EXHIBIT 10.17
BioQuest International, Inc. THE AMERICAN PACIFIC BANK
Dutch Auction Escrow Agreement
This AGREEMENT is made and effective as of the 10th day of October, 2001,
by and among The American Pacific Bank (the "Escrow Agent"), TransferOnline,
Inc. (the "Servicing Agent") and BioQuest International, Inc. (the "Issuer").
Recitals
A. The Issuer is conducting an offering (the "Offering") of 1,000,000 shares
of its common stock through a self-underwritten, best efforts arrangement
pursuant to a registration statement (the "Registration Statement") on Form
SB-2, Securities and Exchange Commission File No. 333-46666. The
Registration Statement expressly is not incorporated herein, nor do the
parties intend that any obligations arise between or among the parties
except as specifically set forth in this Agreement.
B. As a condition of the Offering, the Issuer desires to place with the Escrow
Agent, and the Escrow Agent desires to accept, the proceeds of the Offering
for retention and disbursement pursuant to the terms of this Agreement.
C. The Issuer has engaged the Servicing Agent to provide certain information
to the Escrow Agent, the Issuer and investors and prospective investors in
the Offering. The Issuer has, and has rightfully delegated to the Servicing
Agent, a valid license to use certain proprietary software and related
technology (collectively the "Software") that provides for the
administration of the Offering pursuant to an algorithm that is represented
to permit a "Dutch Auction" that would allow the Issuer to raise the
greatest possible proceeds from the Offering within a stated price range.
The Escrow Agent and the Issuer have agreed to delegate certain of their
respective rights and obligations hereunder to the Servicing Agent in
reliance upon the Servicing Agent's representations, warranties and
undertakings herein.
IT IS THEREFORE agreed as follows:
Agreement
1. Property Deposited in Escrow; Duties of Escrow Agent. The Issuer hereby
establishes an escrow account with the Escrow Agent, entitled "BioQuest IPO
Escrow Account" (the "Escrow Account"). The Escrow Agent agrees to receive
and disburse the proceeds of the Offering, without interest or other
earnings thereon (collectively the "Deposits"), as set forth in this
Agreement.
1.1 Issuer shall conduct the Offering in accordance with the Securities
Act of 1933, as amended, and the regulations promulgated thereunder,
and as further described in the Registration Statement. Issuer shall
instruct each subscriber of the Offering (each a "Subscriber" and
collectively the "Subscribers") to tender to the Escrow Agent (a)
immediately available funds payable to the Escrow Account in the
amount of that Subscriber's purchase price, and (b) a fully completed
electronic subscription notice containing the Subscriber's name,
mailing address, email address, telephone number, unique bid number
and taxpayer identification number.
1.2 Escrow Agent shall monitor the Subscriber List provided by the
Servicing Agent pursuant to Section 2.2. Where the Escrow Agent has
been notified by the Servicing Agent prior to Closing that a
particular subscription has been rejected, the Escrow Agent shall,
within 48 hours following the close of business on the date on which
the Escrow Agent receives the notice of rejection, forward to the
affected Subscriber either a wire transfer or a check (by first class
mail) for the funds relating to the rejected subscription.
1.3 In the event the Escrow Agent receives subscriptions for not less than
one million (1,000,000) shares (the "Minimum Offering") of the
Issuer's common stock (net of subscriptions not accepted) during the
Dutch Auction Offering Period (as defined below), then on the Closing
Date (as defined in Section 2.2, below) the Escrow Agent shall, upon
written instruction from Issuer and Servicing Agent, (a) disburse from
the Escrow Account to the Issuer by wire transfer the aggregate
proceeds of the Offering (the "Disbursed Proceeds"), the amount of
which shall be the amount described in the Servicing Agent's Closing
Notice (as defined in Section 2.2, below); (b) deliver to each of the
Issuer and the Servicing Agent one copy of the list of Subscribers
whose subscriptions have been included with the Disbursed Proceeds;
(c) return to Subscribers all funds other than the Disbursed Proceeds,
without interest thereon; and (d) deliver to each of the Issuer and
the Servicing Agent a list of Subscribers whose subscription amounts
have been returned. For purposes of this Agreement the "Dutch Auction
Offering Period" shall mean a period commencing on the date the
Registration Statement is declared effective by the Securities and
Exchange Commission (the "Effective Date") and ending on the first to
occur of (a) the ninetieth (90th) day following the Effective Date; or
(b) the date the Termination Notice is transmitted by the Servicing
Agent pursuant to Section 2.3, below, that the Offering is to be
terminated (the date of such termination, whether pursuant to clause
(a) or (b) of this sentence, the "Termination Date"). The Escrow Agent
is authorized to deduct from the Disbursed Proceeds an amount equal to
the Escrow Agent's fees and expenses hereunder, net of fees and
expenses paid by the Issuer prior to Closing; provided that the Escrow
Agent's deduction of fees and expenses shall not have the effect of
diminishing the portion of the Deposits payable to Subscribers in
respect of any subscription not accepted; and further provided that
interest accruing on the Deposits shall be and remain the sole
property of the Escrow Agent whether funds are disbursed to the
Issuer, one or more Subscribers, or otherwise. The funds returned to
Subscribers pursuant to this Section 1.3 shall be transmitted by first
class mail to the Subscriber's address as indicated on the
Subscriber's bid form, and shall be deposited in the United States
Mail not later than 48 hours following the close of business on the
Closing Date.
1.4 In the event that, during the Dutch Auction Offering Period,
subscriptions for the Minimum Offering are not received and accepted,
the Escrow Agent shall, within 48 hours after close of business on the
Termination Date, return to each Subscriber the Subscriber's total
subscription amount, without interest thereon. The funds returned to
Subscribers pursuant to this Section 1.4 shall be transmitted by wire
transfer or first class mail to the Subscriber's address as indicated
on the Subscriber's bid form, and shall be deposited in the United
States Mail not later than 48 hours following the close of business on
the Termination Date.
1.5 Prior to Closing or the Termination Date (as applicable), neither the
Escrow Agent nor the Issuer shall have any title to or interest in the
Deposits in the Escrow Account or in any interest earned thereon and
such Deposits and interest shall under no circumstances be subject to
the liabilities or indebtedness of the Issuer or the Escrow Agent,
except, solely in the case of the Escrow Agent, liabilities and
indebtedness arising in accordance with applicable banking laws and
regulations.
10.17-2
1.6 The Escrow Agent shall cause all Deposits to be maintained and
invested as the Escrow Agent shall from time to time determine in
accordance with its standard asset and liability management program so
that 100% of the Deposits can readily be liquidated on twenty-four
hours notice and returned to Subscribers. It is expressly agreed that
the Escrow Account is a non-interest bearing account and that no
interest or other earnings shall be payable to the Issuer or any
Subscriber on any Deposits or disbursements. If the 100% of the
Deposits so deposited are not realized upon such liquidation, the
Issuer shall pay the difference into the Escrow Account for
distribution to Subscribers. The Escrow Agent shall incur no liability
for any loss suffered so long as it follows such directions.
1.7 At any time prior to the termination of this Agreement, for whatever
reason, the Issuer or the Servicing Agent may notify the Escrow Agent
that a bid has not been accepted or has only been partially accepted,
and either of them may direct the Escrow Agent to return as soon
thereafter as may be practicable any funds (without interest) held in
the Escrow Account for the benefit of that Subscriber. If any check
transmitted to the Escrow Agent in connection with a bid shall remain
uncollected for any reason, the Escrow Agent shall notify the
Servicing Agent of that fact, including a reference to the applicable
unique bid number.
1.8 The Escrow Agent shall not be obligated to inquire as to the form,
manner of execution or validity of any documents herewith or hereafter
deposited pursuant to the provisions hereof, nor shall the Escrow
Agent be obligated to inquire as to the identity, authority or rights
of the persons executing the name. In case of conflicting demands upon
it, the Escrow Agent may withhold performance under this Agreement
until such time as said conflicting demands shall have been withdrawn
or the rights of the respective parties shall have been settled by
court adjudication, arbitration, joint order or otherwise.
2. Responsibilities and Compensation of Servicing Agent; Certain
Representations and Warranties. The Servicing Agent shall monitor the
results processed by the Software and shall, on a daily basis, collect from
the Escrow Agent the list of subscriptions and subscription amounts
provided by the Escrow Agent pursuant to Section 1.2 above. In connection
with the Servicing Agent's oblations under this Agreement, the Servicing
Agent shall be compensated in accordance with the fee schedule attached as
Exhibit B. The Servicing Agent shall provide the services described in this
Section 2 (the "Services"), and represents and warrants to the Issuer and
the Escrow Agent that it (a) is capable of providing the Services in a
competent, timely and workmanlike manner; and (b) has valid license to use
the Software (including without limitation any source code, object code,
data manipulation programs, extraction utilities, electronic messaging
tools and programs, and all related technology and know-how) for the
purposes contemplated by this Agreement and the Offering.
2.1 The Servicing Agent, using the Software, shall determine whether a
particular Subscriber's offer to purchase a portion of the Shares
shall be acceptable wholly or in part, and shall notify each
Subscriber, with copies to the Issuer and the Escrow Agent, whether
that subscription has been received, whether the subscription is to be
held pending receipt of additional information, or whether the
subscription has been rejected. For subscriptions that have been
rejected, the Servicing Agent shall notify the Escrow Agent that the
Escrow Agent shall return to that Subscriber the funds relating to
that subscription, whereupon the Escrow Agent shall comply with such
instructions as set forth in Section 1.2 above.
2.2 The Servicing Agent shall create and maintain, and shall provide to
Issuer and Escrow Agent on a basis no less frequently than weekly a
list of Subscribers, subscription amounts, taxpayer identification
10.17-3
numbers, unique bid numbers, postal addresses, and electronic mail
addresses (the "Subscriber List"). The Servicing Agent or the Issuer,
as applicable, shall timely notify each of the other parties of any
subscription that is to be rejected wholly or in part, and shall
notify the affected Subscriber that its subscription has been
rejected.
2.3 In the event the Minimum Offering is reached during the Dutch Auction
Offering Period, the Servicing Agent shall notify the Issuer and the
Escrow Agent of that fact (the "Servicing Agent's Closing Notice") and
shall propose a date (the "Closing Date") on which the proceeds of the
Offering are to be disbursed; provided that the Closing Date shall be
not sooner than the third business day following the date on which the
Servicing Agent's Closing Notice is transmitted and not later than the
ninety-fifth (95th) day following the Effective Date. The Servicing
Agent's Closing Notice shall include a list of the unique bid numbers,
Subscriber names and addresses, and amounts of each subscription to be
accepted, which amounts, in the aggregate, shall be not less than ten
million dollars ($10,000,000) (the "Minimum Offering Amount") and not
more than sixteen million dollars ($14,000,000) (the "Maximum Offering
Amount"). Upon wire transfer of the Disbursed Proceeds and the return
to subscribers of any funds (other than interest accrued) remaining in
the Escrow Account, the Escrow Agent's obligations hereunder shall be
fully and finally discharged.
2.4 In the event the Minimum Offering is not reached during the Dutch
Auction Offering Period, the Servicing Agent shall notify the Issuer
and the Escrow Agent of that fact (the "Termination Notice"), which
notice shall specify the actual Termination Date and which notice
shall be transmitted not less than the close of business on the third
business day prior to the intended Termination Date. Within 48 hours
after the close of business on the Termination Date, the Escrow Agent
shall forward to each Subscriber a check in the amount of that
Subscriber's subscription amount, without interest thereon, and the
Escrow Agent's obligations hereunder shall be fully and finally
discharged.
2.5 The Servicing Agent shall notify all Subscribers that the Closing has
occurred and shall identify for each Subscriber the portion of that
Subscriber's subscription amount that has been accepted and the number
of shares allocated to them. The Servicing Agent shall also transmit
to each Subscriber whose subscription has been accepted wholly or in
part a copy of the final prospectus relating to the Offering pursuant
to Section 10(b) of the Securities Act of 1933, as amended, and the
rules thereunder.
2.6 The Servicing Agent will not engage in any marketing or soliciting
activities for the offering. Specifically, its personnel are
restricted from:
(i.) Advising potential investors about whether to submit bids and
about the suitable bid size or price;
(ii.) Discussing the potential market value of BioQuest stock; or
(iii.) Discussing their personal plans to invest in BioQuest stock.
The Servicing Agent's president, Lori Livingston, will supervise
personnel to assure that its personnel will abide by those
limitations.
3. Fees and Expenses of Escrow Agent. The fees and expenses of the Escrow
Agent shall be as determined in accordance with the fee schedule annexed as
the attached Exhibit A. All fees and expenses referred to in this paragraph
shall be paid by the Issuer, subject to reimbursement by the Issuer.
4. Liability of Escrow Agent; Standard of Care. Escrow Agent assumes no
responsibilities, obligations or liabilities except as expressly set forth
in this Agreement.
4.1 The Escrow Agent shall not be liable for any action taken or omitted
by it in good faith in good faith under this Agreement, and in no
event shall Escrow Agent be liable or responsible except for its own
gross negligence or willful misconduct.
4.2 The Escrow Agent shall be entitled to rely upon, and shall be fully
protected from all liability, loss, cost, damage or expense in acting
or omitting to act pursuant to any instruction, order, judgement,
certification, affidavit, demand, notice, opinion, instrument or other
writing delivered to it by the Issuer or the Servicing Agent hereunder
without being required to determine the authenticity of such document,
10.17-4
the correctness of any fact stated therein, the propriety of the
service thereof or the capacity, identity or authority of any party
purporting to sign or deliver such document.
4.3 The Escrow Agent shall be entitled to act in accordance with any
decree or order of any court or other governmental authority the
Escrow Agent reasonably believes to be of competent jurisdiction with
respect to the Offering or this Agreement. If any property subject
hereto is at any time attached, garnished or levied upon under any
court order, or in case the payment, assignment, transfer, conveyance
or delivery of any such property shall be stayed or enjoined by any
court order or in case any order, writ, judgment or decree shall be
made or entered by any court affecting such property, or any part
hereof, then in any of such events, the Escrow Agent is authorized to
rely upon and comply with any such order, writ, judgment or decree
about which it believes in good faith is binding upon it, and if it
complies with any such order, writ, judgment or decree, it shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, even though such order,
writ, judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
4.4 The Escrow Agent shall have no responsibility for, and makes no
representation as to the value, validity or genuineness of, any
article, asset or document deposited in the Escrow Account; provided
that the Escrow Agent shall give timely notice of any dishonored check
and, to the extent of its actual knowledge thereof, of the value,
validity or genuineness of any article, asset or document so
deposited.
5. Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree
jointly and severally to defend, indemnify and hold harmless the Escrow
Agent and its officers, employees and agents from and against all costs,
charges, harms, damages, losses and other detriments of any kind and nature
whatsoever (including without limitation its reasonable and actually
incurred attorney fees and expenses, and including fees and expenses on
appeal or review, if any) which the Escrow Agent may incur or sustain by
reason of or in connection with its obligations under this Agreement.
Specifically, but without limitation, the Issuer and the Servicing Agent
agree to indemnify and hold harmless the Escrow Agent from, against and
with respect to, any and all loss, liability, damage, claim or expense that
the Escrow Agent may suffer or incur in connection with its receipt,
retention and disbursement of the proceeds of the Offering, its collection,
retention and disclosure of information relating to or owned by
Subscribers, and all other manner of liability of Escrow Agent to Issuer,
Servicing Agent, any Subscriber or any other third party, in entering into
this Agreement and performing its obligations hereunder or otherwise in
connection herewith, except to the extent such loss, liability, damage,
claim or expense arises from the gross negligence or willful misconduct of
the Escrow Agent. Upon reasonable notice specifying in reasonable detail
the amounts of fees and expenses Escrow Agent expects to expend, the Escrow
Agent shall be entitled to advancement from Issuer (and issuer shall be
entitled to contribution from Servicing Agent) for the reasonable cost of
all legal fees and costs incurred by it in acting as the Escrow Agent
hereunder; provided that in the event such advances exceed the amounts
actually incurred, the Escrow Agent shall promptly refund to Issuer the
amount of such advances not incurred.
6. Representations and Warranties of the Issuer and the Escrow Agent. Each of
the Issuer and the Escrow Agent warrants to and agrees that, unless
otherwise expressly set forth in this Agreement, there is no security
interest in the Deposits or any part thereof; and that to their respective
knowledge no financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Deposits or any part thereof. The
Escrow Agent shall have no responsibility at any time to ascertain whether
or not any security interest exists in the Deposits or any part thereof or
10.17.5
to file any financing statement under the Uniform Commercial Code with
respect to the Deposits or any part thereof.
7. Resignation of Escrow Agent.
7.1 The Escrow Agent may resign by giving ten days written notice to the
Issuer and the Servicing Agent by certified mail, return receipt
requested, sent to the undersigned at their respective addresses
herein set forth; and thereafter, shall deliver all remaining deposits
in the Escrow Account to a successor escrow agent acceptable to all
other parties hereto, which acceptance shall be evidenced by the joint
written and signed order of the undersigned. If no such order is
received by the Escrow Agent within thirty days after mailing such
notice, it is unconditionally and irrevocably authorized and empowered
to send any and all items deposited hereunder by registered mail to
the respective Subscribers.
7.2 The Escrow Agent and any successor escrow agent may at any time resign
as such by delivering the Deposits to either (a) any successor escrow
agent designated in writing by the parties hereto or (b) any court
having competent jurisdiction. Upon its resignation and delivery of
the Deposits, the Escrow Agent shall be discharged of, and from, any
and all further obligations arising in connection with the escrow
contemplated by these Escrow Instructions.
8. Duties. The duties of the Escrow Agent are only as herein specifically
provided, and are purely ministerial in nature. The Escrow Agent shall
neither be responsible for or under, nor chargeable with any knowledge of,
the terms and conditions of any other agreement, instrument or document in
connection herewith (particularly including but not limited to the
Registration Statement) except as required to act in respect of the
Deposits only as provided in these Escrow Instructions. These Escrow
Instructions set forth all the obligations of the Escrow Agent with respect
to any and all matters pertinent to the escrow contemplated hereunder and
no additional obligations of the Escrow Agent shall be implied from the
terms hereof or any other agreement or instrument. The Escrow Agent shall
incur no liability in connection with the discharge of its obligations
hereunder or otherwise in connection therewith, except such liability as
may arise from gross negligence or willful misconduct of the Escrow Agent.
9. Advice of Counsel. The Escrow Agent may consult with counsel of its choice,
and shall not be liable for any action taken or omitted to be taken by the
Escrow Agent in accordance with the advise of such counsel. The fees of
such counsel shall be payable by the Issuer and shall be includable with
the fees of the Issuer withheld from the Disbursed Proceeds pursuant to
Section 1.3.
10. No Oral Notification. The Escrow Agent shall not be bound by any
modification, cancellation or rescission of these Escrow Instructions
unless in writing and signed by the Escrow Agent and the Issuer.
11. Supplemental Instructions. The Escrow Agent requires any further
instruments or instructions to effectuate these Escrow Instructions or
obligations in respect hereof, the necessary parties hereto shall join in
furnishing the same.
12. Right to Represent Other Parties. The Escrow Agent shall have the right to
represent any party hereto in any dispute between the parties hereto with
respect to the Deposits or otherwise.
10.17-6
13. Binding Effect. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and
assigns. Nothing contained herein, express or implied, shall give to
anyone, other than the parties hereto and their respective permitted
successors and assigns, any benefit, or any legal or equitable right,
remedy or claim, under or in respect of this Agreement or the escrow
contemplated hereby.
14. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an integral original part of one and the same original
instrument.
15. Survival of Rights. The rights of the Escrow Agent contained herein,
including without limitation the right to indemnification, shall survive
the resignation of the Escrow Agent and the termination of the escrow
contemplated hereunder.
16. Amendments. The Escrow Agent's duties and responsibilities shall be limited
to those expressly set forth in this Agreement and shall not be subject to,
nor obliged to recognize, any other agreement between, or direction or
instruction of, any or all of the parties hereto unless reference thereto
is made herein; provided, however, with the Escrow Agent's written consent,
this Agreement may be amended at any time or times by an instrument in
writing signed by all of the undersigned.
17. Governing Law; Waiver of Trial by Jury. This Agreement shall be construed,
enforced and administered in accordance with the laws of Oregon applicable
to contracts made and to be performed in that State. All actions against
the Escrow Agent arising under or relating to this agreement shall be
brought against the Escrow Agent exclusively in the appropriate court in
Multnomah County, State of Oregon, and each of the parties expressly
consents for purposes of this Agreement to the jurisdiction and venue of
such courts, which jurisdiction and venue shall be mandatory and not
elective. TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE ESCROW INSTRUCTIONS, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY PARTY HERETO, THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS AGREEMENT.
18. Effectiveness. This Agreement shall not become effective (and the Escrow
Agent shall have no responsibility hereunder except to return the property
deposited in the Escrow Account to the bidders) until the Escrow Agent
shall have received a certificate as to the names and specimen signatures
of the Issuer and shall have advised the Issuer in writing that the same
are in form and substance satisfactory to the Escrow Agent.
19. Termination. This agreement shall terminate upon completion of the
obligations provided in either paragraphs 1.3 or 1.4 hereof or as otherwise
provided by written instruction from the Issuer to the Escrow Agent.
20. Notices.
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20.1 Any notice required or permitted to be given hereunder shall be
effective when delivered by messenger, or dispatched by certified
mail, return receipt requested, cable or telex, to the respective
party at its address specified below, namely: if to the Escrow
Agent, addressed to it at 315 S.W. Fifth Avenue - Suite 201,
Portland, Oregon 97204, Attn: Richard Cheong; if to the Servicing
10.17.7
Agent, addressed to it at 227 S.W. Pine Street - Suite 300,
Portland, Oregon 97204, Attn: Lori Livingston; and if to the
Issuer, addressed to it at P.O. Box 15, Fairfax Station, Virginia
22309, Attn: Pete Ewens, or to such other address as such party may
have furnished in writing to each of the other parties hereto.
20.2 Notices to or from the Escrow Agent hereunder shall be in writing
and shall not be deemed to be given until actually received by the
Escrow Agent or by the person to whom it was mailed, respectively.
Whenever under the terms hereof the time for giving notice or
performing an act falls upon a Saturday, Sunday or bank holiday,
such time shall be extended to the Escrow Agent's next business
day.
"ISSUER"
BIOQUEST INTERNATIONAL, INC.
By: /s/ Peter J. Ewens
----------------------------------------
Peter J. Ewens, Chairman and CEO
"ESCROW AGENT"
THE AMERICAN PACIFIC BANK
By: /s/ Richard Cheong
----------------------------------------
Richard Cheong, Senior Vice President and Chief Financial Officer
"SERVICING AGENT"
TRANSFERONLINE, INC.
By: /s/ Lori Livingston
----------------------------------------
Lori Livingston, President
10.17-8
EXHIBIT A
Escrow Agent Fees and Expenses
------------------------------
Wire Transfers
Domestic Incoming $15.00 each
Domestic Outgoing 17.00 each
International Incoming 25.00 each
International Outgoing 30.00 each
Cashier Checks
Customer $4.00 each
Non-customer 6.00 each
Non-Sufficient Fund Fee
(for returned checks) $25.00 per item
Stop Payment Order
(checks or preauthorized debits) $25.00 per item
Deposited Item Returned Fee $5.00 per item
Postage and Handling
The Escrow Agent will be entitled to levy a reasonable charge for postage and
handling.
Other Fees may be assessed for services not listed here.
Prices are subject to change.
10.17-9
EXHIBIT B
Servicing Agent Fee Schedule
----------------------------
Minimum Service Agent Fee $5,000
Fee includes the following:
Account Setup,
Documentation
Escrow Agent setup
In connection with and based upon the instructions of the Escrow Agent, the
Service Agent will perform all interactions with the online interactive
interface and handle any investor inquiries including mailing or emailing of any
notices .
In addition to the minimum fee, there will be a fee of $25 assessed for each
investor account that is established and maintained during the Dutch Auction
period.
All out of pocket expenses will be billed separately including postage,
envelopes etc.
The minimum fee shall be paid in advance of the auction and is non-refundable.
10.17-10