Exhibit 99.2
ESCROW AGREEMENT
Agreement dated this 30th day of June 2015 by and between CubeScape, Inc. (hereinafter the “Company”) located at 1854 Oxford Avenue, Cardiff-By-The-Sea, California 92007 and The Krueger Group, LLP (hereinafter “Escrow Agent”) located at 7486 La Jolla Boulevard, La Jolla, California 92037.
WHEREAS, Escrow Agent warrants and represents that he has read and reviewed the Company’s Form S-1 Registration Statement as initially filed simultaneously with this Escrow Agreement (“Agreement”); and
WHEREAS, based upon such review and in particular, but not limited to that portion of the Registration Statement under the caption “The Offering,” Escrow Agent agrees with the Company to abide by all terms and conditions set forth under the aforesaid heading The Offering. A copy of such Section being annexed hereto as Exhibit A, and
WHEREAS, the Company is in full agreement with Escrow Agent.
NOW THEREFORE, the parties hereto agree to abide by each of the terms and conditions as set forth in the Company’s Registration Statement as same relate to the Company’s offering of securities and the maintenance of the Escrow Account.
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CUBESCAPE, INC. | THE KRUEGER GROUP, LLP |
1854 OXFORD AVENUE | 7486 LA JOLLA BOULEVARD |
CARDIFF-BY-THE SEA, CALIFORNIA 92007 | LA JOLLA, CALIFORNIA 92037 |
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By:/s/ David Estus | By:/s/ Blair Krueger |
David Estus, President | Blair Krueger |
Exhibit A
The Offering
CubeScape, Inc. (the “Company” or “CubeScape”) is offering, on a best-efforts self-underwritten basis, a maximum of 6,000,000 shares of its common stock at a price of $0.01 per share. The proceeds from the sale of the shares in this offering will be payable to The Krueger Group, LLP - Attorney-Client Trust Account, CubeScape’ escrow agent. The Krueger Group, LLP acts as legal counsel for CubeScape and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Krueger Group, LLP at the address provided on the Subscription Agreement.
All subscription funds will be held in a noninterest-bearing account pending completion of the offering. The offering may terminate on the earlier of:
(i)
the date when the sale of all 6,000,000 shares is completed,
(ii)
180 days from the effective date of this document or any extension thereto; the Company having the right, in its sole discretion, to extend the initial offering period for an additional 180 days.
Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held.
The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 90 days of the close of the offering or as soon thereafter as practicable.
The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.
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Shares of common stock offered by us | A maximum of 6,000,000 shares. There is no minimum number of shares that must be sold by us for the offering to close. |
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Use of proceeds | The Company will use the proceeds from the offering to pay for professional fees and other general expenses. Total estimated costs of the offering ($27,500) is less than the maximum amount of offering proceeds ($60,000). |
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Termination of the offering | The offering will conclude when all 6,000,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend the offering for an additional 180 days. |
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Risk factors | The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in this stock. |
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Trading Market | None. While we contacted a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) for inclusion of our shares on the Over-the-Counter Bulletin Board (“OTCBB”), such efforts may not be successful and our shares may never be quoted and therefore owners of our common stock may not have a market in which to sell those shares. Also, no estimate may be given as to the time this application may require. |
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| Even if the Company’s common stock is quoted or granted a listing, a market for our shares may never actually develop |
