EXHIBIT 10.2



 


ESCROW
AGREEMENT


 


This
ESCROW AGREEMENT dated as of May 2, 2014 (this “Agreement”) is entered into by and between Aurios Inc., an
Arizona corporation (the “Company”), iPayMobil, Inc., an Arizona corporation (“iPayMobil”)
and Richardson & Patel LLP (the “Escrow Agent”). The foregoing parties are sometimes referred to hereinafter
individually as a “Party” or collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
pursuant to that certain Debt Payment and Stock Issuance Agreement, dated on or about the date hereof (as the same may be amended,
modified or restated in accordance with the terms thereof, the “Debt Payment and Stock Issuance Agreement”),
by and among the Company and iPayMobil, iPayMobil desires to assist the Company in the payment and settlement of its debts and
liabilities and the Company wishes to, inter alia, issue an aggregate of 919,500 shares of the Company’s Common Stock
in exchange for a payment of an aggregate sum of $140,000 in immediately available funds; capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Debt Payment and Stock Issuance Agreement; and


 


WHEREAS,
the Company has requested that the Escrow Agent hold such iPayMobil funds (the “Escrow Funds”) in escrow until
the Closing, except as otherwise set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree
as follows:


  


	1.	TERMS OF ESCROW



 


1.1
Escrow. The Parties hereby agree to establish a non-interest-bearing escrow account (the “Escrow Account”)
with the Escrow Agent whereby the Escrow Agent shall hold the funds collected from iPayMobil. The Escrow Agent shall have no responsibility
whatsoever with regard to funds that the Escrow Agent does not receive or funds that have not yet cleared. The Escrow Agent shall
have no duty or responsibility to enforce the collection or demand payment of any funds deposited or to be deposited into the
Escrow Account.


 


1.2
Delivery of Escrow Funds. The Company shall instruct iPayMobil to deliver to Escrow Agent the Escrow Funds in the form
of a wire transfer in accordance with this Section 1.2. All Escrow Funds shall be deposited into the Escrow Account. Wire transfers
to the Escrow Agent shall be made as follows:


 


	BANK
    NAME: 	 	COMERICA
    BANK OF CALIFORNIA
	 	 	WESTWOOD
    OFFICE
	 	 	10900
    WILSHIRE BLVD.
	 	 	LOS
    ANGELES, CALIFORNIA 90024
	 	 	PHONE
    NUMBER 800-888-3595
	 	 	 
	ABA
    NUMBER: 	 	121137522
	 	 	 
	SWIFT
    CODE: 	 	MNBDUS33
	 	 	 
	ACCT.
    NUMBER: 	 	1894608122
	 	 	 
	BENEFICIARY:
    	 	RICHARDSON
    & PATEL LLP
	 	 	IOLTA
    LAWYERS TRUST CHECKING
	 	 	 
	Re:
    	 	iPayMobil/Aurios


 




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1.3
Release of Funds. On or before April 28, 2014, the Parties agree that the Escrow Agent shall, upon the full execution of
the Debt Payment and Stock Issuance Agreement and the effectuation of all actions and transactions contemplated thereby, disburse
the Escrow Funds in accordance with the payment instructions identified in Schedule 2.13 of the Debt Payment and Stock Issuance
Agreement. For the avoidance of doubt, $70,000 is nonrefundable to iPayMobil because the Company filed its Annual Report on Form
10-K with the U.S. Securities and Exchange Commission on or before March 31, 2014 (the “10-K Filing”). 


 


	2.	OTHER
                                         TERMS REGARDING THE ESCROW AGENT





 


2.1
Escrow Agent’s Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed
by the Escrow Agent to be genuine and to have been signed or presented by the proper Party or Parties. 


 


2.2
Liability. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder
as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud and willful misconduct, and any act
done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence
of such good faith, in the absence of gross negligence, fraud and willful misconduct. The Escrow Agent is hereby expressly authorized
to disregard any and all warnings given by any of the Parties hereto or by any other person or corporation, excepting only orders
or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.
In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any
of the Parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered without jurisdiction. 


 


2.3
Resignation. The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall
resign by giving written notice to iPayMobil. In the event of any such resignation, iPayMobil shall appoint a successor Escrow
Agent, and the Escrow Agent shall deliver to such successor Escrow Agent any Escrow Funds held by the Escrow Agent.


 




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2.4
Disputes as to Escrow Funds. It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the Escrow Funds, the Escrow Agent is authorized and directed in the Escrow Agent’s
sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of the Escrow
Funds until such disputes shall have been settled either by mutual written agreement of the Parties concerned by a final order,
decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected,
but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings, or (2) to deliver the Escrow
Funds to a state or federal court having competent subject matter jurisdiction and located in the City of Los Angeles, California
in accordance with the applicable procedure therefor.


 


2.5
Indemnification. iPayMobil agrees to indemnify and hold harmless the Escrow Agent and its members, partners, employees,
agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the
duties or performance of the Escrow Agent hereunder or the transactions contemplated hereby or by the Debt Payment and Stock Issuance
Agreement other than any such claim, liability, cost or expense to the extent the same shall have been determined by final, un-appealable
judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow
Agent.


 


2.6
Compensation. iPayMobil shall be obligated to reimburse Escrow Agent for all costs and expenses incurred or that become
due in connection with this Agreement, including reasonable attorney’s fees. Neither the modification, cancellation, termination
or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent
to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification,
cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses prior to any
closing, the Escrow Agent shall advise iPayMobil and iPayMobil shall direct all such amounts to be paid directly at any such closing.


 


2.7
Notices. Notices and correspondence shall be sent to: 


 


	If
    to Company:
	 	 
	 	Aurios
    Inc.
	 	7608
    N. Shadow Mountain Road
	 	Paradise
    Valley, AZ 85253
	 	Attention:
    Paul Attaway


 




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	If
    to iPayMobil: 
	 	 
	 	iPayMobil,
    Inc.
	 	15941
    N. 77th Street, Suite #4 
	 	 Scottsdale,
    AZ 85260
	 	Attention:
    Andrew M. Ling


 


	With
    a copy to: 
	 	 
	 	Richardson
    & Patel LLP
	 	1100
    Glendon Avenue, Suite 850
	 	Attention:
    Alan A. Lanis, Jr., Esq.


 


2.8
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors
and permitted assigns of the Parties hereto. 


 


2.9
Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained
herein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties.


 


2.10
Waiver; Amendment. Neither this Agreement nor any provisions hereof shall be amended or waived except by an instrument
in writing, signed by the party against whom enforcement of any such amendment or waiver is sought. Any amendments to the Escrow
Agent’s duties hereunder shall be made in writing signed by all Parties to this Agreement.


 


2.11
Severability; Assignability. Should any portion of this Agreement be rendered void, invalid or unenforceable by a court
of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other portion
of this Agreement. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company without the prior written consent of the other and Escrow Agent.


 


2.12
Successors and Assigns. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties
hereto and their respective heirs, legal representatives, successors and permitted assigns.


 


2.13
Governing Law; Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State
of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction
other than the internal laws of the State of California to the rights and duties of the Parties. All disputes and controversies
arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in the
City and County of Los Angeles in the State of California, and each party hereto agrees to submit to the jurisdiction of said
courts and agrees that venue shall lie exclusively with such courts.


 


2.14
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


  


[Signature
Page to the Escrow Agreement Follows]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement as of the last date written below on this signature page.


 


	AURIOS
    INC.:	 
	 	 
	By:	/s/
    Paul Attaway	 
	 	Paul
    Attaway, President and Chief Executive Officer	 


 


IPAYMOBIL,
INC.: 




 


	By:	/s/
    Andrew M. Ling	 
		Andrew
    M. Ling, President and Chief Executive Officer	 


 


ESCROW
AGENT: 




 


RICHARDSON
& PATEL LLP 




 


	By:	/s/
    Nimish Patel	 
	 	Nimish
    Patel, Partner	 


 




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