Exhibit No. 1.1
PROCEEDS ESCROW AGREEMENT
NAME OF ISSUER: Twinview, Inc.
ESCROW NUMBER: _____________ DATE FILED: ___________
EXPIRATION DATE: Ninety (90) days from the date of the Prospectus (which
may be extended for up to an additional thirty (30) days
in the discretion of Twinview, Inc.).
Twinview, Inc., or one or more broker-dealers, SHALL DELIVER, PROMPTLY
FOLLOWING RECEIPT, and with names and addresses of investors at the time
deposit is made, funds to be applied to an escrow account in the amount of
$150,000.00.
TO: Brighton Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
as escrow agent, the money hereinafter described, to be held and disposed of
by the escrow agent in accordance with the duties, instructions, and upon the
terms and conditions hereinafter set forth to which the undersigned hereby
agree:
1. Above named bank (hereinafter called the "bank") is not a party
to, or bound by any agreement which may be evidenced by or arises out of the
following instructions.
2. The bank and its officers, agents, and employees, act hereunder as
a depository only, and are not responsible or liable in any manner whatever
for serving as escrow agent in this matter or for the sufficiency,
correctness, genuineness or validity of any instrument deposited with it
hereunder, 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.
3. The bank shall not be required to take or be bound by notice of
any default by any person, or to take any action with respect to such default
involving any expense or liability, unless notice in writing is given an
officer of the bank of such default by the undersigned or any of them, and
unless it is indemnified in a manner satisfactory to it against any such
expense or liability.
4. The bank shall be protected in acting upon any notice, request,
waiver, consent, receipt or other paper or document believed by the bank to be
genuine and to be signed by the proper party or parties.
5. The bank 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 willful misconduct.
6. The bank shall not be answerable for the default or misconduct of
any agent, attorney, or employee acting on behalf of the issuer.
7. In the event of any disagreement between the undersigned or any of
them, and/or person or persons named in the foregoing instructions, and/or any
other person, resulting in adverse claims and demands being made in connection
with or for any papers, money or property involved herein or affected hereby,
the bank shall be entitled at its option to refuse to comply with any such
claim or demand, so long as such disagreement shall continue, and in so
refusing the bank may make no delivery or other disposition of any money,
papers or property involved herein or affected hereby and in so doing the bank
shall not be or become liable to the undersigned or any of them or to any
person named in the foregoing instructions for its failure or refusal to
comply with such conflicting or adverse demands; and the bank shall be
entitled to continue so to refrain and refuse so to act until:
a. The rights of the adverse claimants have been finally
adjudicated in a court assuming and having jurisdiction of the parties and the
money, papers and property involved herein or affected hereby; and/or
b. All differences shall have been adjusted by agreement and the
bank shall have been notified thereof in writing signed by all of the
interested parties.
8. The papers, documents, money or property subject to this escrow
(if other than already named) are as follows:
Monies deposited by Twinview, Inc., or one or more broker-dealers,
as proceeds from the sale of shares of Common Stock of Twinview,
Inc. made pursuant to the company's Prospectus.
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9. The other duties of the bank under the terms of this agreement are
as follows: None.
10. The bank will be named as depository only and has not passed in
any way upon the merits or qualifications of the security and makes no
recommendation with regard to its purchase. The bank does not authorize the
use of its name by any person for the promotion or sale of the security.
11. The issuer agrees that if any amendments are made to the escrow
agreement, the issuer will notify the bank as to the amendment and file such
documents as the bank requires.
12. Special requirements: None.
13. Fees for the usual services of the bank under the terms of this
agreement are set forth below:
a. In the event the fees charged and due the bank remain unpaid
for a period of one year, the bank shall have the right, and is hereby
authorized in its sole and absolute discretion, to discontinue the escrow,
terminate all duties hereunder, close all accounting or other records, and to
destroy all documents, records and files or to retain such items in a dormant
account status subject to the escheat laws of the State of Utah.
b. All fees charged shall be paid promptly upon invoice by bank,
with the initial escrow fee to be paid concurrently with the execution hereof.
c. The initial escrow fee shall be $750.00.
d. For fee for any check issued in refunding to subscribers see
(14c).
e. In addition to the escrow fee paid or agreed upon at the
inception of this escrow, the parties agree to pay a reasonable compensation
for any extra services rendered or incurred by the bank including a reasonable
attorney's fee if disputes arise or litigation is threatened or commences
which require the bank to refer such dispute to its attorneys.
14. If a minimum of $150,000.00 in gross offering proceeds is not
deposited with the bank on or before ninety (90) days from the date of the
Prospectus (which time period may be extended for up to
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an additional thirty (30) days in the discretion of the Company), the parties
to the escrow agreement agree as follows:
a. Bank shall notify the issuer that the escrow period is up and
that funds are not in escrow as per agreement.
b. Bank shall terminate escrow and the bank shall refund to
investors the full amount of investment, and any pro rata interest earned
during such period.
c. Issuer agrees to pay a fee of $7.00 per check for this
service.
15. When $150,000.00 or more has been deposited with the escrow agent
in funds which are cleared and good, and all escrow requirements have been
met, upon request of the issuer the bank shall release the funds held in
escrow, and transfer the funds to the issuer.
16. After release of escrow, the duties, responsibilities and
liability of every kind and character under the escrow agreement shall cease
and terminate.
Signed (Issuer) TWINVIEW, INC.
By (Officer)_________________________________
Its: ____________________________
Signed (Bank) BRIGHTON BANK
By (Officer) ________________________________
Its:_____________________________
