Exhibit 10.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made and entered into on ___________, 20___ by
and between Majestic Safe-T-Products, Ltd., a Maryland corporation (the
"Company"), and Mariner Investment Group (the "Escrow Agent").
1. Offering of Securities. Reference is made to that certain prospectus dated
________, 200___ (the "Prospectus") constituting part of a registration
statement on Form SB-2, as declared effective by the Securities and Exchange
Commission on ________, 200___, whereby the Company is offering for sale
14,250,000 shares of its common stock, par value $0.001 per share (the
"Offering"). The parties hereto are entering into this Agreement in accordance
with the terms set forth in the Prospectus. All capitalized terms or terms
within quotations used herein that are not otherwise defined shall have the
meaning given to them in the Prospectus.
2. Requirement for Escrow. The Prospectus provides that there is no minimum
number of shares that the Company must sell. However, the Prospectus does
require that all money received from the Offering will be placed in a
non-interest bearing Escrow Account (the "Escrow Account") and withdrawn in
$25,000 increments (the "Required Amount") for the Company's immediate use.
3. Duty of the Escrow Agent. The sole duty of the Escrow Agent, other
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than as hereinafter specified, shall be to receive the proceeds of the
Offering and hold them subject to release, in accordance with this Agreement.
4. Release of the Proceeds. The Escrow Agent shall release the proceeds of the
Offering upon receipt of appropriate written instructions tendered by the
Company once it confirms that proceeds equal to the Required Amount are on
deposit in the Escrow Account. Upon the termination of the Offering, in the
event that an amount less than the Required Amount is on deposit in the Escrow
Account, such amount shall be delivered to the subscribers of the Offering at
the address on file with the Escrow Agent without any further action or
instruction of the Company.
5. Duration and Termination. This Agreement shall terminate on the
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earlier of the date that the proceeds held in the Escrow Account are either
delivered to the Company or to the subscribers of the Offering.
6. Controversy. If any controversy arises between the parties hereto or with any
third person, the Escrow Agent shall not determine the same or take any action,
but shall await the settlement of any such controversy by appropriate legal
proceedings. The Escrow Agent may, in its discretion, institute such appropriate
interpleader or other proceedings in connection therewith as it may deem proper,
notwithstanding anything in this Agreement to the contrary.
7. Escrow Agent's Liability. The Escrow Agent's obligations and duties in
connection herewith are confined to those specifically enumerated in this
Agreement. The Escrow Agent shall not be in any manner liable or responsible for
the sufficiency, correctness, genuineness or validity of any instruments
deposited with it or with reference to the form of execution thereof, or the
identity, authority or rights of any person executing or depositing same, and
the Escrow Agent shall not be liable for any loss that may occur by reason of
forgery, false representation or the exercise of its discretion in any
particular manner or for any other reason, except for its own negligence or
willful misconduct.
8. Binding Agreement and Substitution of Escrow Agent. The terms and conditions
of this Agreement shall be binding on the heirs, executors and assigns,
creditors or transferees, or successors in interest, whether by operation of law
or otherwise, of the parties hereto. If, for any reason, the Escrow Agent named
herein should be unable or unwilling to continue as such Escrow Agent, then the
parties hereto may substitute, by mutual written agreement, another person to
serve as Escrow Agent.
9. Law Governing. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
MAJESTIC SAFE-T-PRODUCTS, LTD.
By
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Xxxxxxx X. Xxxxxxxxx, President
MARINER INVESTMENT GROUP
By
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Xxx X. Xxxxx, Xx., President
