ESCROW AGREEMENT
Exhibit
99(a)
This
escrow agreement is executed on the 8th day
of June 2010 and is by and between TURNPOINT GLOBAL, INC. (the “Issuer”) and X.
X. Xxxxxxxxx, Esq. (the “Escrow Agent”).
WHEREAS,
the Issuer proposes to offer on a best efforts basis (the “Offer”), a minimum of
$25,000.00 (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.
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1.
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All
funds received from the Investor’s shall promptly be deposited in the
Escrow Account. All proceeds shall be payable to X. X. Xxxxxxxxx,
Esq. Trust Account fbo TURNPOINT GLOBAL, 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.
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2.
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If
the Minimum Offering is not achieved, the funds received from Investor’s
and deposited in the Escrow Account shall be refunded. No
interest shall be paid to TURNPOINT GLOBAL, INC. or any
subscriber.
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3.
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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 one thousand
($1,000.00) 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.
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4.
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Escrow
Agent shall continue to receive such funds and perform such disbursements
until the terms of the Subscription Agreement are met or the Offering is
terminated, whichever event first occurs. Thereafter this Agreement
shall terminate unless lawfully extended by the company pursuant to the
Private Placement Memorandum.
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5.
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Other
than establishing and maintaining this Escrow Account and complying with
agreement, the Escrow Agent shall have no further liability or
responsibility.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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This
Agreement is entered into for the express benefit of the
Issuer. TURNPOINT GLOBAL, INC. hereby knowingly and voluntarily
waives any known, unknown, present or future, real or perceived
conflicts.
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10.
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The
laws of the State of Delaware shall apply to this
agreement.
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THEREFORE,
the parties to this agreement intending to be legally bound have executed this
document on the date set forth above.
/s/ X.X.
Xxxxxxxxx
X. X.
Xxxxxxxxx, Esq., Escrow Agent
/s/ Xx
Xxxxxxx
Xx
Xxxxxxx, President
