TRANSFER ESCROW AGENT PROPOSAL AND AGREEMENT
ONLINE www.TransferOline.com - [p] 503.227.2950 - [f] 503.227.6874
SERVICES PROVIDED
Review Escrow Agreement
- - Examine documentation received from investors to determine accuracy .
Conversion of records to our transfer agent system
- - If data submitted is inaccurate, notify of corrective measures required
- - Deposit Escrow funds received with commercial bank
- - Provide on-line access for you and each of your investors (if desired)
TERMS OF PROPOSAL
Escrow fee is payable in advance and will run for the full term of the Agreement
- - Out-of-pocket expenses such as stationery, postage, and mailing will be
charged to your account. Any additional services provided will be charged
at a rate mutually agreed upon in writing
- - Separate charges not covered by this fee schedule, will be based on an
analysis and appraisal of the services rendered
ESCROW AGENT AGREEMENT
TOL's agreement follows:
Upon certain terms, and subject to the conditions set forth in the within,
Kingston Mines Ltd. has agreed to issue and sell to such Investors as may
subscribe, on the closing date, up to 2,500,000 Shares at an Offering Price of
$0.10 per share.
The subscribing investors are required to deposit certain funds or other
property into escrow to facilitate consummation of the transactions contemplated
by such agreement. Investors subscribe to the company's offering by completing
and signing the subscription agreement and delivering it, prior to the
expiration date to the Transfer Agent.
The Transfer Agent sends each Subscription Agreement to the Company for its
acceptance or rejection. Provided the Company accepts the Subscription
Agreement so submitted, the Transfer Agent accepts into escrow the funds or
other property received together with the Subscription Agreement.
The subscription price of $0.10 Per Share (minimum 1,250,000 shares) must be
paid in cash or cash equivalent by check, bank draft, postal express or other
means of exchange acceptable to the Company, at its sole and exclusive
discretion, and must be denominated in United States dollars. Subscriptions may
not be withdrawn once made except as provided by state securities law.
In accordance with the terms and subject to the conditions specified in this
Escrow Agreement, Transfer Online, Inc., in its capacity as escrow agent (the
"Escrow Agent"), is hereby authorized and directed to accept the delivery and to
hold in escrow the following:
Such cash or cash equivalents as may be remitted together with Subscription
Agreements executed by the Investors, once the said Subscription Agreements have
been accepted by the Company, to a minimum of $125,000 and a maximum of
$250,000. As stated above, said minimum and maximum may include cash
equivalents including, without limitation, credits toward equipment necessary
for the Company's operation, which shall be determined at the Company's sole and
exclusive discretion.
1. The Escrow Agent shall notify the Company of its receipt from subscribing
investors of the Subscription Agreement together with funds or equivalents and
will deposit cash proceeds, and otherwise safeguard equivalents, in escrow once
the Company has accepted the relevant Subscription Agreement. When the terms of
the escrow have been satisfied, the Escrow Agent shall release the escrowed
funds, less any fees, to or upon the order of the Company and issue and release
the stock certificates to the investors or their designees.
If at any time the Company notifies the Escrow Agent that the conditions of the
offering have not been satisfied, then the Escrow Agent promptly shall return
the Escrowed funds and equivalents to the investor(s). The Escrow Agent shall
deposit all cash received hereunder in the Escrow Agent's escrow account at:
Transfer Online Escrow
ABA #
Account #
For the Account of: Kingston Mines Ltd.
In the case of a dispute, the Escrow Agent shall release from escrow hereunder
the escrowed property to the parties to the extent such is set forth in a final
judgment or order of a court of competent jurisdiction, certified by the clerk
of such court or other appropriate official; provided that the Escrow Agent has
received from each party an opinion of counsel, acceptable to the Escrow Agent,
to the effect that such judgment or order is final.
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, judgment, certification, affidavit, demand,
notice, opinion, instrument or other writing delivered to it hereunder without
being required to determine the authenticity of such document, 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.
3. 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 and shall be
required to act in respect of the Escrowed Property 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.
4. 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.
5. 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 Company.
6. The Company agrees to reimburse the Escrow Agent for, and 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 agreeing to these Escrow Instructions and the
performance of its obligations hereunder or otherwise in connection therewith,
except to the extent such loss, liability, damage, claim or expense arises from
the gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent
shall be reimbursed for the reasonable cost of all legal fees and costs incurred
by it in acting as the Escrow Agent hereunder.
7. The Escrow Agent and any successor escrow agent may at any time resign as
such by delivering the Escrowed Property to either i) any successor escrow agent
designated in writing by the parties hereto or ii) any court having competent
jurisdiction. Upon its resignation and delivery of the Escrowed Property 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.
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, judgment, certification, affidavit, demand,
notice, opinion, instrument or other writing delivered to it hereunder without
being required to determine the authenticity of such document, 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.
8. If 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.
9. The Escrow Agent shall have the right to represent any party hereto in any
dispute between the parties hereto with respect to the Escrowed property or
otherwise.
10. These Escrow Instructions 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.
11. All notices and other communications shall be in writing and shall be deemed
to have been given when delivered by hand or upon receipt when mailed by
registered or certified mail or some form of express delivery service.
If to the Escrow Agent, to:
Transfer Online, Inc.
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Attn: Lori Livingston
If to the Company, to:
106-1990 S.E. Kent Ave.
Vancouver, BC
V5P 4X5
Attn: Lou Hilford
Copy to:
If to Investors, at the address set forth on the signature pages to the
Subscription Agreement.
12. These Escrow Instructions shall be governed by and construed and enforced in
accordance with the laws of the State of Oregon. 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.
13. 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.
14. These Escrow Instructions may be executed in counterparts, each of which
shall constitute an integral original part of one and the same original
instrument.
15. 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. The Company and the Escrow Agent have agreed to the following fee schedule:
Escrow Agent Fee $2,500 (as quoted)
Processing each return of Investment, if necessary: $5.00
TERMS OF PROPOSAL
- Escrow fee is payable in advance and will run for the full term of the
Agreement
- Out-of-pocket expenses such as stationery, postage, and mailing will be
charged to your account. Any additional services will be charged at
a rate mutually agreed upon rate.
Separate charges not covered herein to be based on analysis/appraisal of the
services rendered.
IN WITNESS WHEREOF, the parties hereto have caused these Escrow Instructions to
be duly executed as of the date shown below.
Kingston Mines Ltd.
By Thomas Mills Vice-President 12/01/2005
Name Title Date
Transfer Online, Inc
By Lori Livingston, President
Date