EXHIBIT 10.2
ESCROW AGREEMENT
This Agreement made and entered into effective the 28th day of May,
2008, by and among Infinity Capital Group, Inc. ("Purchaser"), Xxxxxxxx Capital
Inc., J View III, LLC, J View II Limited Partnership ("Sellers"), NPI08, Inc.
("NPI") and Xxxxxxx X. Xxxxxxx ("Escrow Agent"), Attorney at Law, having offices
at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000.
RECITALS
Purchaser has entered into a Purchase Agreement ("Agreement") with
Sellers, requiring a payment of a purchase price of $122,000 in cash to be
placed in escrow at Bank of the West and 40,000 shares of Infinity Capital
Group, Inc. to be held by Escrow Agent to purchase 82,811,680 pre reverse split
shares of NPI's common stock (shares) from Seller and 5,375,843 post reverse
split shares of NPI for $3,000 from NPI. Seller will deposit a certificate for
the shares duly signed and medallion guaranteed, with Escrow Agent against
delivery of the purchase price by Purchaser in escrow for transmittal to
Sellers. Further, Purchaser will deposit $25,000 and 62,500 common shares of
Infinity Capital Group, Inc. in escrow to pay legal fees and accrued liabilities
of NPI to Escrow Agent, subject to closing.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, Parties agree as follows:
Xxxxxxx X. Xxxxxxx, Attorney at Law, is appointed as Escrow Agent by
the Seller and is instructed to collect funds in escrow in an Escrow Account at
Bank of the West pursuant to the Agreement, and receive the shares being
purchased from Seller. Escrow Agent shall hold funds, shares, and other items
and deliver items and disburse sale proceeds to Seller from the account and
deliver shares to Purchaser. Additional Escrow Agent provisions are included in
Addendum A and made a part of this Escrow Agreement by this reference.
The terms and provisions of this Escrow Agreement shall supersede and
control over any and all conflicting terms and provisions in any other agreement
between the Parties whether or not such other agreement precedes or succeeds
this Escrow Agreement. Under no circumstances is the depository bank, Bank of
the West, to be responsible for any performance under this escrow agreement or
the Agreement, except to accept and hold the deposits in accordance with Federal
laws.
The Parties warrant and represent that the making and performance of
this Escrow Agreement are within their legal powers and have been duly
authorized by all necessary corporate action and that the undersigned corporate
officer is authorized legally to bind the corporation.
In the event that the funds required by the Agreement have not been
deposited in escrow by Purchaser on or before June 18, 2008, or the other items
required by the Agreement have not been furnished or performed, then this escrow
shall terminate and Escrow Agent shall return any deposited items to the
depositor.
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Any interest that accrues in the Escrow Account shall be used first to
pay costs of escrow, disbursements, and any balance shall be remitted to
Sellers.
Upon satisfaction of all conditions precedent to closing as set forth
in Article VI of the Share Purchase Agreement, and delivery of the purchase
price, in escrow, by Purchaser, Escrow Agent shall deliver the funds by cashiers
check to Sellers in the amounts specified in the Share Purchase Agreement
between Sellers, Purchaser and NPI, and deliver the certificate purchased to
Purchaser by Federal Express, and disburse the other escrowed items under the
Share Purchase Agreement.
IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement as
of the day and date first above written.
SELLERS: PURCHASER:
XXXXXXXX CAPITAL, INC. INFINITY CAPITAL GROUP, INC.
By: /s/Xxxxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Its: President Its: President
J VIEW II, LIMITED PARTNERSHIP
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Its: Manager
J VIEW III, LLC NPI08, INC.
By: /s/Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Its: Manager Its: President
XXXXXXX X. XXXXXXX, ATTORNEY AT LAW
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
M.A. Xxxxxxx executes this Escrow Agreement solely for the purpose of
accepting the charge herein that he acts as Escrow Agent and provides the escrow
services described above.
XXXXXXX X. XXXXXXX, ATTORNEY AT LAW
/s/Xxxxxxx X. Xxxxxxx
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ADDENDUM A
The Escrow Agent, in its action pursuant to this Agreement, shall be
fully protected in every reasonable exercise of its discretion and shall have no
obligations hereunder either to the Parties or to any other party, except as
expressly set forth herein.
In performing any of its duties hereunder, the Escrow Agent shall not
incur any liability to anyone for any damages, losses, or expenses, except for
willful default or negligence, and it shall, accordingly, not incur any such
liability with respect to: (i) any action taken or omitted in good faith upon
advice of its counsel given with respect to any questions relating to the duties
and responsibilities of the Escrow Agent under this Agreement, or (ii) any
action taken or omitted in reliance upon any instrument, including the written
advices provided for herein, not only as to its due execution and the validity
and effectiveness of its provisions but also as to the truth and accuracy of any
information contained therein, which the Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by a proper person or
persons and to conform with the provisions of this Agreement.
The Parties hereby agree to indemnify and hold harmless the Escrow
Agent and commercial Federal Bank against any and all losses, claims, damages,
liabilities and expenses, including reasonable costs of investigation and
counsel foes and disbursements, that may be imposed upon the Escrow Agent or
incurred by the Escrow Agent in connection with its acceptance as Escrow Agent
hereunder, or the performance of its duties hereunder, including any litigation
or arbitration arising from this Agreement or involving the subject matter
hereof.
If at any time a dispute shall exist as to the duties of the Escrow
Agent and the terms hereof, the Escrow Agent may, in its discretion, deposit
said funds with the Clerk of the District Court for the City and County of
Denver, State of Colorado, and may interplead the parties hereto as to the
rights, if any, in such funds. Upon so depositing such funds and filing its
complaint in interpleader, the Escrow Agent shall be completely discharged and
released from all further liability or responsibility under the terms hereof.
Sellers Initials:
JAJ for Xxxxxxxx Capital, Inc.
JAJ for J View II Limited Partnership
JAJ for J View III LLC
Purchaser Initials:
GHL for Infinity Capital Group, Inc.
Escrow Agent Initials:
XXX Xxxxxxx X. Xxxxxxx
