EXHIBIT 10.14
SECURITIES ESCROW AGREEMENT
This Agreement is made and entered into this 12th_day of December, 2005
between Muslim Media Network, Inc., a Michigan corporation, hereinafter referred
to as "The Issuer", and LaSalle Bank N.A., hereinafter referred to as the
"Escrow Agent" and A.S. Nakadar, M.D., security holder of the above Issuer,
hereinafter referred to as "Security Holder."
WHEREAS, a Registration Statement, pursuant to Act 265 of the Public Acts
of 1964, as amended, has been filed with the Office of Financial and Insurance
Services (OFIS), Michigan Department of Labor & Economic Growth seeking
effective registration under the law of the offering and sale of the following
securities of the Issuer:
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price per Aggregate Offering
Registered Registered Share Price
------------------- ---------------- ------------------ ------------------
Common Stock 1,000,000 shares $10.00 $10,000,000
and
WHEREAS, one of the requirements of the Department for registration of the
above securities is that certain securities be deposited in escrow.
NOW, THEREFORE, in compliance with the above-mentioned requirement and in
consideration of the mutual promises, agreements, and undertakings herein
outlined, the following conditions (the "Conditions") by and between the parties
are agreed to as follows:
(1) Security Holder shall deposit with the Escrow Agent the following
securities of which he is the sole owner beneficially and of record: Certificate
numbered 2_representing 46,000 shares of common stock of the Issuer.
(2) The securities while in escrow:
a. Will not share in assets in dissolution or liquidation until and
unless the remaining Security Holders have been paid a
liquidating dividend equal to the public offering price.
b. Will not be assigned, sold, transferred, or disposed of except by
will or pursuant to the laws of descent and distribution either
in whole or in part and in the case of every such transfer, the
transferee shall execute an escrow agreement identical to this
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agreement and shall redeposit the securities in escrow under the
same terms.
c. Shall not share in any cash dividend or distribution unless the
same is paid out of earned surplus and in furtherance hereof, the
Security Holder agrees to donate into the treasury of the issuer
any such dividend or distribution not paid out of earned surplus;
this condition shall no longer apply if and when all other
security holders have received a liquidating dividend equal per
share to the offering price of the securities registered as noted
above.
d. May participate in stock dividend but in that even the Security
Holder agrees forthwith to deposit any share so received in
escrow upon the same terms as herein set forth.
e. May be cancelled, transferred or released from escrow by OFIS in
whole or in part. None of the said securities shall be canceled
without the consent of the Security Holder.
(3) The Escrow Agent shall release to the Security Holder these securities
uncanceled upon any of the following events:
a. The Issuer has earned an average annual net income per share of
6% of the public offering price (based on the average number of
shares outstanding during the period as determined by an audit
made by an independent certified public accountant) on the class
of securities held in escrow for a two year period beginning
after the completion of the public offering.
b. The market price of the class of securities held in escrow, as
determined from the quotations issued on such class of securities
in the NASDAQ System, remains above the greater of the public
offering price or $5.00 per share over any period of six
consecutive months after the completion of the public offering.
c. The passage of five years from the date on which the public
offering is completed.
d. Receipt of the order of the OFIS ordering that the securities be
released from escrow. Such order may be issued by the OFIS upon a
showing by the Issuer or Security Holder that equity demands such
release.
The fulfillment of any of the above described conditions shall be determined by
the Issuer and such determination approved by OFIS. Such determination and
approval shall then be provided to the Escrow Agent.
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(4) The Issuer shall furnish or cause to be furnished to the OFIS copies of
all executed securities escrow agreements.
(5) The Escrow Agent shall keep a record, simultaneously with the receipt
of each such deposit of securities, of the names and addresses of each Security
Holder and the amount of their respective interest.
(6) Upon making delivery to the Security Holder of the securities held in
escrow pursuant to paragraph (3) above of this Agreement, the Escrow Agent shall
be released from any further liability, it being expressly understood that
liability is limited by the terms and provisions set forth herein and that by
acceptance of the Agreement, Escrow Agent is acting in the capacity of a
depository, and is not as such responsible or liable for the sufficiency,
correctness, genuineness or validity of the instruments presented to it.
(7) The following legend will appear on the reverse side of the escrowed
certificates:
a. THERE SECURITIES MAY BE TRANSFERRED ONLY UPON THE AUTHORIZATION
OF AND ACCORDING TO THE INSTRUCTIONS OF THE COMMISSIONER, OFFICE
OF FINANCIAL AND INSURANCE SERVICES, DEPARTMENT OF LABOR &
ECONOMIC GROWTH.
The issuer shall be responsible for placing the legend on the certificates.
(8) Notice to the Security Holder, his heirs, or assigns as to any action
by OFIS with reference to the securities held in escrow by the Escrow Agent
shall be full and valid notice if sent by certified mail, prepaid, addressed to
the Security Holder at the last address furnished in writing to OFIS by the
issuer with reference to the shares held in escrow.
(9) Escrow Agent is authorized to act in reliance upon the sufficiency,
correctness, genuineness or validity of any instrument or document or other
wiring submitted to it hereunder and shall have no liability with respect to
said matters. Escrow Agent shall not be responsible for the marketability of any
title. Escrow Agent shall not be liable for any error in judgment or for any act
done or omitted by it in good faith. In the event of any dispute or question
arising hereunder, Escrow Agent shall not be liable if it acts or takes no
action in accordance with the opinion of its legal counsel.
(10) Escrow Agent's fees, in accordance with the fee schedule set forth on
Schedule A hereto, shall be paid in advance by the Issuer and Issuer shall
reimburse Escrow Agent for any costs or expenses that it incurs hereunder. The
Security Holder agrees to indemnify and hold harmless the Escrow Agent from any
costs, damages, expenses or claims, including attorney's fees, which Escrow
Agent may incur or sustain
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as a result of or arising out of this Escrow Agreement or Escrow Agent's duties
relating thereto and will pay them on demand; and the Escrow Agent is hereby
given a lien upon, and security interest in, the Property deposited in the
Escrow, to secure Escrow Agent's rights to payment or reimbursement. The
indemnification provided by Security Holder hereunder shall survive any
termination of this Agreement or any resignation by or removal of Escrow Agent.
(11) In the event of any disagreement or the presentation of adverse claims
or demands in connection with the securities, Escrow Agent shall, at its option,
be entitled to refuse to comply with any such claims or demands during the
continuance of such disagreement and may refrain from delivering any item
affected thereby, and in so doing, Agent shall not become liable to any party
hereto, or to any other person, due to its failure to comply with any such
adverse claim or demand. Agent shall be entitled to continue, without liability,
to refrain and refuse to act:
a. Until all the rights of the adverse claimants have been finally
adjudicated by a court having jurisdiction of the parties and the
items affected thereby, after which time the Agent shall be
entitled to act in conformity with such adjudication; or
b. Until all differences shall have been adjusted by agreement and
Agent shall have been notified thereof and shall have been
directed in writing signed jointly or in counterpart by any party
hereto and by all persons making adverse claims or demands, at
which time Escrow Agent shall be protected in acting in
compliance therewith.
(12) a. The Escrow Agent may resign as such following the giving of
thirty days' prior written notice to the Issuer. Similarly, the
Escrow Agent may be removed and replaced following the giving of
thirty days' prior written notice to the Escrow Agent by the
Issuer. In either event, the duties of the Escrow Agent shall
terminate thirty days after the date of such notice (or as of
such earlier date as may be mutually agreeable), and the Escrow
Agent shall then deliver the securities held in escrow hereunder
to a successor Escrow Agent as shall be appointed by the Issuer
as evidenced by a written notice filed with the Escrow Agent.
b. If the Issuer shall have failed to appoint a successor prior to
the expiration of thirty days following the date of the notice of
resignation or removal, Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor Escrow
Agent, or other appropriate relief, and any such resulting
appointment shall be binding upon the parties hereto.
c. Upon acknowledgement by any successor Escrow Agent of the receipt
of the securities held in escrow, Escrow Agent shall be
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fully released and relieved of all duties, responsibilities, and
obligations under this Escrow Agreement.
(13) The parties agree that the Escrow Agent may seek adjudication of any
adverse claims or demands in either the Circuit Court for the County of Oakland,
Michigan, or the United States Federal District Court for the Eastern District
of Michigan, agree to the jurisdiction of either of said Courts over their
persons as well as the securities, waive personal service of process, and agree
that service of process by certified or registered mail, return receipt
requested, to the address set forth below each party's signature to this
Agreement shall constitute adequate service.
(14) The entire agreement of the parties is contained herein any change in
terms or conditions herein may only be made in writing signed by all parties
hereto. Escrow Agent shall not be charged with knowledge of any fact, including
but not limited to performance or nonperformance of any condition, unless it has
actually received written notice thereof from one of the parties hereto or their
authorized representative clearly referring to this Escrow Agreement. Escrow
Agent shall send all notice to the parties by certified or registered mail,
return receipt requested, addressed to the address shown below each such party's
signature to this Agreement. Escrow Agent shall have right to resign on 30 days
notice.
(15) This Escrow Agreement shall be deemed to have been made under and
shall be governed by the laws of the State of Michigan in all respect, including
matters of construction, validity and performance.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the
day and year first above written.
"Issuer":
WITNESSES: MUSLIM MEDIA NETWORK, INC.
By: /s/ A. S. Nakadar
------------------------------------- ------------------------------------
Its: President
------------------------------------- 00000 X. Xxxxx Xxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
"Escrow Agent":
LaSALLE BANK N.A.
By: /s/ Xxxxx Xxxxx
------------------------------------- ------------------------------------
Its: Vice President
------------------------------------- Global Securities &
Trust Services -
Corporate Trust
0000 Xxxx Xxx Xxxxxx Xxxx,
Xxxxx 000
Xxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
"Security Holder":
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By: /s/ A. S. Nakadar
------------------------------------- ------------------------------------
A.S. Nakadar, M.D.
-------------------------------------
00000 X. Xxxxx Xxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
SCHEDULE A
FEE SCHEDULE
ACCEPTANCE FEE $100 PER HOUR NOT TO EXCEED $200
For time devoted to review of documents, consultation with principals and
attorneys, attending closing, (if required) and establishment of the trust
account.
ANNUAL FEE (Per year or any portion thereof) $1,000.00
For maintenance of account and routine administrative activities - to be paid
annually in advance.
ACTIVITY FEES
A. Cash Deposits $10.00 per deposit
B. Cash Disbursements:
By check $10.00 per check
By wire transfer $25.00 per wire
C. Investment transactions $75.00 each
Whether Bank buys or sells securities direct or
Bank buys or sells securities at the direction
of an outside investment manager.
(no charge for money market fund transactions)
NOTE: No additional charge for inter-bank transfers
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EXTRAORDINARY SERVICE FEE: $100 PER HOUR
FOR EXAMPLE:
Attendance at Meetings Outside of Bank
Default administration
Amendments to the Escrow Agreement
Participation in legal, bankruptcy or arbitration proceedings
REIMBURSEMENT OF OUT-OF-POCKET EXPENSE
INCLUDING, BUT NOT LIMITED TO, POSTAGE, OVERNIGHT COURIER COSTS, TRAVEL AND
LODGING, FEES AND DISBURSEMENTS OF LEGAL COUNSEL AND AGENTS.
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