ESCROW AGREEMENT
THIS AGREEMENT made and
entered into this
1st day
of February, 2009, by and between Galileo Group, Inc. whose address
is 0000 X. Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the
“Client”); and the Law Offices of Xxxxxx X. Xxxxxxxx, Esq. Ltd., whose address
is 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 (the “Escrow
Agent”).
WIT
N E S SE T H:
WHEREAS,
the Client has established an escrow account in which up to $100,000 (the
“Funds”) may be deposited. Xxxxxx X. Xxxxxxxx, Esq., Ltd. agrees to serve
as Escrow/Placement Agent in accordance with the terms and conditions set forth
herein.
WHEREAS,
the Client and the Escrow Agent desire to enter into an agreement with respect
to the above-described escrow.
NOW,
THEREFORE, in
consideration of the foregoing and mutual promises and covenants contained
herein, it has been and IT IS
HEREBY AGREED as follows:
1. Establishment of Escrow
Account. The parties have established an escrow account with the Escrow
Agent and the account shall be located at the offices of the Escrow
Agent.
2. Deposit into the Escrow
Account. All Funds will be deposited in the Escrow Account. The
Escrow Account was created and will be maintained subject to the customary rules
and regulations of the Escrow Agent pertaining to such accounts.
3. The Escrow Period.
The Escrow Period shall begin as of the signed date of this agreement (the
“Effective Date”) and shall terminate on the first to occur of the following
dates:
a. One
year from effective date of this agreement.
b. Upon
funding of $100,000 into the escrow account.
4. Disbursements from the
Escrow Account Upon clearance of the funds, funds shall be delivered to
Client upon request after the minimum offering of $35,000 is
reached.
5. Discretion of Escrow
Agent. The Escrow Agent, in its actions pursuant to this Agreement, shall
be fully protected in every reasonable exercise of its discretion and shall have
no obligations hereunder either to the Company or to any other party, except as
expressly set forth herein.
It is
understood and agreed that the duties of the Escrow Agent are entirely
ministerial, being limited to receiving and holding and disbursing such Funds
in accordance with
this Agreement.
6. Escrow Fees. The fee
of the Escrow Agent is 0.5% of the Funds raised with a minimum fee of $1,500
which minimum fee shall be paid from the first Funds deposited. In
addition, all hard costs (wire fees, etc.) shall be deducted from
disbursements.
7. Expenses
of Escrow
Agent. Escrow Agent does not anticipate any expenses other than hard
costs as described above. In the event Escrow Agent does incur any
expenses, Client agrees to promptly reimburse Escrow Agent for its actual costs
incurred.
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8. Limitation
of Liability of Escrow
Agent 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 knowing violation of law, 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 or counsel for the Client 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 advice provided for herein,
not only as to its due execution and the validity and effectiveness of its
provisions, but also as 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.
9. Indemnity of Escrow
Agent. The Client hereby agrees to indemnify and hold harmless the Escrow
Agent against any and all losses, claims, damages, liabilities, attorneys’ fees
(even if Escrow Agent represents himself), and expenses, including any
litigation arising from this Agreement or involving the subject matter
hereof.
10. Disputes. In the
event that a dispute arises as to the terms of this Agreement, the Escrow Agent
shall be entitled to deposit, in the nature of any interpleader action, any
documents or proceeds then held by such Escrow Agent with any court of competent
jurisdiction within the State of Nevada and shall be reimbursed for all its
attorney’s fees and costs connected therewith, even if Escrow Agent, as
attorney, represents himself.
11. Entire Agreement This
is the entire Agreement of the parties. Any other agreements of any nature
whether oral or written not contained herein are expressly made null and
void.
12. Governing Law. This
Agreement shall be governed by the laws of the State of Nevada.
IN WITNESS WHEREOF, the
Company, and the Escrow Agent have executed this Escrow Agreement on the day and
year first above-written.
XXXXXX X.
XXXXXXXX, ESQ., LTD.
By:_______________
Date: ____
Xxxxxx X.
Xxxxxxxx, Esq.
By:
____________
Date:
____
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