ESCROW AGREEMENT
Exhibit
99(a)<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office"
/>
STATE
OF NEVADA
COUNTY
OF XXXXX
This
escrow agreement is executed on the 31st day of May 2007
and is between MARVIN’S PLACE, INC. (the “Issuer”) and Xxxxxxx Xxxxxxxxx, Esq.
(the “Escrow Agent”).
WHEREAS,
the Issuer proposes to offer on a best efforts basis (the
“Offer”), a minimum of $20,000.00 (the “Minimum Offering”) and $75,000.00
“Maximum Offering”) of the Issuer’s Common Stock (the “Security”) in to
prospective Investors, in several transactions and the parties have agreed
that
Escrow Agent shall hold all certificates representing said securities until
the
Minimum Offering has been achieved and been paid to the Escrow Agent who shall
then hold the securities and the funds received until all prerequisites and
conditions to disbursement have occurred, and
WHEREAS,
Investor funds will be deposited in Escrow Agent’s Escrow
Account (“Escrow Account”),
NOW,
therefore, the parties to this agreement, in reliance upon the
covenants and promises of each other, mutually agree to the following terms
and
conditions, which shall regulate the use of the funds placed in this
account.
1.
All
funds received from the Investor’s shall promptly be deposited in the Escrow
Account. All proceeds shall be payable to Xxxxxxx Xxxxxxxxx, Esq. Trust
Account fbo Marvin’s Place, Inc. The Escrow Agent shall not be required to
accept for deposit into the Escrow Account any funds which are not accompanied
by the appropriate Subscription Information.
2.
If
the
Minimum Offering is not achieved, the funds received from Investor’s and
deposited in the Escrow Account shall be refunded.
3.
Upon
the
receipt of the funds amounting to the Minimum Offering, the Escrow Agent shall
disburse such funds to the Issuer and disburse the Securities purchased as
instructed to the parties designated by the Investors for receipt. Escrow
agent shall receive a fee of five hundred ($500.00) dollars in the event the
Minimum Offering is achieved, to be paid by the Issuer from the Escrow Account
along with any applicable bank charges.
4.
Escrow
Agent shall continue to receive such funds and perform such disbursements until
either the Maximum Offering is achieved or a period of 90 days from the
beginning of the Offer, whichever event occurs first. Thereafter this
agreement shall terminate.
5.
Other
than establishing and maintaining this Escrow Account and complying with
agreement, the Escrow Agent shall have no further liability or
responsibility.
6.
The
fact
that the Escrow Agent has agreed to perform the limited function of Escrow
Agent
stated in this agreement does not mean that the agent has passed upon the merits
of, or recommended, or given advice to any person regarding the business or
legal merits of, the Offering of Securities contemplated in this
agreement.
7.
The
agent’s name shall not be used in any way that may imply an association with any
of the parties to this agreement other than that of Escrow Agent.
8.
In
the
event of any reasonable uncertainty or any dispute with respect to the proper
disposition of the funds, the Escrow Agent may interplead the funds into the
registry of the court and recover his reasonable attorney’s fees from the
parties to this agreement. The parties hereto agree and acknowledge that
the Escrow Agent’s attorney fees and expenses may be taken out of the funds that
were placed in the registry of the court and the parties grant the Escrow Agent
a security interest and lien on the funds to secure his costs in the event
the
funds are interpleaded into the court.
9.
This
Agreement is entered into for the express benefit of the Issuer.
10.
The
laws of the State of
Nevada shall apply to this agreement.
THEREFORE,
the parties to this agreement intending to be legally bound
have executed this document on the date set forth above.
/Signed/ Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, Esq., Escrow Agent
/Signed/ Xxxxx Xxx
Xxxxx
Xxx, President
Marvin’s
Place, Inc.
