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EXHIBIT 10.30
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement"), dated as of June 18, 1998 (the
"Closing Date"), is entered into by and among Inter-Tel Incorporated, an Arizona
corporation ("Buyer"), STM Wireless, Inc., a Delaware corporation and the sole
shareholder of Telecom Multimedia Systems, Inc., a California corporation
("Company"), Ramin Sadr, an individual resident in California and a former
shareholder of Company ("Sadr"), Xxxxxxx Xxxxxxxxxxx, an individual resident in
California and a former shareholder of Company ("Meshkinpour" and collectively
with Parent and Sadr, "Shareholders") and Bank One, Arizona, NA, as escrow agent
("Escrow Agent").
This is the Escrow Agreement referred to in Section 2.5(c) of the Asset
Purchase Agreement dated May 10, 1998 (the "Asset Purchase Agreement") by and
among Buyer, Company, and Shareholders. Capitalized terms used but not defined
in this agreement shall have the respective meanings given to them in the Asset
Purchase Agreement.
The parties, intending to be legally bound, hereby agree as follows:
1. Establishment of Escrow Account.
(a) In accordance with Section 2.5(c) of the Asset Purchase
Agreement, Buyer, in accordance with the Schedule of Shareholder Contributions
to Escrow Account attached hereto as Exhibit A, shall deliver herewith to the
Escrow Agent $2,245,536, by wire transfer of immediately available funds. Such
amount (plus any interest thereon and less any funds disbursed from the Escrow
Account to any Indemnified Person or Shareholder, as the case may be, in
accordance with the terms of this Agreement and the Asset Purchase Agreement) is
herein referred to as the "Escrow Amount." Each Shareholder's Contribution to
the Escrow Account as set forth on Exhibit A hereto (plus any interest thereon
and less any funds disbursed from the Escrow Account to any Indemnified Person
that are attributable to such Shareholder, as the case may be, in accordance
with the terms of this Agreement and the Asset Purchase Agreement) is herein
referred to as such Shareholder's "Escrow Amount," respectively. The Escrow
Amount shall be held by the Escrow Agent in a separate and distinct account (the
"Escrow Account"), in accordance with the terms and conditions hereinafter set
forth. The federal employer identification number for the Escrow Account shall
be _____________ and the address for the Escrow Account shall be Bank One,
Arizona, NA, Corporate Trust Services, AZ1-1128, 000 Xxxxx Xxxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxxx, Arizona, Attention: Xxxxx X. Xxxxxxxx.
(b) Escrow Agent hereby agrees to act as escrow agent and to
hold, safeguard and disburse the Escrow Amount pursuant to the terms and
conditions hereof and shall treat the Escrow Account as a trust fund in
accordance with the terms hereof as the property of Shareholders.
2. Disbursement of Escrow Amount.
(a) Disbursement in Respect of Claims for Damages.
i. Claims Notices. At any time and from time to time
hereafter, if the Escrow Agent, (A) receives a notice from Buyer on
behalf of an Indemnified Person of any claim for Damages, which notice
has been executed and simultaneously delivered to Shareholders (in
accordance with Section 12.8 of the Asset Purchase Agreement) and the
Escrow Agent by Buyer, specifies in reasonable detail the nature and
basis of the claim for
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Damages and is substantially in the form attached hereto as Exhibit B (a
"Claims Notice"), and (B) does not receive a notice of objection to such
claim for Damages from Shareholders (an "Objection Notice") within
thirty (30) days of receipt of such Claims Notice (the "Objection
Period"), then the Escrow Agent shall, within two (2) business days
following the expiration of the Objection Period (or such later period
as directed in the Claims Notice), transfer from the Escrow Account to
the appropriate Indemnified Person as directed by Buyer in such Claims
Notice, in immediately available funds, the amount or amounts specified
in such Claims Notice. If the Escrow Agent receives an Objection Notice,
then the Escrow Agent shall not transfer any money with respect to such
Claims Notice unless and until it receives a Final Judgment Notice or
Mutual Consent Notice (each as defined below) in connection therewith.
ii. Final Judgment Notices. At any time and from time to
time hereafter, if the Escrow Agent receives a notice from Buyer on
behalf of an Indemnified Person of any claim for Damages in an amount
that has been ordered as a binding arbitration award or a final judgment
by a court or regulatory authority of competent jurisdiction (a "Final
Judgment Order"), which notice has been executed and simultaneously
delivered to Shareholders and the Escrow Agent by Buyer and is
substantially in the form attached hereto as Exhibit C (the "Final
Judgment Notice"), then the Escrow Agent shall, within two (2) business
days after receipt of such Final Judgment Notice (or such later period
as directed in the Final Judgment Notice), transfer from the Escrow
Account to the appropriate Indemnified Person as directed by Buyer in
such Final Judgment Notice, in immediately available funds, the amount
or amounts specified in the Final Judgment Order and the Final Judgment
Notice.
iii. Mutual Consent Notices. At any time and from time to
time hereafter, if the Escrow Agent receives a notice from Buyer and
Shareholders, which notice has been executed and delivered by Buyer and
Shareholders and is substantially in the form attached hereto as Exhibit
D (the "Mutual Consent Notice"), of any claim for Damages by an
Indemnified Person in an amount which has been agreed upon by Buyer and
Shareholders in satisfaction of such claim for Damages, then the Escrow
Agent shall, within two (2) business days after the receipt of such
Mutual Consent Notice (or such later period as directed in the Mutual
Consent Notice), transfer from the Escrow Account to the appropriate
Indemnified Person as directed in such Mutual Consent Notice, in
immediately available funds, the amount or amounts specified in the
Mutual Consent Notice.
(b) Disbursements of Escrow Amount to Shareholders.
i. Within three (3) business days of the date that is one
year after the Closing (the "First Anniversary"), the Escrow Agent shall
transfer to Parent, in immediately available funds, Parent's Escrow
Amount, less:
(A) any amounts set forth in any Claims Notices (1)
for which the Objection Period has not yet run or (2) the subject
of which has not been resolved pursuant to a Final Judgment Order
or otherwise mutually agreed to by Buyer and Shareholders as
evidenced by a Mutual Consent Notice; and
(B) any amounts payable but not theretofore paid
pursuant to any Claims Notice, Final Judgment Order or Mutual
Consent Notice.
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ii. All amounts remaining in the Escrow Account after
distribution pursuant to clause (i) above shall continue to be held by
the Escrow Agent pursuant to the terms of this Agreement pending final
resolution of such Claims Notices. In the event there is a Final
Judgment Order or Mutual Consent Notice subsequent to the First
Anniversary with respect to a Claim Notice, the Escrow Agent shall
immediately transfer to Parent, in immediately available funds, the
positive difference, if any, between the amount resolved or set forth in
the Final Judgment Order or Mutual Consent Notice and the amount
originally set forth in such Claim Notice; provided, however, that in no
event shall such release cause the Escrow Account to be reduced below
the amount that would have been in the Escrow Account following
distribution to Parent upon the First Anniversary Date pursuant to
Section 2(b)(i) assuming that the Claim which was the subject of such
Final Judgment Order or Mutual Consent Notice did not exist.
iii. Within three (3) business days of the date that is
two (2) years after the Closing (the "Second Anniversary"), the Escrow
Agent shall transfer to Sadr and Meshkinpour, respectively, in
immediately available funds, their respective Escrow Amounts less the
sum of:
(A) any amounts set forth in any Claims Notices (1)
for which the Objection Period has not yet run or (2) the subject
of which has not been resolved pursuant to a Final Judgment Order
or otherwise mutually agreed to by Buyer and Shareholders as
evidenced by a Mutual Consent Notice; and
(B) any amounts payable but not theretofore paid
pursuant to any Claims Notice, Final Judgment Order or Mutual
Consent Notice;
iv. All amounts remaining in the Escrow Account after
distribution pursuant to clause (iii) above shall continue to be held by
the Escrow Agent pursuant to the terms of this Agreement pending final
resolution of such Claims Notices. In the event that there is a Final
Judgment Order or Mutual Consent Notice subsequent to with respect to a
Claim Notice, the Escrow Agent shall immediately transfer to Sadr and
Meshkinpour, respectively, in immediately available funds, their
respective portion of the positive difference, if any, between the
amount resolved or set forth in the Final Judgment Order or Mutual
Consent Notice and the amount originally set forth in such Claim Notice;
provided, however, that in no event shall such release cause the Escrow
Account to be reduced below the amount that would have been in the
Escrow Account as of the Second Anniversary assuming that the Claim
which was the subject of such Final Judgment Order or Mutual Consent
Notice did not exist.
v. Notwithstanding anything in this Section 2(b) to the
contrary: (i) in the event that Sadr ceases to remain in the continuous
employment of Buyer or an Acquired Company, as applicable, at any time
prior to the Second Anniversary for any reason (unless Sadr is
terminated without Cause (as defined in Sadr's Employment Agreement with
Buyer)), the Escrow Agent shall transfer to Buyer, in immediately
available funds, Sadr's Escrow Amount; (ii) in the event that
Meshkinpour ceases to remain in the continuous employment of Buyer or an
Acquired Company, as applicable, at any time prior to the Second
Anniversary for any reason (unless Meshkinpour is terminated without
Cause (as defined in Meshkinpour's Employment Agreement with Buyer)),
the Escrow Agent shall transfer to Buyer, in immediately available
funds, Meshkinpour's Escrow Amount; and (iii) in the event that both of
Sadr and Meshkinpour cease to remain in the continuous employment of
Buyer or an Acquired Company, as applicable, at any time prior to the
Second Anniversary for any reason (unless Sadr and Meshkinpour are
terminated without Cause (as defined
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in their Employment Agreements with Buyer)), the Escrow Agent shall
transfer to Buyer, in immediately available funds, the sum of Sadr's
Escrow Amount and Meshkinpour's Escrow Amount.
3. Termination. This Escrow Agreement shall automatically terminate on
the date on which all amounts in the Escrow Account have been distributed
pursuant to Section 2 hereof; however, the Escrow Agent's rights to indemnity
and to receive payments in respect of any fees and expenses incurred by such
Escrow Agent in connection with its duties hereunder shall survive any
termination of this Escrow Agreement.
4. Resolution of Conflicts; Arbitration.
(a) In case Shareholders shall so object in writing to any claim
or claims made in any Claims Notice, Shareholders and Buyer shall attempt in
good faith to agree upon the rights of the respec-tive parties with respect to
each of such claims. If Shareholders and Buyer should so agree, a Mutual Consent
Notice setting forth such agreement shall be prepared and signed by all parties
and shall be furnished to Escrow Agent. Escrow Agent shall be entitled to rely
on any such memorandum and distribute cash from the Escrow Account in accordance
with the terms thereof.
(b) If no such agreement can be reached after good faith
negotiation, either Buyer or Shareholders may demand arbitration of the matter
unless the amount of the damage or loss is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained or both parties agree to arbitration; and in either such event
the matter shall be settled by arbitration conducted by three arbitrators. Buyer
shall select one arbitrator and Shareholders shall select one arbitrator, and
the two arbitrators so selected shall select a third arbitrator, each of which
arbitrators shall be independent and have at least five (5) years relevant
experience. The arbitrators shall set a limited time period and establish
procedures designed to reduce the cost and time for discovery while allowing the
parties an opportunity, adequate in the sole judgment of the arbitrators, to
discover relevant information from the opposing parties about the subject matter
of the dispute. The arbitrators shall rule upon motions to compel or limit
discovery and shall have the authority to impose sanctions, including attorneys
fees and costs, to the extent as a court of competent law or equity, should the
arbitrators determine that discovery was sought without substantial
justification or that discovery was refused or objected to without substantial
justification. The decision of a majority of the three arbitrators as to the
validity and amount of any claim in such Claims Notice shall be binding and
conclusive upon the parties to this Agreement, and notwithstanding anything in
Section 2 hereof, Escrow Agent shall be entitled to act in accordance with such
decision and make or withhold payments out of the Escrow Account in accordance
therewith. Such decision shall be written and shall be supported by written
findings of fact and conclusions which shall set forth the award, judgment,
decree or order awarded by the arbitrators.
(c) Judgment upon any award rendered by the arbitrators may be
entered in any court having jurisdiction. Any such arbitration shall be held in
Phoenix, Arizona under the rules then in effect of the American Arbitration
Association. For purposes of this Section 4, in any arbitra-tion hereunder in
which any claim or the amount thereof stated in the Claims Notice is at issue,
Buyer shall be deemed to be the Non-Prevailing Party in the event that the
arbitrators award Buyer less than the sum of one-half (1/2) of the disputed
amount (which disputed amount shall include only that amount of a claim made in
a Claims Notice that Shareholders specifically object to in writing pursuant to
Section 2); otherwise, Shareholders shall be deemed to be the Non-Prevailing
Party. The Non-Prevailing Party to an arbitration shall pay the fees of each
arbitrator and the administrative costs of the arbitration, but each party shall
otherwise be responsible for its own
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expenses, including without limitation, reasonable attorneys' fees and costs,
incurred in connection with the arbitration.
5. Duties of Escrow Agent.
(a) Escrow Agent shall be obligated only for the performance of
such duties as are specifically set forth herein, and as set forth in any
additional written escrow instructions which Escrow Agent may receive after the
date of this Agreement which are signed by Buyer and Shareholders, and may rely
and shall be protected in relying or refraining from acting on any instru-ment
reasonably believed to be genuine and to have been signed or presented by the
proper party or parties.
(b) Escrow Agent shall not be liable, except for its own gross
negligence or willful misconduct and, except with respect to claims based upon
such gross negligence or willful misconduct that are successfully asserted
against Escrow Agent, the other parties hereto shall jointly and severally
indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from
and against any and all losses, liabilities, claims, actions, damages and
expenses, including reasonable attorneys' fees and disbursements, arising out of
and in connection with this Agreement.
(c) Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that the person purporting
to give receipt or advice or make any statement or execute any document in
connection with the provisions hereof has been duly authorized to do so. Escrow
Agent may conclusively presume that the undersigned representative of any party
hereto which is an entity other than a natural person has full power and
authority to instruct Escrow Agent on behalf of that party unless written notice
to the contrary is delivered to Escrow Agent.
(d) Escrow Agent may act pursuant to the advice of counsel with
respect to any matter relating to this Agreement and shall not be liable for any
action taken or omitted by it in good faith in accordance with such advice.
(e) Escrow Agent makes no representation as to the validity,
value, genuineness or the collectability of any security or other document or
instrument held by or delivered to it.
(f) Escrow Agent shall not be called upon to advise any party as
to the wisdom in selling or retaining or taking or refraining from any action
with respect to any securities or other property deposited hereunder.
(g) Escrow Agent (and any successor Escrow Agent) may at any time
resign by giving at least thirty (30) days prior written notice to the parties
and by delivering the Escrow Account to any successor Escrow Agent jointly
designated by the other parties hereto in writing, or to any court of competent
jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all
further obligations arising in connection with this Agreement. If at that time
Escrow Agent has not received a designation of a successor Escrow Agent, Escrow
Agent's sole responsibility after that time shall be to retain and safeguard the
Escrow Account until receipt of a designation of successor Escrow Agent or a
joint written disposition instruction by the other parties hereto or a final
non-appealable
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order of a court of competent jurisdiction. Any corporation into which the
Escrow Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Escrow Agent
shall be a party, or any corporation succeeding to the corporate trust business
of the Escrow Agent shall be the successor Escrow Agent hereunder, without the
execution or filing of any paper or any paper or any further action on the part
of any of the parties hereto.
(h) In the event of any disagreement between the other parties
hereto resulting in adverse claims or demands being made in connection with the
Escrow Account or in the event that Escrow Agent is in doubt as to what action
it should take hereunder, Escrow Agent shall be entitled to retain the Escrow
Account until Escrow Agent shall have received (i) a final non-appealable order
of a court of competent jurisdiction directing delivery of the Escrow Account or
(ii) a written agreement executed by Buyer and the Shareholders directing
delivery of the Escrow Account, in which event Escrow Agent shall disburse the
Escrow Account in accordance with such order or agreement. Any court order shall
be accompanied by a legal opinion by counsel for the presenting party
satisfactory to Escrow Agent to the effect that the order is final and
non-appealable. Escrow Agent shall act on such court order and legal opinion
without further question.
(i) Buyer shall pay Escrow Agent compensation (as payment in
full) for the services to be rendered by Escrow Agent hereunder in the amount of
$2,000.00 at the time of execution of this Agreement and $2,000.00 annually
thereafter and agree to reimburse Escrow Agent for all reasonable expenses,
disbursements and advances incurred or made by Escrow Agent in performance of
its duties hereunder (including reasonable fees, expenses and disbursements of
its counsel). Notwithstanding anything in this Agreement to the contrary, the
Escrow Agent shall be entitled to retain from any disbursements requested
hereunder any outstanding fees and/or expenses due to it hereunder. The Escrow
Agent is hereby granted a first lien on the Escrow Amount for all indebtedness
that may become owing to the Escrow Agent pursuant to this Agreement. In the
event such fees and/or expenses are not paid to Escrow Agent within thirty (30)
days after Escrow Agent makes a demand in writing therefor, the Escrow Agent may
charge such fees and/or expenses against the Escrow Amount, either against the
corpus of the Escrow Amount or interest earned thereon.
(j) No printed or other matter in any language (including,
without limitation, prospectuses, notices, reports and promotional material)
that mentions Escrow Agent's name or the rights, powers, or duties of Escrow
Agent shall be issued by the other parties hereto or on such parties' behalf
unless Escrow Agent shall first have given its specific written consent thereto.
(k) The Escrow Fund shall be invested by the Escrow Agent (x) in
securities which at the date of such investments are direct obligations of, or
obligations fully guaranteed by, the United States or any agency of the United
States or bank certificates of deposit of a United States bank which is an
affiliate of the Federal Reserve System and has a net worth of at least
$100,000,000, in each case with maturities not in excess of thirty (30) days, or
(y) in such securities as Buyer and the Shareholders shall together designate in
writing to the Escrow Agent. Any interest received with respect to such
investments of the Escrow Fund shall be added to and shall constitute part of
the Escrow Fund and shall be reported by the Shareholders for income tax
purposes. The Escrow Agent shall have the right to sell securities in order to
make payments (and in the case of bank certificates of deposit, such payments
shall be paid upon first maturity of funds) and shall not be liable for any loss
due to fluctuation in market value or penalties due to early redemption.
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6. Limited Responsibility. This Agreement expressly sets forth all the
duties of Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this agreement against Escrow
Agent. Escrow Agent shall not be bound by the provisions of any agreement among
the other parties hereto except this Agreement.
7. Ownership for Tax Purposes. Shareholders agree that, for purposes of
federal and other taxes based on income, Shareholders will be treated as the
owner of the Escrow Account, and that Shareholders will report all income, if
any, that is earned on, or derived from, the Escrow Account as its income, in
the taxable year or years in which such income is properly includible and pay
any taxes attributable thereto.
8. Notices. All notices, consents, waivers and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
telecopier (with written confirmation of receipt) provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
The Company and Shareholders:
STM Wireless, Inc.
Xxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Attention: X. X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
and with a copy to: Xxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Buyer: Inter-Tel, Incorporated
000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxx X. Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
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Escrow Agent: Bank One, Arizona, NA
Corporate Trust Services, AZ1-1128
000 Xxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Facsimile No. (000) 000-0000
9. Consequential Damages. In no event shall the Escrow Agent be liable
for special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Escrow Agent has been
advised of the likelihood of such loss or damage and regardless of the form of
action.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original and all of which,
when taken together, will be deemed to constitute one and the same.
. In the event that any provision of this Agreement or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforce-able, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will
achieve, to the extent pos-sible, the economic, business and other purposes of
such void or unenforceable provision.
12. Section Headings. The headings of sections in this Agreement are
provided for convenience only and will not affect its construction or
interpretation.
13. Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.
14. Exclusive Agreement and Modification. This Agreement supersedes all
prior agreements among the parties with respect to its subject matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive statement of the terms of the
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agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the Buyer,
Shareholders and Escrow Agent.
15. Governing Law. This Agreement shall be governed by the laws of the
State of California, without regard to conflicts of law principles.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
INTER-TEL, INCORPORATED STM WIRELESS, INC.
By: By:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
Ramin Sadr, an individual
Xxxxxxx Xxxxxxxxxxx, an individual
ESCROW AGENT
By:
-----------------------------
Title:
-----------------------------
[Signature Page to Escrow Agreement]
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EXHIBIT A
SCHEDULE OF SHAREHOLDER CONTRIBUTIONS TO ESCROW ACCOUNT
-------------------------------------------------------
Parent $1,000,000
Sadr $809,538
Meshkinpour $435,998
