EXHIBIT 10.17
BioQuest International, Inc./ THE AMERICAN PACIFIC BANK
Dutch Auction Escrow Agreement
This AGREEMENT is made and effective as of the 7th day of September,
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.
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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 numbers, unique bid numbers,
postal addresses, and electronic mail addresses (the
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"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 ($16,000,000) (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.
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,
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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, ▇▇▇▇▇, 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
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interest exists in the Deposits or any part thereof or 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.
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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.
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 ▇▇▇ ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇
▇▇▇▇▇▇; if to the Servicing Agent, addressed to it at ▇▇▇ ▇.▇.
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▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇; and if to the Issuer, addressed to it at ▇.▇. ▇▇▇
▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇, 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman and CEO
"ESCROW AGENT"
THE AMERICAN PACIFIC BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer
"SERVICING AGENT"
TRANSFERONLINE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President
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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
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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.
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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.
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