Attached files
Exhibit 99.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is entered into as of March 15, 2012 by and
between Pingify International Inc. ("ISSUER"), and Frederick C. Bauman, Esquire
("Escrow Agent").
WHEREAS, ISSUER has filed with the United States Securities and Exchange
Commission ("SEC") a Registration Statement on Form S-1 to register its shares
of common stock, and there is a minimum offering (the "Offering") size of
$125,000 (the "Minimum Offering Amount"), and the ISSUER is required to escrow
the proceeds of its sale of common stock to investors (the "Investors") until
proceeds equal to the Minimum Offering Amount have been received.
NOW, THEREFORE, the parties hereto agree as follows:
Appointment of Escrow Agent
1.1 ISSUER hereby appoints the Escrow Agent, and the Escrow Agent hereby agrees
to act as the agent of such parties in performing the duties of the Escrow Agent
provided for herein.
1.2 ISSUER shall cause the Investors to deposit with the Escrow Agent all
proceeds of the Offering. Such proceeds are referred to herein as the "Escrowed
Funds". ISSUER shall provide full information as to the Investor's name,
address, taxpayer identification number and other information required by Escrow
Agent at the time the funds are deposited with Escrow Agent. The Escrow Agent
shall not be liable for interest on the Escrowed Funds. The Escrow Agent shall
hold the Escrowed Funds in his safekeeping in his attorney trust account and
shall be authorized to distribute and release the Escrowed Funds, or portions
thereof, only upon the receipt by the Attorney of Escrowed Funds equal to the
Minimum Offering Amount. The final determination of when all the shares have
been sold and the Offering is closed will be based upon the Escrow Agent
reviewing the records of the depository institution holding the Escrowed Funds
to verify that that the funds have cleared the interbank payment system as
reflected in the records of the insured depository institution and will notify
the ISSUER that the Offering is complete.
1.3 Upon completion of the offering as determined in Section 1.2 the Escrow
Agent shall disburse all such Escrowed Funds to ISSUER, and Escrow Agent shall
have no further liability to ISSUER either at law or in equity.
1.4 On _______________, 2012 (date to be inserted at effectiveness of the
Registration Statement on Form S-1), the Escrow Agent will return the Escrowed
Funds to the Investors by checks mailed to the addresses on record with Escrow
Agent, if said funds remain in his possession and Escrow Funds have not been
received that are equal to the Minimum Offering Amount, as determined in Section
1.2. The return of the Escrowed Funds to the Investors will take place within
three days of the termination of the Offering.
1.5 The Escrow Agent shall have no obligation to take any legal action in
connection with this Agreement or towards its enforcement, or to appear in,
prosecute or defend any action or legal proceeding which would or might involve
him in any cost, expense, loss or liability unless security and indemnity,
reasonably acceptable to Escrow Agent, shall be furnished. ISSUER hereby agrees
to indemnify the Escrow Agent and hold the Escrow Agent harmless from and
against any and all claims and losses (as defined below) which may be incurred
by the Escrow Agent as a result of claims asserted by any person against the
Escrow Agent as a result of or in connection with his performance as the Escrow
Agent under this Agreement.
1.6 Following satisfaction of the provisions of Section 1.3 or 1.4 of this
Agreement, the escrow created hereby shall terminate. The rights of the Escrow
Agent and the obligations of ISSUER under Sections 1.5, 1.6 and 1.7 shall
survive the termination of the Agreement and/or resignation or removal of the
Escrow Agent for a period of three (3) years.
1.7 To induce the Escrow Agent to act hereunder, it is further agreed that:
(a) The Escrow Agent shall have no duties or responsibilities other than those
expressly set forth in this Agreement. The Escrow Agent shall have no duty to
conduct due diligence of any kind with respect to ISSUER. The Escrow Agent shall
neither be responsible for, nor chargeable with, the knowledge of the terms and
conditions of any other agreement, instrument or document between the parties,
and the Escrow Agent shall be required to act only pursuant to the terms and
provisions of this Agreement.
(b) The Escrow Agent shall not be liable to the undersigned parties or to anyone
else for any action taken or omitted by him, or any action suffered by him to be
taken or omitted, in good faith and in the exercise of his own best judgment.
The Escrow Agent may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, option or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the trust and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons.
(c) In the event of any disagreement or controversy under this Agreement, or if
conflicting demands or notices are made upon the Escrow Agent, or in the event
the Escrow Agent in good faith is in doubt as to which action he should have
taken under this Agreement, the undersigned parties expressly agree and consent
that the Escrow Agent shall have the absolute right at his option to do either
or both of the following things: (i) stop all further proceedings in, and
performance of, this Agreement and of all instructions received hereunder,
and/or (ii) file a suit in interpleader and obtain an order from a court of
competent jurisdiction requiring all persons involved to interplead and litigate
in such court their several claims and rights among themselves and with the
Escrow Agent. Any such interpleader action may be filed in the federal or the
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state courts situate in Clark County, Nevada, and ISSUER agrees to the
jurisdiction and venue of such courts for any interpleader action brought by the
Escrow Agent.
1.8 All notices and other communications pursuant to this Agreement shall be in
writing and shall be deemed given if (a) delivered personally, (b) sent by
nationally recognized, overnight courier with signature required only to
addresses within the United States, or (c) sent by facsimile to the parties at
the following addresses (or at such other address for a party as shall be
specified by notice hereunder):
if to ISSUER, at:
If to the Escrow Agent, at:
Frederick C. Bauman, Esquire
401 N Buffalo Dr., Suite 100
Las Vegas, NV 89145
Phone: (702) 533-8372
All such notices and other communications shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of delivery by nationally recognized, overnight courier, on the business
day following dispatch, and (c) in the case of a facsimile, when the party
sending such facsimile shall have confirmed receipt of the communication.
1.9 The Escrow Agent is authorized to collect, as a retainer, its fees, wiring
costs and out of pocket expenses from the ISSUER according to the following
schedule:
Gross Value Up To: Fee:
------------------ --------
$ 19,000 $ 500.00
$ 39,000 $ 600.00
$ 74,000 $ 700.00
$149,000 $ 800.00
$199,000 $ 900.00
$299,000 $1000.00
$399,000 $1100.00
$499,000 $1200.00
* Plus $1.50 per $1,000 or fraction over $499,000.
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IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day
and year first above written.
ISSUER
By _________________________
Name _______________________
Title ______________________
FREDERICK C. BAUMAN, as Escrow Agent
By__________________________
Frederick C. Bauman
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WIRE TRANSFER INSTRUCTIONS
Frederick C. Bauman, Attorney Trust Account
Please use the following wire instructions:
DIRECT TO: Wire Routing Transit Number 121000248
BANK NAME: Wells Fargo Bank, N.A.
CITY, STATE, COUNTRY: San Francisco, California, U.S.A.
SWIFT CODE: WFBIUS6S
BENEFICIARY ACCOUNT NUMBER (BNF):
BENEFICIARY ACCOUNT NAME: Frederick C. Bauman, Attorney
