FUND ESCROW AGREEMENT FUND ESCROW AGREEMENT THIS AGREEMENT made and entered into this, by and between Amrite Builders , Inc. whose address is 7601 W. Laredo St., Las Vegas, NV 89117 ("Company") and Southwest Escrow Company, whose address is 401 North...
FUND ESCROW AGREEMENTTHIS AGREEMENT made and entered into this, by and between Xxxxxx Builders , Inc. whose address is 0000 X. Xxxxxx Xx., Xxx Xxxxx, XX 00000 ("Company") and Southwest Escrow Company, whose address is 000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 ("Escrow Agent").
WHEREAS, the Offering is to be made in accordance with Section 7(b), Rule 419 (Rule 419") of the Securities Act of 1933, as amended (the "Act") and the offering will be registered with the Securities and Exchange Commission (the "Commission"); and
WHEREAS, the parties wish to make provision to impound the net proceeds (after the release to the company of an amount equal to 10%, on an aggregate basis), from the sale of a minimum of 500,000 shares subscribed in the Offering in escrow, which net proceeds are to be released to the Company only in the event of the sale of 500,000 shares, within the time set forth herein, and otherwise the escrowed proceeds are to be returned by Escrow Agent in accordance with the terms and conditions set forth herein and all as specifically directed under Rule 419.
1. Establishment of Escrow Account. On or prior to the date of the commencement of the offering, the parties shall establish a non-interest bearing escrow account with the Escrow Agent, which escrow account shall be entitled Escrow number 99-08-0027 DEP (Nevada Acquisition Ventures 1, Inc.) escrow Account and shall be located at Southwest Escrow Company (the "Escrow Account"). Any checks received that are made payable to a party other than Southwest Escrow Company shall be returned to the investor who submitted the check.
0. Deposits into the Escrow Account. All proceeds delivered to the Escrow Agent pursuant hereto (less amounts permitted to be released to the Company) shall be deposited immediately by the Escrow Agent in the Escrow Account. The Escrow Account shall be created and maintained subject to the customary rules and regulations of the Escrow Agent pertaining to such accounts. In addition, as specified in Rule 419 (b) 3.i., all securities issued in connection with the subject offering shall be deposited directly into the Escrow Account promptly upon issuance. Securities held in the escrow account are to remain as issued and deposited and shall be held for the sole benefit of the purchasers.
The Escrow Agent has received a signed representation from the Company, together with other evidence acceptable to the Escrow Agent, that the requirements of paragraphs (e)l and (e)2 of Rule 419 of the Act have been met; and
Consummation of an acquisition(s) meeting the requirements of paragraph (e)(2)(iii) of Rule 419 of the Act; or
For as long as 180 days from the date of the offering Prospectus if the minimum number of 500,0000 shares is not sold.
6. Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash.
In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder.
As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.
It is understood and agreed that the duties of the Escrow Agent are entirely ministerial, being limited to receiving monies and securities from the Company and holding and disbursing such monies and shares in accordance with this Agreement,
Any check returned unpaid to the Escrow Agent shall be returned to the investor that submitted the check. In such cases, the Escrow Agent will promptly notify the company of such return.
If the Company rejects any subscription for which the Escrow Agent has already collected funds, the Escrow Agent shall promptly issue a refund check to the rejected subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber's check for collection, the Escrow Agent shall promptly issue a check in the amount of the subscriber's check to the rejected subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected subscriber's check for collection, the Escrow Agent shall promptly remit the subscriber's check directly to the subscriber.
14. Dispute . In the event that a dispute arises as to the terms of this Agreement, the Escrow Agent shall be entitled to deposit, in the nature of any interpleader action, any documents or proceeds then held by such Escrow Agent with any court of competent jurisdiction within the State of Nevada.
16. Governing Law . This Agreement shall be governed by the laws of the State of Nevada.
IN WITNESS WHEREOF. the Company, and the Escrow Agent have executed this Fund Escrow Agreement on the day and year first above-written.
XXXXXX BUILDERS, INC.
/s/ Xxxx X. Xxxxxxxx, Secretary of the Corporation
SOUTHWEST ESCROW COMPANY
/s/ XXXX X. XXXX, PRESIDENT