10.2 Escrow Agreement between registrant and Xxxxxxxx Xxxxxxxxxx, dated
August 5, 2004.
ESCROW AGREEMENT
This Amended Escrow Agreement (this "Escrow Agreement"), dated the 5 th day of
August, 2004, by and between Wine Purveyors International, a Nevada corporation
("Customer) and Xxxxxxxx Xxxxxxxxxx, attorney at law ("Escrow Agent") contains
the following terms:
1. Receipt of Escrow Funds. Escrow Agent shall receive funds via bank draft,
cashier's check or wire transfer (the "Escrow Funds") from time to time from
subscribers for Customer"s shares, in each instance in connection with that
certain offering of up to shares of Customer's common stock as set forth in that
certain Registration Statement on Form SB-2, as filed with the Securities and
Exchange Commission on ____________, as the same may be amended from time to
time (SEC File No. 333-104131).
2. Investments. The Escrow Funds shall be deposited by the Escrow Agent in an
interest-bearing account according to the Customer's direction.
3. Interest. The Escrow Funds shall be placed in an interest-bearing account.
4. Disbursement of Funds. Escrow Agent shall transfer the Escrow Funds or
portions thereof to the Customer upon receipt of written instructions of
Customer. If the minimum offering, as defined in the prospectus, is not
achieved within 90 days of the date of the effective date of the prospectus or
as extended for a longer period by the board of directors of the Customer as
detailed in the prospectus, all subscription funds will be returned on the next
business day or as soon as possible after the offering is terminated to
investors with interest, but without deduction of fees. Escrow Agent is not
responsible and does not warrant, convey or guarantee in any form or manner that
the disbursed Escrow Funds will be used by Customer for the purposes herein
stated or stated elsewhere.
5. Duty of the Escrow Agent. The sole duty of Escrow Agent is to receive the
Escrow Funds and hold the same pending disbursement pursuant to Section 4 of
this Escrow Agreement. Escrow Agent is not responsible for ensuring that
Customer is using the Escrow Funds for any stated or express purposes. Escrow
Agent is not responsible for accounting or maintaining any records other than to
document the wires and funds received and Escrow Funds disbursed.
6. Documents. The Escrow Agent may conclusively rely upon and shall be protected
in acting upon any statement, certificate, notice, request, consent, order or
other document believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall have no duty or liability
to verify any such statement, certificate, notice, request, consent, or order or
other document and its sole responsibility shall be to act only as expressly set
forth in this Escrow Agreement. The Escrow Agent shall be under no obligation to
institute or defend any action, suit or proceeding in connection with this
Escrow Agreement unless first indemnified to its satisfaction by the Customer.
7. Fees. Escrow Agent is entitled to compensation in accordance with "Schedule
A" attached hereto and incorporated herein by reference and shall be payable by
Customer. Escrow Agent may in its discretion deduct said fees from the funds to
be disbursed to Customer after receipt of joint instructions to disburse
pursuant to Section 4 hereof, if said compensation is not paid by Customer.
8. Tax Related Terms.
(a) Tax Reporting. Customer agrees that, for tax reporting purposes, all
interest or other taxable income earned from the investment of the Escrow Funds
in any tax year shall be taxable to the subscriber.
(b) Certification of Tax Identification Number. Customer agrees to provide the
Escrow Agent with certified tax identification numbers by furnishing appropriate
forms W-9 or W-8 and other forms and documents that the Escrow Agent may
reasonably request. Customer hereto understand that if such tax reporting
documentation is not so certified to the Escrow Agent, the Escrow Agent may be
required by the Internal Revenue Code of 1986, as amended, to withhold a portion
of any interest or other income earned on the investment of monies or other
property held by the Escrow Agent pursuant to this Escrow Agreement.
(c) Taxes. Customer agree to indemnify and hold the Escrow Agent harmless from
and against any taxes, additions for late payment, interest, penalties and other
expenses that may be assessed against the Escrow Agent on or with respect to any
payment or other activities under this Escrow Agreement.
9. Indemnification of Escrow Agent. The Customer hereby indemnifies and holds
harmless the Escrow Agent from and against, any and all loss, liability, cost,
damage and expense, including, without limitation, reasonable counsel fees,
which the Escrow Agent may suffer or incur by reason of any action, claim or
proceeding brought against the Escrow Agent arising out of or relating in any
way to this Escrow Agreement or any transaction to which this Escrow Agreement
relates unless such action, claim or proceeding is the result of the willful
misconduct of the Escrow Agent. The Escrow Agent may consult counsel in respect
of any question arising under the Escrow Agreement and the Escrow Agent shall
not be liable for any acting taken or omitted in good faith upon advice of such
counsel.
10. Notices. All notices, requests, demands, and other communications under this
Escrow Agreement shall be in writing and shall be deemed to have been duly given
(a) on the date of service if served personally on the party to whom notice is
to be given, (b) on the day of transmission if sent by facsimile transmission to
the facsimile number given below, and telephonic confirmation of receipt is
obtained promptly after completion of transmission, (c) on the day after
delivery to Federal Express or similar overnight courier or the Express Mail
service maintained by the United States Postal Service, or (d) on the fifth day
after mailing, if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly addressed,
return receipt requested, to the party as follows:
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If to Customer: Wine Purveyors International, Inc.
Xxxxx Xxxxx, CEO
00000 Xxxxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Escrow Agent: Xxxxxxxx Xxxxxxxxxx
0000 Xxxx Xxxxxx, #0
Xxx Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.
11. Successors and Assigns. Except as otherwise provided in this Escrow
Agreement, no party hereto shall assign this Escrow Agreement or any rights or
obligations hereunder without the prior written consent to the other parties
hereto and any such attempted assignment without such prior written consent
shall be void and of no force and effect. This Escrow Agreement shall inure to
the benefit of and shall be binding upon the successors and permitted assigns of
the parties hereto.
12. Governing Law; Jurisdiction. This Escrow Agreement shall be construed,
performed, and enforced in accordance with, and governed by, the internal laws
of the State of Nevada, without giving effect to the principles of conflicts of
laws thereof. Each party hereby
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consents to the personal jurisdiction and venue of any United States District
Court for the District of Southern Nevada located in Xxxxx County, Nevada.
13. Severability. In the event that any part of this Escrow Agreement is
declared by any court or other judicial or administrative body to be null, void,
or unenforceable, said provision shall survive to the extent it is not so
declared, and all of the other provisions of this Escrow Agreement shall remain
in full force and effect.
14. Amendments; Waivers. This Escrow Agreement may be amended or modified, and
any of the terms, covenants, representations, warranties, or conditions hereof
may be waived, only by a written instrument executed by the parties hereto, or
in the case of a waiver, by the party waiving compliance. Any waiver by any
party of any condition, or of the breach of any provision, term, covenant,
representation, or warranty contained in this Escrow Agreement, in any one or
more instances, shall not be deemed to be nor construed as further or continuing
waiver of any such condition, or of the breach of any other provision, term,
covenant, representation, or warranty of this Escrow Agreement.
15. Entire Agreement. This Escrow Agreement contains the entire understanding
among the parties hereto with respect to the escrow contemplated hereby and
supersedes and replaces all prior and contemporaneous agreements and
understandings, oral or written, with regard to such escrow.
16. Section Headings. The section headings in this Escrow Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Escrow Agreement.
17. Counterparts. This Escrow Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute the same
instrument.
18. Resignation. Escrow Agent may resign upon 30 days advance written notice to
the Customer. If a successor Escrow Agent is not appointed within the 30-day
period following such notice, Escrow Agent may petition any court of competent
jurisdiction to name a successor Escrow Agent.
[Signature page follows]
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In Witness Whereof , the parties hereto have caused this Escrow Agreement to be
executed the day and year first set forth above.
Wine Purveyors International , a Nevada corporation
By: /s/ Xxxxx X. Xxxxx
Name Xxxxx X. Xxxxx
Title CEO
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx, Esq.
Title
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EXHIBIT A
ESCROW FEE SCHEDULE
ACCEPTANCE FEE: $2,000.00
For initial services including examination of the Escrow Agreement and all
supporting documents this is a one-time fee payable upon the opening of the
escrow.
EXTRAORDINARY SERVICES:
For any services other than those covered by the aforementioned, a special per
hour charge will be made commensurate with the character of the service, time
required and responsibility involved. Such services include but are not limited
to excessive administrative time, attendance at closings, specialized reports
(eg. tax reporting) and record-keeping, unusual certifications, etc.
1099-Tax reporting $15.00 per report
Other Tax reporting per hour charge
