Exhibit 10.1
ESCROW AGREEMENT
Agreement made this ___ day of ____, 2000 by and among Xxxxxxx.xxx, a Nevada
Corporation, and Securities Transfer Corporation, a Texas Corporation ("Escrow
Agent"), with reference to the following facts and circumstances:
The company has offered and is presently offering ("the offering") for sale to
investors up to 600,000 units of its common stock as described on the form SB-2
of the company (File No._______________) filed with the Securities and Exchange
Commission and, as amended, declared effective on ________________, 2000.
DESCRIPTION OF THE UNITS
A total of 600,000 units are available to be sold for $0.50 per unit. Each unit
consists of one share of common stock ($.001 par value), one redeemable Class A
common stock purchase warrant ("Class A Warrants"), one redeemable Class B
common stock purchase warrant ("Class B Warrants"), and one redeemable Class C
common stock purchase warrant ("Class C Warrants").
The offering is being made on a best-efforts, all or none basis as to the first
300,000 units, and on a best efforts basis as to the remaining units. If 300,000
units are not sold within 90 days from the effective date of the offering (which
period can be extended for an additional 90 days), all funds received will be
promptly refunded to subscribers in full, without interest, or deduction. If
300,000 units are sold, the offering will continue without any provision for
refund: (1) until all of the remaining 300,000 units are sold; (2) until 90 days
(or 180 days if extended) from the date of the effective date of the offering;
or (3) upon the prior termination of the offering by Xxxxxxx.xxx, whichever
occurs first. The units are being offered by Xxxxxxx.xxx when, as and if
received and accepted by it, subject to prior sale, allotment and withdrawal,
cancellation or modification of the offer without notice and subject to the
exclusive right of Xxxxxxx.xxx to reject any order in whole or in part at any
time, and to certain further conditions. The offering may close in up to 14 days
after the end of the offering period.
A. Xxxxxxx.xxx and Escrow Agent have executed that certain Transfer Agent
Agreement, dated_______________, 2000 (the `Agreement') whereby the Escrow Agent
acts as the Transfer Agent for Xxxxxxx.xxx
B. Xxxxxxx.xxx desires the Escrow Agent to act on behalf of Xxxxxxx.xxx, and the
Escrow Agent is willing so to act, in connection with the receipt of funds from
subscribers in payment of the subscription price of the units pursuant to the
subscription agreement.
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties agree as follows:
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1.
ESCROW AMOUNT:
The Escrow Agent shall promptly notify Xxxxxxx.xxx in writing of any
subscription and of the number of units subscribed and shall cause payment of an
amount in cash equal to the subscription price of the units to be promptly
deposited into the Escrow Account. The Parties contemplate such payments will be
deposited to the Escrow Account on a weekly basis and will consist of collected
funds only. The Escrow Agent shall hold any proceeds collected in an escrow
account federally insured, at all times relevant hereto. Xxxxxxx.xxx hereby
consents and authorizes the agent to establish said escrow account and to sign
and execute whatever forms or documents are necessary to establish the account.
Xxxxxxx.xxx also authorizes the agent to endorse any checks received as
subscription payment which are made payable to Xxxxxxx.xxx for deposit into said
account. As soon as collected funds are equal to the minimum offering ($150,000)
and have cleared, Escrow Agent will release collected funds to Xxxxxxx.xxx. All
funds collected thereafter will be turned over to Xxxxxxx.xxx on a weekly basis
once cleared.
2.
RIGHTS OF ESCROW AGENT:
2.1
No person, firm, or corporation will be recognized by the Escrow Agent as a
successor or assignee of Xxxxxxx.xxx until there shall be presented to the
Escrow Agent evidence satisfactory to it of such succession or assignment.
2.2
The Escrow Agent shall not be responsible for the identity, authority or rights
of any person, firm, or corporation executing or delivering or purporting to
execute or deliver this escrow agreement or any document or instrument deposited
hereunder or any endorsement thereon or assignment thereof.
2.3
The Escrow Agent may rely upon any instrument in writing believed by it to be
genuine and sufficient and properly presented, and shall not be liable or
responsible for any action taken or omitted in accordance with the provisions
thereof.
2.4
The Escrow Agent shall not be liable or responsible for any act it may for or
omit to do in the exercise of reasonable care.
2.5
In the event any property held by the Escrow Agent hereunder shall be attached,
garnisheed or levied upon under any court order, or if the delivery of such
property shall be stayed or enjoined by any court order, or if any court order,
judgement or decree shall be made or entered affecting such property or
affecting any act by the Escrow Agent, the Escrow Agent may, in its sole
discretion, obey and comply with all writs, orders, judgements or decrees so
entered or issued, whether with or without jurisdiction, notwithstanding any
provision of the Escrow Agreement to the contrary. If the Escrow Agent obeys and
complies with any such with any such writs, orders, judgements or decrees it
shall not be liable to any of the parties hereto or to any other person, firm or
corporation, by reason of such compliance, notwithstanding that such writs,
orders, judgements or decrees may be subsequently reversed, modified, annulled,
set aside or vacated.
2.6
The Escrow Agent shall be entitled to receive its normal fees as compensation
for its services hereunder, as shall be set forth in Schedule A hereof.
Furthermore Xxxxxxx.xxx shall reimburse the Escrow Agent for any and all
reasonable expenses, disbursements and advances made by it in the performance of
its duties hereunder including reasonable fees, expenses and disbursements
incurred by its counsel.
2.7
If the delivery of the Escrow Amount to Xxxxxxx.xxx is disputed, the Escrow
Agent shall, subject to the provisions of this Section 2, withhold such delivery
until the dispute is resolved by written agreement between the parties or by
court decree. Such court decree shall also be accompanied by a legal opinion by
counsel for the party requesting delivery that such adjudication is final and
unappealable.
2.8
The Escrow Agent makes no representation as to the validity, value, genuineness
or the collectibility of any security or other document or instrument held by or
delivered to it.
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3.
MISCELLANEOUS PROVISIONS:
3.1
All the terms and provisions hereof shall be binding upon and inure to the
benefit of and be enforceable by the representatives, successors, heirs and
assigns of the parties hereto.
3.2
This Escrow Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and preliminary agreements. This Escrow Agreement may not be changed
except in writing by an instrument or instruments executed by Xxxxxxx.xxx and
Escrow Agent.
3.3
No Waiver of any provisions of this Escrow Agreement nor waiver of any breach or
default under this Escrow Agreement shall be considered valid unless in writing
and signed by the party giving such waiver, and no such waiver shall be deemed a
waiver of any other provision or any subsequent breach or default of a similar
nature.
3.4
The invalidity or unenforceability of any particular provision of this Escrow
Agreement shall not affect the other provisions hereof and this Escrow Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
3.5
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute one and
the same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing facsimile signature of a party shall constitute a valid
and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
3.6
Section headings are contained in this Escrow Agreement only for purposes of
convenience of reference and shall nor affect the interpretation of this Escrow
Agreement or modify any of its terms or provisions.
3.7
This Agreement shall be construed and enforced according to the internal laws of
the State of Texas, without regard to its role pertaining to conflicts of laws.
3.8
Any notice or other communications permitted or required to be given hereunder
shall be in writing and shall be deemed to have been given upon mailing by first
class registered mail, postage prepaid, addressed to the parties as set forth
below:
To Xxxxxxx.xxx: 000 X. Xxxxxxx, #000
Xxxxxxxxx, XX X0X.0X0
Xxxxxx
To Escrow Agent: 0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx, 00000
Attn: Xxxxx Xxxxxx, President
Each of the foregoing parties shall be entitled to specify a different address
by giving notice as a foresaid to the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
--------------------------
By:_____________________
Title:___________________
ESCROW AGENT
SECURITIES TRANSFER CORPORATION
By:_____________________
Xxxxx Xxxxxx, President
