agrees to pay on demand, and to indemnify and
hold
Escrow Holder harmless from and against, all cost, damages, judgments,
attorney's fees, expenses, obligations and liabilities of any kind
or
nature which, in good faith, Escrow Holder may incur or sustain in
connection with or arising out of the Escrow and Escrow Holder is
hereby
given a lien upon all the rights, titles, interest of the Company
in
monies and other property deposited in the Escrow, to protect Escrow
Holder's rights and to indemnify and reimburse Escrow Holder under
these
Escrow Instructions.
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11.
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RESIGNATION
OF ESCROW HOLDER:
Escrow Holder may resign herefrom upon fourteen (14) days' written
notice
to the Company and shall thereupon be fully released from any obligation
to perform any further duties imposed upon it hereunder. Escrow Holder
will transfer all files and records relating to the Escrow to any
successor escrow holder upon receipt of a copy of executed escrow
instructions designating such
successor.
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12.
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E-MAIL/FACSIMILE:
The Company agrees that Escrow Holder may, but need not, honor and
follow
instructions, amendments or other orders ("orders") which shall be
provided by electronic transmission ("e-mail") to Escrow Holder in
connection with this escrow and may act thereon without further inquiry
and regardless of by whom or by what means the actual or purported
signature of the Company may have been affixed thereto if such signature
in Escrow Holder's sole judgment is an authorized signature of the
Company. The Company indemnifies and holds Escrow Holder free and
harmless
from any and all liability, suits, claims or causes of action which
may
arise from loss or claim of loss resulting from any forged, improper,
wrongful or unauthorized e-mail or faxed order. The Company agrees
to pay
all attorney fees and cost incurred by Escrow Holder (or allocable
to its
in-house counsel), in connection with said
claim(s).
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13.
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OTHER:
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(a)
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Time
is of the essence of these and all additional or changed
instructions.
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(b)
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These
Escrow Instructions may be executed in counterparts, each of which
so
executed shall, irrespective of the date of its execution and delivery,
be
deemed an original, and said counterparts together shall constitute
one
and the same instrument.
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(c)
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These
Escrow Instructions shall be governed by, and shall be construed
according
to, the laws of the State of
California.
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(d)
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The
Company will not make any reference to City National Bank in connection
with the Offering except with respect to its role as Escrow Holder
hereunder, and in no event will the Company state or imply the Escrow
Holder has investigated or endorsed the offering in any manner
whatsoever.
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(e)
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Important
Information About Procedures for Opening a New
Account:
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain,
verify, and record information that identifies each person who opens
an
account. What this means for Principal/Company: Upon opening an account,
CNB will ask for Principal’s/Company’s name, address, date of birth (if an
individual), and other information that will allow CNB to identify
the
Principal/Company. CNB may also ask to see the Principal’s/Company’s
driver’s license (if an individual) or other identifying
documents.
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IN
WITNESS WHEREOF,
The
parties have executed these Escrow Instructions as of the date set forth besides
such parties' signature below.
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"COMPANY”
Name
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Address:
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00000
Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
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Telephone
Number:
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(000)
000-0000
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Fax
Number:
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(000)
000-0000
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By:
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Its
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President
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Date:
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"ESCROW
HOLDER” CITY NATIONAL BANK, a national banking
Association
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By:
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Its
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Date:
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