PROCEEDS ESCROW AGREEMENT
PROCEEDS
ESCROW AGREEMENT (“Agreement”) dated as of___________, 2007, by and between
Cinjet, Inc., a Nevada corporation (the “Company”) and Escrow Specialists of
Ogden, Utah (the “Escrow Agent”).
W I T N E S S E T H
WHEREAS,
the Company intends to engage in a private offering of certain of its securities
(the “Offering”), which Offering contemplates minimum aggregate offering
proceeds of $750,000 and maximum aggregate offering proceeds of
$150,000;
WHEREAS,
there will be deposited into an escrow account with Escrow Agent from time
to
time funds from prospective investors who wish to subscribe for securities
offered in connection with the Offering (“Subscribers”), which funds will be
held in escrow and distributed in accordance with the terms hereof;
and
WHEREAS,
the Escrow Agent is willing to act as an escrow agent in respect of the Escrow
Funds (as hereinafter defined) upon the terms and conditions set forth
herein;
NOW,
THEREFORE, for good and valuable considerations, the receipt and adequacy of
which are hereby acknowledged by each of the parties hereto, the parties hereto
hereby agree as follows:
1. Appointment
of Escrow Agent.
The
Company hereby appoints the Escrow Agent as escrow agent in accordance with
the
terms and conditions set forth herein, and the Escrow Agent hereby accepts
such
appointment.
2. Delivery
of Escrow Funds.
(a) The
Company shall deliver to the Escrow Agent checks or wire transfers made payable
to the order of “Escrow Specialists, Cinjet, Inc. Escrow Account” together with
the Subscribers mailing address. The funds delivered to the Escrow Agent shall
be deposited by the Escrow Agent into a non-interest-bearing account designated
“Escrow Specialists, Cinjet, Inc. Escrow Account” (the “Escrow Account”) and
shall be held and distributed by the Escrow Agent in accordance with the terms
hereof. The collected funds deposited into the Escrow Account are referred
to
herein as the “Escrow Funds.” The Escrow Agent shall acknowledge receipt of all
Escrow Funds by notifying the Company of deposits into the Escrow Account in
the
Escrow Agent’s customary manner no later than the next business day following
the business day on which the Escrow Funds are deposited into the Escrow
Account.
(b) The
Escrow Agent shall have no duty or responsibility to enforce the collection
or
demand payment of any funds deposited into the Escrow Account. If, for any
reason, any check deposited into the Escrow Account shall be returned unpaid
to
the Escrow Agent, the sole duty of the Escrow Agent shall be to return the
check
to the Company.
3. Investment
of the Escrow Funds.
The
Escrow Account shall not bear interest and no other investment of the Escrow
Funds shall be made while held by the Escrow Agent.
4. Release
of Escrow Funds.
The
Escrow Funds shall be paid by the Escrow Agent in accordance with the
following:
(a) Provided
that the Escrow Funds total at least $75,000 at or before 4:00 p.m., Salt Lake
City time, on ___________________, (or __________________ if extended by the
Company by written notice to the Escrow Agent given on or before
________________), or on any date prior thereto, the Escrow Funds (or any
portion thereof) shall be paid to the Company or as otherwise instructed by
the
Company, within one (1) business day after the Escrow Agent receives a written
release notice in substantially the form of Exhibit
A
attached
hereto (a “Release Notice”) signed by an authorized person of the Company and
thereafter, the Escrow Account will remain open for the purpose of depositing
therein the subscription price for additional securities sold by the Company
in
the Offering, which additional Escrow Funds shall be paid to the Company or
as
otherwise instructed by the Company upon receipt by the Escrow Agent of a
Release Notice as described above; and
(b) if
the
Escrow Agent has not received a Release Notice from the Company at or before
4:00 p.m. Salt Lake City time, on _________________, (or ___________________
if
extended by the Company by written notice to the Escrow Agent given on or before
______________________), and the Escrow Funds do not total at least $75,000
at
such time and date, then the Escrow Funds shall be returned to
Subscribers.
In
the
event that at any time the Escrow Agent shall receive from the Company written
instructions signed by an individual who is identified on Exhibit
B
attached
hereon as a person authorized to act on behalf of the Company, requesting the
Escrow Agent to refund to a Subscriber the amount of a collected check or other
funds received by the Escrow Agent, the Escrow Agent shall make such refund
to
the Subscriber within one (1) business day after receiving such
instructions.
5. Limitation
of Responsibility and Liability of the Escrow Agent.
The
Escrow Agent:
(a) shall
not
be liable for any error of judgment or for any act done or step taken or omitted
by it in good faith, or for any mistake of fact or law, or for anything which
it
may do or refrain from doing in connection herewith, except its own gross
negligence and willful misconduct;
(b) shall
be
authorized to rely upon all written instructions and/or communications of the
non-bank Party which appear to be valid on their face;
(c) shall
have no implied obligations or responsibilities hereunder, nor shall it have
any
obligation or responsibility to collect funds or seek the deposit of money
or
property;
(d) may
consult with legal counsel of its choice with regard to any legal question
arising in connection with this duties or responsibilities hereunder, and shall
have no liability or responsibility by reason of any action it may take or
fail
to take in accordance with the opinions of such counsel;
(e) acts
hereunder as a depository only, and is not responsible or liable in any manner
whatsoever for the sufficiency, correctness, genuineness, or validity of any
instrument deposited with it, or with respect to the form or execution of the
same, or the identity, authority, or rights of any person executing or
depositing the same; and
(f) shall
be
entitled to comply with any final order, judgment or decree of a court of
competent jurisdiction, and/or with the consistent written instructions from
the
non-bank Party.
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6. Costs
and Expenses.
The
fee
of the Escrow Agent is $150.00, receipt of which is hereby acknowledged. In
addition, if the Escrow Funds are returned to subscribers under 4(b), above,
the
Escrow Agent shall receive a fee of $_____________ per check for such service.
The fee agreed on for services rendered hereunder is intended as full
compensation for the Escrow Agent's services as contemplated by this Agreement;
however, in the event that the conditions of this Agreement are not fulfilled,
the Escrow Agent renders any material service not contemplated by this
Agreement, there is any assignment of interest in the subject matter of this
Agreement, there is any material modification hereof, any material controversy
arises hereunder, or the Escrow Agent is made a party to or justifiably
intervenes in any litigation pertaining to this Agreement or the subject matter
hereof, the Escrow Agent shall be reasonably compensated for such extraordinary
expenses, including reasonable attorneys' fees, occasioned by any delay,
controversy, litigation, or event and the same may be recoverable only from
the
Company.
7. Notices.
All
notices and communications shall be deemed to have been duly given: at the
time
delivered by hand, if personally delivered; when received, if deposited in
the
mail, postage prepaid, addressed as provided below; when transmission is
verified, if telecopied; and on the next business day, if timely delivered
to an
air courier guaranteeing overnight delivery;
To
the
Company:
Cinjet,
Inc.
0000
Xxxxxxxxxx Xxxxxx, X#000
Xxxx
Xxxx, XX 00000-0000
Attn:
Xxxxxxx Xxxxxxx
To
Escrow
Agent:
Escrow
Specialists
P.
O. Xxx
0000
Xxxxx,
XX
00000
Attn:
Xxxxxx Xxxxxxx
Any
party
may change its address by providing written notice of such change to the other
parties hereto.
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8. Resignation
by Escrow Agent.
Upon
thirty (30) calendar days’ prior written notice to the non-bank Party delivered
or sent as required above, the Escrow Agent shall have the right to resign
as
escrow agent hereunder and to thereby terminate its duties and responsibilities
hereunder, and shall thereupon be released from these instructions. Upon
resignation by the Escrow Agent, the Escrow Agent shall provide the non-bank
Party with sufficient information concerning the status of the Escrow Fund
to
enable the non-bank parties to provide the same to a successor escrow
agent.
9. Termination
of Escrow Agreement.
The
Escrow Agent’s responsibilities thereunder shall terminate at such time as the
Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or
upon earlier termination of this escrow arrangement pursuant to written
instructions executed by the non-bank Party. Such written notice of earlier
termination shall include instruction to the Escrow Agent for the distribution
of the Escrow Fund.
10. Entire
Agreement.
This
Agreement contains the entire understanding by and among the parties hereto;
there are no promises, agreements, understandings, representations or
warranties, other than as herein set forth. No change or modification of this
Agreement shall be valid or effective unless the same is in writing and is
signed by all of the parties hereto.
11. Applicable
Law, Successors and Assigns.
This
Agreement shall be governed in all respects by the laws of the state of Utah,
and shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, executors, administrators, legal representatives,
successors and assigns.
IN
WITNESS WHEREOF, the parties hereto have caused their respective hands to be
set
hereto with the intention of being bound effective in all respects as of the
date and year first hereinabove written.
By:
Xxxxxxx Xxxxxxx
Its:
President
ESCROW
SPECIALISTS
By:
Xxxxxx Xxxxxxx
Its:
Owner
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EXHIBIT
A
Release
Notice
ESCROW
SPECIALISTS
Gentlemen:
The
undersigned hereby authorize and instruct ESCROW SPECIALISTS, escrow agent,
to
release [$______________] of Escrow Funds from the Escrow Account and to deliver
such funds as follows:
[Insert
Delivery Instructions]
IN
WITNESS WHEREOF, this release has been executed on ________________,
2007.
_________________________________
By:
Xxxxxxx Xxxxxxx
Its:
President
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EXHIBIT
B
Authorized
Personnel
The
Escrow Agent is authorized to accept instructions and notices signed or believed
by the Escrow Agent to be signed by any one of the following each of whom is
authorized to act on behalf of the Company:
On
Behalf
of Cinjet, Inc.
Name Title Signature
Xxxxxxx
Xxxxxxx
President
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