Exhibit 10.2
ESCROW AGREEMENT
This Escrow Agreement (hereinafter "ESCROW AGREEMENT") is made and entered
into this 11th day of December , 2013, by and among the parties listed on
Schedule A hereto ("SELLERS"), shareholders of common stock of Freedom
Petroleum, Inc. ("FREEDOM PETROLEUM") and Xxxxx Xxx ("PURCHASER") and XXXXXX
XXXXXXX XXXXX LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, acting as the
Escrow Agent for this transaction ("ESCROW AGENT").
WITNESSETH
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WHEREAS:
A. The Sellers are selling a total of Twenty Seven Million (27,000,000) shares
of Common Stock of Freedom Petroleum (the "SHARES"), a Nevada corporation,
for a total of TWENTY SEVEN THOUSAND Dollars (US) ($27,000) ("TOTAL
PURCHASE PRICE") to the Purchaser.
B. The Sellers and the Purchaser, have entered into a definitive securities
purchase agreement ("the SECURITIES PURCHASE AGREEMENT') on February 11,
2011, for the purchase of the Shares.
C. It is necessary to establish an escrow for payment of the amount to be paid
by the Purchaser for the Shares, including any deposit to be paid.
D. The Sellers and the Purchaser desire that Xxxxxx Xxxxxxx Xxxxx LLP, serve
as the Escrow Agent in connection with the transaction.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and obligations herein contained, the parties hereto agree as follows:
1. DEPOSIT OF TOTAL PURCHASE PRICE, SHARES AND SALE DOCUMENTS. It is
understood that the Purchaser will deposit the Total Purchase Price and the
Sellers will deposit the Shares and Sale Documents (as defined in the Securities
Purchase Agreement) on or before December 31, 2013, to Xxxxxx Xxxxxxx Xxxxx LLP,
as Escrow Agent, and such Total Purchase Price, Shares and Sale Documents will
be held in escrow until closing or until ordered released as per other sections
of this Agreement. The Total Purchase Price will be held in the Escrow Agent's
XXXX Account (the "ESCROW ACCOUNT") as per the terms of this Agreement.
2. CLOSING. The Escrow Agent is hereby instructed to receive and hold the
Total Purchase Price, Shares and Sale Documents described above, in escrow until
Closing. The Closing shall take place at the time and in accordance with the
terms and conditions set forth in the Securities Purchase Agreement.
Upon Closing, all documents as described above, will be forwarded by
overnight delivery by the Escrow Agent, unless other arrangements are made
satisfactory to all parties, to the Purchaser at the address specified in
Paragraph 15 of this Agreement, or as otherwise may be agreed by the parties.
The funds received for the Shares will be distributed as per instructions of the
Seller.
The Closing will take place at the office of the Escrow Agent, and any
communication between the parties can be by telephone or fax and the signing of
any documents can be done by fax. It will not be necessary for any party to be
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present at the closing so long as all parties have agreed in writing to all
transactions involved. The funds, shares and documents shall not be released or
dealt with in any manner whatsoever inconsistent with this Escrow Agreement,
until the Closing, at which time all documents will be delivered to the
Purchaser and the funds will be disbursed as directed by the Sellers.
3. The Escrow Agent shall have no duties or obligations other than those
specifically set forth herein. The acceptance by the Escrow Agent of their
duties under this Escrow Agreement is subject to the terms and conditions
hereof, which shall govern and control with respect to its rights, duties,
liabilities and immunities.
4. The Sellers and the Purchaser understand and agree that the Escrow Agent
is not a principal, participant or beneficiary of the underlying transactions
which necessitate this Escrow Agreement. The Escrow Agent shall be obligated
only for the performance of such duties as are specifically set forth herein and
may rely and shall be protected in acting or refraining from acting on any
instrument believed by it to be genuine and to have been signed or presented by
the proper party or parties, their officers, representatives or agents. So long
as the Escrow Agent has acted in good faith or on the advice of counsel or has
not been guilty of willful misconduct or gross negligence, the Escrow Agent
shall have no liability under, or duty to inquire beyond the terms and
provisions of this Escrow Agreement, and it is agreed that its duties are purely
ministerial in nature.
5. The Escrow Agent does not have any responsibility to review any
documents that shall be held in the Escrow Account for accuracy or completeness.
The Sellers shall have full responsibility to assure that all documents required
by the Securities Purchase Agreement are so delivered to the Escrow Agent, and
Purchaser shall have the full responsibility to review all documents for
completeness and accuracy. THE ESCROW AGENT HAS ACTED AS LEGAL COUNSEL FOR THE
PURCHASER. THE SELLERS AND THE PURCHASER CONSENT TO THE ESCROW AGENT IN SUCH
CAPACITY AS LEGAL COUNSEL FOR THE PURCHASER AND WAIVE ANY CLAIM THAT SUCH
REPRESENTATION REPRESENTS A CONFLICT OF INTEREST ON THE PART OF THE ESCROW
AGENT. THE SELLERS AND THE PURCHASER UNDERSTAND THAT THE ESCROW AGENT IS RELYING
EXPLICITLY ON THE FOREGOING PROVISION IN ENTERING INTO THIS ESCROW AGREEMENT.
6. The Escrow Agent shall not be obligated to take any legal actions
hereunder which might, in the Escrow Agent's judgment, involve any expense or
liability, unless the Escrow Agent shall have been furnished with reasonable
indemnity.
7. The Escrow Agent is not bound in any way by any other contract or
agreement between the parties hereto whether or not the Escrow Agent has
knowledge thereof of its terms and conditions and the Escrow Agent's only duty,
liability and responsibility shall be to hold and deal with the escrow funds and
documents as herein directed.
8. The Escrow Agent shall not be bound by any modification, amendment,
termination, cancellation, rescission or supersession of this Escrow Agreement
unless the same shall be in writing and signed by all of the other parties
hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless
it shall have given prior written consent thereto.
9. The parties hereto each jointly and severally agree to indemnify the
Escrow Agent against, and hold the Escrow Agent harmless from anything which the
Escrow Agent may do or refrain from doing in connection with its performance or
non-performance as Escrow Agent under this Agreement and any and all losses,
costs, damages, expenses, claims and attorneys' fees suffered or incurred by the
Escrow Agent as a result of, in connection with or arising from or out of the
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acts of omissions of the Escrow Agent in performance of or pursuant to this
Agreement, except such acts or omissions as may result from the Escrow Agent's
willful misconduct or gross negligence.
10. In the event that prior to the Closing a disagreement between the
Sellers and the Purchaser, or either of them, or between them or any of them and
any other person, results in adverse claims or demands being made in connection
with the escrow funds and/or legal possession of Shares, or in the event that
the Escrow Agent is in doubt as to what action the Escrow Agent should take
hereunder, the Escrow Agent may, at its option, refuse to comply with any claims
or demands on it, or refuse to take any other action hereunder, so long as such
disagreement continues or such doubt exists, and in any such event, the Escrow
Agent shall not be or become liable in any way or to any person for its failure
or refusal to act, and the Escrow Agent shall be entitled to continue so to
refrain from acting until:
(a) the rights of the Sellers, and the Purchaser shall have been fully
and finally adjudicated as provided herein.
(b) all differences shall have been adjusted and all doubt resolved by
agreement between the parties, and the Escrow Agent shall have been notified
thereof in writing signed by all parties.
11. Should Escrow Agent become involved in litigation or arbitration in any
manner whatsoever on account of this agreement or the escrow funds and/or the
stock certificates, the parties hereto (other than Escrow Agent), hereby bind
and obligate themselves, their heirs, personal representatives, successors,
assigns to pay the Escrow Agent, in addition to any charge made hereunder for
acting as Escrow Agent, reasonable attorneys' fees incurred by the Escrow Agent,
and any other disbursements, expenses, losses, costs and damages in connection
with or resulting from such actions.
12. The terms of these instructions are irrevocable by the undersigned
unless such revocation is consented to in writing by each of the Sellers and the
Purchaser.
13. The Escrow Agent may resign as Escrow Agent in respect of the escrow
funds by giving written notice to the Sellers and the Purchaser. The resignation
of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be
bound by this Escrow Agreement, thirty (30) days following the date that notice
of resignation was given.
14. Any notices or other communications required or permitted hereunder
shall be sufficiently given if personally delivered to or sent by registered
mail or certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If to SELLER, to:
[Address]
If to PURCHASER, To:
Xxxxx Xxx
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If to ESCROW AGENT, to:
Xxxxxx Xxxxxxx Xxxxx LLP
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
or such other address as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed, or faxed.
15. This Escrow Agreement shall be construed according to the laws of New
York and the parties submit themselves to the exclusive jurisdiction of the
Courts of New York in the event of any dispute.
16. This Escrow Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same. Facsimile copies may act as
originals.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE OF ESCROW AGENT TO FOLLOW]
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In witness whereof, this Escrow Agreement has been duly executed by the
undersigned as of the date first above written.
ESCROW AGENT: XXXXXX XXXXXXX XXXXX LLP
By: ________________________________
Xxxxx X. Xxxxxxx, Partner
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE OF PURCHASER TO FOLLOW]
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In witness whereof, this Escrow Agreement has been duly executed by the
undersigned as of the date first above written.
PURCHASER:
By: ________________________________
Xxxxx Xxx
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE OF SELLER TO FOLLOW]
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In witness whereof, this Escrow Agreement has been duly executed by the
undersigned as of the date first above written.
SELLER:
________________________________
By: ____________________________
(please print)
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SCHEDULE A
LIST OF SELLERS
NAME OF SELLER NO. OF SHARES ADDRESS
-------------- ------------- -------
Xxxxxx Xxxxx 17,000,000
Xxxx Xxxxxxx 10,000,000
TOTAL 27,000,000
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