Latin America Ventures, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com











Exhibit 10.3




ESCROW AGREEMENT




 This Escrow Agreement, dated as of May 12, 2010 (this “Agreement”), is entered into by and among Latin America Ventures, Inc., a Nevada corporation (the “Company”), Halter Financial Securities, Inc. (the
“Placement Agent”) and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”). The Placement Agent and the Company are sometimes
each referred to herein as an “Escrowing Party” and collectively, the “Escrowing Parties.” 


WITNESSETH:




 WHEREAS, the Company proposes to make a private offering pursuant to the Securities Act of 1933, as amended (the “Offering”) of between $5,000,000 and $13,000,000 (the “Offering Amount”) of shares of the
Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to a Securities Purchase Agreement, dated as of May 12, 2010, by and among the Company and the investors party thereto (the
“Investors,” and such agreement, the “Securities Purchase Agreement”), and 


 WHEREAS, the Company and the Placement Agent desire to deposit all gross proceeds received from subscriptions for the shares of Common Stock being sold (the “Securities”) in the Offering (the “Escrowed Funds”) with
the Escrow Agent, to be held in escrow until joint written instructions are received by the Escrow Agent from the Company and the Placement Agent, from time to time, at which time the Escrow Agent will disburse the Escrowed Funds in accordance with
such joint written instructions (a “Closing”); and 


 WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to the terms and conditions of this Agreement. 


 NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows: 


1. 


Appointment of Escrow Agent.  The Company and the Placement Agent hereby appoint Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment. 


2. 


Delivery of the Escrowed Funds.


 2.1  


 The Placement Agent and/or the Company will direct the Investors in the Offering
to deliver the Escrowed Funds to the Escrow Agent on or prior to the closing of the Offering, addressed to the following account of the Escrow Agent: 


Account Name: Securities Transfer Corporation 

Bank: Nexity Bank 

ABA No: 062006330 

F/C Vision Bank -Texas 

Account No.: 2000001897 

For the benefit of: Securities Transfer Corporation account M 

Account No.: 201574 











 2.2 



 (a) All Investors’ checks shall be made payable to “Securities Transfer Corporation” and shall be delivered to the Escrow Agent at the address set forth on Exhibit A hereto and shall be accompanied by a written account of
subscription in the form attached hereto as Exhibit B (the “Subscription Information”).  The Escrow Agent shall, upon receipt of Subscription Information, together with the related purchase price being paid by such Investor
therefore (the “Investment Amount”), deposit the related Investment
 Amount of such Subscription Information in the Escrow Account for collection;
 or (b) all funds to be wired shall be wired to the account set forth in Section 2.1
above and written Subscription Information shall be faxed or emailed to the Escrow Agent in accordance with the information provided on Exhibit A. 


 2.3 


 Any checks which are received by Escrow Agent that are made payable to a party
 other than the Escrow Agent shall be returned directly to the Placement Agent
 together with any documents delivered therewith. Simultaneously with each
 deposit of a check with the Escrow Agent, the Placement Agent shall provide the
 Escrow Agent with the Subscription Information to include the name, address and
 taxpayer identification number of each Investor and of the aggregate principal
 amount of Securities subscribed for by such Investor. The Escrow Agent is not
 obligated, and may refuse, to accept checks that are not accompanied by a
 Subscription Information containing the requisite information. 


 2.4 


 In the event a wire transfer is received by the Escrow Agent and the Escrow
 Agent has not received Subscription Information, the Escrow Agent shall notify
 the Placement Agent. If the Escrow Agent does not receive the Subscription
 Information by such Investor prior to close of business on the third business
 day (days other than a Saturday or Sunday or other day on which the Escrow
 Agent is not open for business in the State of Texas) after notifying Placement
 Agent of receipt of said wire, the Escrow Agent shall return the funds to such
 Investor. 


3. 


Escrow Agent to Hold and Disburse Escrowed Funds.  The  Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Agreement, as follows:


 3.1  


 Upon receipt of joint written instructions from the Company and the Placement Agent, in substantially the form of Exhibit C hereto, the Escrow Agent shall release the Escrowed Funds as directed in such instructions.


 3.2


 In the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the
 subject of litigation, the Company authorizes the Escrow Agent, at its option,
 to deposit the Escrowed Funds with the clerk of the court in which the
 litigation is pending, or a court of competent jurisdiction if no litigation is
 pending, and thereupon the Escrow Agent shall be fully relieved and discharged
 of any further responsibility with regard thereto. The Company also authorizes
 the Escrow Agent, if it receives conflicting claims to the Escrow Funds, is
 threatened with litigation or if the Escrow Agent shall desire to do so for any
 other reason, to interplead all interested parties in any court of competent
 jurisdiction and to deposit the Escrowed Funds with the clerk of that court and
 thereupon the Escrow Agent shall be fully relieved and discharged of any
 further responsibility hereunder to the parties from which they were received. 


2











 3.3 



 In the event that the Escrow Agent does not receive any instructions by a date that is 90 days from the date of this Agreement (the “Escrow Termination Date”), all Escrowed Funds shall be returned to the parties from which they
were received, without interest thereon or deduction therefrom. 


4. 


Exculpation and Indemnification of Escrow Agent. 


 4.1 


 The Escrow Agent shall have no duties or responsibilities other than those
expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any
person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a
document or any other person, to perform such person’s obligations under any such document.  Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent relating to the Escrowed Funds,
the Escrow Agent shall not be obligated to recognize any agreement between or among any of the parties hereto, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.


 4.2 


 The Escrow Agent shall not be liable to the Company or the Placement Agent or
 to anyone else for any action taken or omitted by it, or any action suffered by
 it to be taken or omitted, in good faith and acting upon any order, notice,
 demand, certificate, opinion or advice of counsel (including counsel chosen by
 the Escrow Agent), statement, instrument, report, or other paper or document
 (not only as to its due execution and the validity and effectiveness of its
 provisions, but also as to the truth and acceptability of any information
 therein contained), which is believed by the Escrow Agent to be genuine and to
 be signed or presented by the proper person or persons. The Escrow Agent shall
 not be bound by any of the terms thereof, unless evidenced by written notice
 delivered to the Escrow Agent signed by the proper party or parties and, if the
 duties or rights of the Escrow Agent are affected, unless it shall give its
 prior written consent thereto. 


 4.3 


 The Escrow Agent shall not be responsible for the sufficiency or accuracy of
 the form, or of the execution, validity, value or genuineness of, any document
 or property received, held or delivered to it hereunder, or of any signature or
 endorsement thereon, or for any lack of endorsement thereon, or for any
 description therein; nor shall the Escrow Agent be responsible or liable to the
 Company, the Placement Agent, or to anyone else in any respect on account of
 the identity, authority or rights, of the person executing or delivering or
 purporting to execute or deliver any document or property or this Agreement.
 The Escrow Agent shall have no responsibility with respect to the use or
 application of the Escrowed Funds pursuant to the provisions hereof. 


 4.4 


 The Escrow Agent shall have the right to assume, in the absence of written
 notice to the contrary from the proper person or persons, that a fact or an
 event, by reason of which an action would or might be taken by the Escrow
 Agent, does not exist or has not occurred, without incurring liability to the
 Company, the Placement Agent, or to anyone else for any action taken or omitted
 to be taken or omitted, in good faith and in the exercise of its own best
 judgment, in reliance upon such assumption. 


3











 4.5 



 To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds to the Company to the extent due to the Company in accordance with the instructions delivered as set forth in Exhibit C such amount as the Escrow Agent estimates
to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose.  The Escrow Agent shall be indemnified and held harmless by the Company against any liability for taxes and for any penalties in
respect of taxes, on such investment income or payments in the manner provided in Section 4.6. 


 4.6 


 The Escrow Agent and Placement Agent will be indemnified and held harmless by the  Company from and against all expenses, including all reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent or Placement Agent in
connection with any action, suit or proceedings involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent or Placement Agent
hereunder, except for claims relating to gross negligence or willful misconduct by Escrow Agent or Placement Agent or breach of this Agreement by the Escrow Agent or Placement Agent, or the monies or other property held by it hereunder. Promptly
after the receipt of the Escrow Agent or Placement Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent or Placement Agent, as applicable, shall, if a claim in respect thereof is to be made
against an Escrowing Party, notify each of them thereof in writing, but the failure by the Escrow Agent or Placement Agent, as applicable, to give such notice shall not relieve any such party from any liability which an Escrowing Party may have to
the Escrow Agent or Placement Agent hereunder.


 4.7 


 For purposes hereof, the term “expense or loss” shall include all amounts paid
 or payable to satisfy any claim, demand or liability, or in settlement of any
 claim, demand, action, suit or proceeding settled with the express written
 consent of the Escrow Agent, and all costs and expenses, including, but not
 limited to, reasonable counsel fees and disbursements, paid or incurred in
 investigating or defending against any such claim, demand, action, suit or
 proceeding.


5. 


Termination of Agreement and Resignation of Escrow Agent. 


 5.1 


 This Agreement shall terminate upon disbursement of all of the Escrowed Funds,
provided that the rights of the Escrow Agent and the obligations of the Company under Section 4 shall survive the termination hereof. 


 5.2 


 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Placement Agent at least five (5) business days written notice thereof (the “Notice Period”).
Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such five Business Day period. In such event, the Escrow Agent shall not take any
action, other than receiving and depositing the Investors’ checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. As soon as
practicable after
its resignation, the Escrow Agent shall, if it receives notice from the Company and the Placement Agent within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent all Escrowed Funds (less such
amount as the Escrow Agent is entitled to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall
return the Escrowed Funds to the parties from which they were received without interest or deduction.


4











6. 


Form of Payments by Escrow Agent. 


 6.1


 Any payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of
 this Agreement shall be made by wire transfer unless directed to be made by
 check by the Escrowing Parties. 


 6.2 


 All amounts referred to herein are expressed in United States Dollars and all
 payments by the Escrow Agent shall be made in such dollars. 


7. 


Compensation. The Company shall pay to the Escrow Agent, out of the Closing, (i) a documentation fee of $3,500 and (ii) a processing fee of $20 for each subscription received. 


8. 


Notices. All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, shall be deemed given when received and shall be addressed to parties hereto at their
respective addresses first set forth on Exhibit A hereto. 


9. 


Further Assurances. From time to time on and after the date hereof, the Company shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the
Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder. 


10. 


Consent to Service of Process.  The Company and the Placement Agent hereby irrevocably consent to the jurisdiction of the courts of the State of New York and of any Federal court located in such state in connection with any action, suit
or proceedings arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered
mail directed to it at the address listed on Exhibit A hereto. 


11.


 Miscellaneous. 


 11.1 


 This Agreement shall be construed without regard to any presumption or other
 rule requiring construction against the party causing such instrument to be
 drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as
 used in this Agreement, refer to the Agreement in its entirety and not only to
 the particular portion of this Agreement where the term is used. The word
 “person” shall mean any natural person, partnership, corporation, government
 and any other form of business of legal entity. All words or terms used in this
 Agreement, regardless of the number or gender in which they were used, shall be
 deemed to include any other number and any other gender as the context may
 require. This Agreement shall not be admissible in evidence to construe the
 provisions of any prior agreement.


5











 11.2 


 This Agreement and the rights and obligations hereunder of the parties to this
 Agreement may not be assigned. This Agreement shall be binding upon and inure
 to the benefit of each party’s respective successors, heirs and permitted
 assigns. No other person shall acquire or have any rights under or by virtue of
 this Agreement. This Agreement may not be changed orally or modified, amended
 or supplemented without an express written agreement executed by the Escrow
 Agent and the Escrowing Parties. This Agreement is intended to be for the sole
 benefit of the parties hereto and their respective successors, heirs and
 permitted assigns, and none of the provisions of this Agreement are intended to
 be, nor shall they be construed to be, for the benefit of any third person. 


 11.3 


 This Agreement shall be governed by, and construed in accordance with, the
 internal laws of the State of New York. The representations and warranties
 contained in this Agreement shall survive the execution and delivery hereof and
 any investigations made by any party. The headings in this Agreement are for
 purposes of reference only and shall not limit or otherwise affect any of the
 terms thereof.


12. 


Execution of Counterparts.  This Agreement may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute
one and the same instrument. This Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all the parties. 


6











IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year first above written. 


ESCROW AGENT:




SECURITIES TRANSFER CORPORATION


By: /s/ Kevin B. Halter Jr.                                                 
 

Name: Kevin B. Halter Jr. 

Title: President 

COMPANY: 

LATIN AMERICA VENTURES, INC.




By: /s/ Jorge Osvaldo Orellana Orellana                        


Name: Jorge Osvaldo Orellana Orellana

Title: Chief Executive Officer




PLACEMENT AGENT: 



HALTER FINANCIAL SECURITIES, INC.




By: /s/ Nicholas B. Hirsch                                                


Name: Nicholas B. Hirsch

Title: President


 







[Signature Page to Closing Escrow Agreement]











EXHIBIT A




PARTIES TO AGREEMENT




Minera Licancabur S.A., Inc. 

La Pastora No. 121, Officina 201 

Las Condes, Santiago 

Chile 

Attention: Jorge Osvaldo Orellana Orellana


Securities Transfer Corporation 

2591 Dallas Parkway, Suite 102 

Frisco, TX 75034 

Attention: Kevin B. Halter Jr. 

Telephone: (469) 033-0101 

Fax: (469) 633 0088 

Email kevinjr@stctransfer.com 


Halter Financial Securities, Inc. 

500 West Putnam Avenue 

Greenwich, CT 06830 

Attention: Nicholas B. Hirsch 

Telephone: (203) 542-7347 

Fax: (203) 542-7701 

Email: nick.hirsch@halterfinancialsecurities.com











EXHIBIT B




SUBSCRIPTION INFORMATION




Name of Investor                                     
________________________



Address of Investor                               
________________________

                                                                   
________________________

                                                                   
________________________




$ Amount of Securities                            

Subscribed                                             
________________________



Subscription Amount 

Submitted Herewith                              
________________________



Taxpayer ID Number/

Social Security Number                        
________________________













EXHIBIT C




DISBURSEMENT REQUEST




  Pursuant to that certain Agreement by and among Latin America Ventures, Inc., Halter Financial Securities, Inc., and Securities Transfer Corporation, the Company and Placement Agent hereby request disbursement of funds in the amount and manner
described below from Nexity Bank account number 2000001897, styled Securities Transfer Corporation Escrow Account. 


Please disburse to:                                
________________________

Amount to disburse:                             
________________________

Form of distribution:                             
________________________




Payee:                                                      
________________________




Name:                                                      
________________________

Address:                                                
________________________

City/State:                                              
________________________

Zip:                                                         
________________________




Please disburse to:                              
________________________

Amount to disburse:                           
________________________

Form of distribution:                           
________________________




Payee:                                                     
________________________ 




Name:                                                      
________________________

Address:                                                
________________________

City/State:                                              
________________________

Zip:                                                         
________________________




Subscriptions Accepted From


 

	Investor 
    ___________________________
___________________________
 ___________________________
  ___________________________

    Total: 
	Amount___________________________
  ___________________________

    ___________________________
  ___________________________

    ___________________________




Statement of event or condition which calls for this request for disbursement: 
_______________________________________________________________
 
_______________________________________________________________


_______________________________________________________________











COMPANY:




LATIN AMERICA VENTURES, INC.


By:
_______________________________
 Name: 

Title:


PLACEMENT AGENT: 


HALTER FINANCIAL SECURITIES, INC.


By:
_______________________________
 Name: 

Title: