Exhibit 2.4
ESCROW AGREEMENT
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ESCROW AGREEMENT, dated July 17, 1998, by and among AMPEX HOLDINGS
CORPORATION, a Delaware corporation ("Buyer"), AMPEX CORPORATION, a Delaware
corporation ("Parent"), each of the shareholders named as signatories hereto
("Sellers"), and IBJ XXXXXXXX BANK & TRUST COMPANY, as escrow agent (the "Escrow
Agent").
Concurrently herewith, pursuant to an Acquisition Agreement, dated June 24,
1998 (the "Acquisition Agreement"), by and among Buyer, Parent, and Sellers,
Buyer is purchasing all of the issued and outstanding shares of common stock of
MicroNet Technology, Inc., a Delaware corporation (the "Company") owned by
Sellers. Except as defined herein, all capitalized terms used herein shall have
the same meanings ascribed to them in the Acquisition Agreement. This Escrow
Agreement is being entered into pursuant to Section 2(a) of the Acquisition
Agreement for the purpose of securing to Buyer the right to be indemnified by
Sellers from and against claims against the Company (hereinafter, "Claims") in
accordance with the terms and conditions set forth in this Escrow Agreement and
Section 11 of the Acquisition Agreement. In consideration of the execution of
the Acquisition Agreement and the agreements and covenants contained herein,
Sellers, Parent and Buyer agree, and in consideration of the agreements and
covenants contained herein, the Escrow Agent agrees, as follows:
I. ESCROWED FUND
1.01 Concurrently with the execution of this Escrow Agreement, Buyer is
delivering to the Escrow Agent 720,000 shares of Parent's Class A Common Stock
(the "Class A Stock") and 3,500 shares of the 8% Noncumulative Junior Preferred
Stock, Series A (the "Preferred Stock" and, collectively with the shares of
Class A Stock, the "Shares") of the Company (the "Escrowed Fund"), the receipt
of which is hereby acknowledged by the Escrow Agent. 1.02 Subject to the
provisions of this Escrow Agreement, the Escrow Agent will from time to time
invest and reinvest all cash proceeds held in the Escrow Fund (including,
without limitation, dividends and other distributions received on or in respect
of the Shares (the "Escrowed Income") in such direct obligations of the United
States Government, or in certificates of deposit issued by the Escrow Agent or
any United States bank or trust company having a combined capital and surplus of
at least $100,000,000, as Sellers shall instruct in writing, provided, however,
that the Escrow Agent shall not be required to invest or reinvest the Escrowed
Income or pay interest if such amount to be invested or reinvested is less than
$25,000. Upon delivery of any Shares pursuant to this Escrow Agreement, the
recipient thereof shall also receive a portion of the Escrowed Income determined
by multiplying the then existing Escrowed Income by a fraction the numerator of
which equals the number of such Shares delivered and the denominator of which
equals the total of all Shares then held in the Escrowed Fund.
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1.03 Sellers and Buyer and the Escrow Agent agree that the Escrow Agent
will hold the Escrowed Fund in its possession, under the provisions of this
Escrow Agreement, until authorized hereunder to deliver the Escrowed Fund or any
specified portion thereof as follows:
(a) In the event that, and from time to time on or prior to June 30, 2000
(the "Last Claim Date"), Buyer reasonably determines that a Claim is or may be
chargeable against the Escrowed Fund, Buyer will promptly deliver to the Escrow
Agent and Sellers in writing a notice of Claim (each a "Claim Notice"), in the
form of Exhibit B hereto, identifying such Claim with reasonable specificity
based on the information then available to Buyer, and stating the amount or a
reasonably estimated amount thereof and the manner in which such amount is to be
delivered to Buyer and referencing the Section of the Acquisition Agreement
pursuant to which the Claim is being made. Promptly upon receipt by the Escrow
Agent of a Claim Notice, the Escrow Agent shall send a copy to Sellers thereof,
and unless the Escrow Agent receives notice from Sellers disputing such Claim
Notice (a "Dispute Notice") pursuant to Section 1.03(c) hereof within the thirty
day period following the giving by the Escrow Agent of such notice (which period
shall exclude the day Escrow Agent sends notice to Sellers but include the
thirtieth day) (the "Thirty Day Notice Period"), the Escrow Agent will release
and deliver to Buyer that portion of the Escrowed Fund equal to a number of
shares of Class A Stock from the Escrowed Fund determined by dividing the amount
of the Claim by the Closing Stock Price (as defined below), or if there are no
remaining shares of Class A Stock in the Escrowed Fund, a number of shares of
Preferred Stock determined by dividing the amount of the Claim by $1,000. The
term "Closing Stock
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Price" shall mean the average of the closing prices of the Class A Stock as
reported on the American Stock Exchange for the five Ampex trading day period
ending on the second Ampex trading day before the date of determination.
Provided that the Escrow Agent shall have no responsibility for determining the
Closing Stock Price and may rely exclusively upon Ampex and Sellers for such
determination.
(b) Notwithstanding anything to the contrary herein, none of the Escrowed
Fund will be released and delivered to Buyer pursuant to any Claim Notice except
to the extent that the aggregate amount of all Claims exceeds the sum of $50,000
(the "Basket Amount"), and then only to the extent of such excess.
(c) Sellers will have the right to reasonably dispute the asserted Claim by
delivering to the Escrow Agent, within the Thirty Day Notice Period, a Dispute
Notice. Each Dispute Notice shall describe with reasonable specificity based on
the information then available to Sellers, the basis of Sellers' dispute. Upon
receipt of a Dispute Notice from Sellers, the Escrow Agent shall set aside in a
separate fund (the "Disputed Fund") the Shares which it would have delivered to
Buyer had such notice from Sellers not been received. The Escrow Agent shall
distribute the Shares held in the Disputed Fund only upon delivery of, and in
accordance with, written notice signed jointly by Sellers and Buyer providing
instructions therein.
(d) Sellers and Buyer hereby agree that, unless and until otherwise agreed
to by Sellers and Buyer, upon obtaining a Final Determination (as hereinafter
defined) with respect to any dispute concerning Shares held in the Disputed
Fund, Sellers and Buyer shall promptly deliver joint written notice to the
Escrow Agent instructing the Escrow Agent to
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release such Shares in accordance with the terms of said Final Determination a
copy of the Final Determination and an Opinion of Counsel reasonably
satisfactory to Escrow Agent to the effect that such order is in effect and
meets the definition of "Final Determination" contained herein that Escrow Agent
may conclusively rely upon it. The term "Final Determination" shall mean a
settlement between Buyer and Sellers, entry of a final order, decree or judgment
by a court of competent jurisdiction in the United States of America (the time
for appeal therefrom having expired and no appeal having been perfected), or
consent to entry of any judgment concerning a Claim. If, in accordance with the
terms of the Final Determination any Shares to be released from the Disputed
Fund are not to be delivered to Buyer, Sellers and Buyer shall deliver written
notice to the Escrow Agent instructing the Escrow Agent to cause such Shares to
be held in the Escrowed Fund until released pursuant to this Section 1.03;
provided, however, that, at the time of such release of Shares from the Disputed
Fund which are not to be delivered to Buyer, if there are outstanding any
Claims, made in a timely manner hereunder, which are not secured by the Disputed
Fund, the joint written notice of Sellers and Buyer shall instruct the Escrow
Agent to retain Shares in the Escrowed Fund necessary to secure such outstanding
Claim. In the event that either party shall refuse to deliver such written
notice to the Escrow Agent within fifteen days following the receipt of a final
order, decree or judgment by a court of competent jurisdiction in the United
States of America, the Escrow Agent shall be entitled to act on the basis of
such final order, decree or judgment duly authenticated by such court.
(e) If the Shares necessary to satisfy any disputed Claim, that has been
ultimately determined pursuant to a Final Determination in the manner herein
provided, is in
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excess of the Shares held in the Disputed Fund with respect thereto, additional
Shares necessary to satisfy such Claim shall be delivered from the Escrowed Fund
to Buyer. However, in the absence of sufficient Shares in the Escrowed Fund, no
additional Shares shall be paid by Sellers to Buyer and Escrow Agent will have
no further duty with respect to such Claim.
(f) On September 30, 1998 (or such later date as the Escrow Agent may be
notified in writing of), the Escrow Agent shall release and deliver to Sellers a
number of shares of Class A Stock equal to one-half of the shares issued to
Sellers pursuant to Section 1(a) of the Acquisition Agreement (360,000 shares of
720,000 shares issued) reduced by (i) the number of shares of Class A Stock, if
any, theretofore released to Buyer in satisfaction of any Claim in accordance
with this Agreement and (ii) the number of shares of Class A Stock, if any, then
held in the Disputed Fund. On March 31, 1999, the Escrow Agent shall release and
deliver to Sellers all shares of Preferred Stock then held in the Escrowed Fund
(except for shares of Preferred Stock, if any, then held in the Disputed Fund).
Shares released and delivered to Sellers shall thereafter no longer be subject
to any claims by Buyer. Any Shares from the Disputed Fund not released and
delivered to Buyer after the Final Determination pursuant thereto shall be
released and delivered to Sellers on the Last Claim Date.
(g) On the Last Claim Date, the Escrow Agent shall deliver to Sellers the
Shares remaining in the Escrowed Fund, except for such amounts relating to
Claims with respect to which Buyer has given notice to the Escrow Agent and to
Sellers as provided in Section 1.03(a) hereof and any Shares held in the
Disputed Fund. With respect to any
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Claims that are not resolved as of the Last Claim Date, the provisions of this
Escrow Agreement shall continue in full force and effect and govern the rights
of the parties with respect to all such Claims, except that on the date of any
Final Determination regarding Claims for which amounts are held in the Disputed
Fund, to the extent that any dispute is resolved in favor of Buyer as provided
in Article II hereof, the Shares held in the Disputed Fund shall be distributed
to Buyer and to the extent that any dispute is resolved in favor of Sellers as
provided in Article II hereof, the Shares held in the Disputed Fund shall be
distributed to Sellers. If after the Final Determination of all Claims, any
amounts remain in the Escrowed Fund or in the Disputed Fund, such Shares shall
be distributed to Sellers as soon thereafter as practicable.
1.04 This Escrow Agreement shall remain in full force and effect until, and
shall terminate upon, the release of all amounts held in the Escrowed Fund
pursuant to Section 1.03 hereof.
1.05 Shares held in the Escrowed Fund may be voted by the registered
holders thereof until delivered to Buyer pursuant to this Escrow Agreement.
1.06 Buyer and Parent agree that at any time and from time to time after
the second anniversary of the Closing, Sellers may, upon not less than 10
business days' written notice to the Escrow Agent and Buyer, substitute for the
Shares then held in the Escrowed Fund, including any Shares in the Disputed
Fund, collateral of a type constituting permissible investments under Section
1.02 hereof. Any such collateral shall have an aggregate principal amount,
valued at the lower of cost or market price on the business day preceding the
date of substitution, of not less than the total of the Closing Stock Price
multiplied by the number of
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Shares being withdrawn by Sellers. All questions concerning the valuation of
substitute collateral, and the form and methods of effectuating such
substitution shall be determined in the reasonable judgment of Buyer.
II. SETTLEMENT OF DISPUTES.
Any dispute which may arise with respect to the Escrowed Fund shall be
settled either by mutual agreement of the parties concerned (evidenced by
appropriate instructions in writing to the Escrow Agent signed by the parties
concerned) or by entry of a final order, decree or judgment by a court of
competent jurisdiction in the United States of America (the time for appeal
therefrom having expired and no appeal having been perfected). Subject to the
provisions of Section 4.07 hereof, Sellers, on the one hand, and Buyer, on the
other hand, shall each bear all of the fees and expenses incurred by it in
resolving any dispute arising under this Agreement. The Escrow Agent shall be
under no duty to institute or defend any such proceedings and none of the costs
and expenses of any such proceeding shall be borne by the Escrow Agent. Prior to
the settlement of any dispute as provided in this Article II, the Escrow Agent
is authorized and directed to retain in its possession, without liability to
anyone, such portion of the Escrowed Fund, including the Disputed Fund, which is
the subject of or involved in the dispute.
III. CONCERNING THE ESCROW AGENT.
3.01 The Escrow Agent shall be entitled to reasonable compensation for its
services hereunder and shall be reimbursed for all reasonable expenses,
disbursements and advances (including reasonable attorneys' fees and expenses)
incurred or made by it in performance of its duties hereunder. Buyer and Sellers
shall each pay one-half of all such reasonable
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compensation, disbursements, expenses and advances, which, until so paid, will
constitute, along with any amounts due under Section 3.04 hereof, a first lien
against the Escrowed Fund.
3.02 The Escrow Agent may resign and be discharged from its duties
hereunder at any time by giving notice of such resignation to Sellers and Buyer
specifying a date (not less than 30 days after the giving of such notice) when
such resignation shall take effect. Promptly after such notice, Sellers and
Buyer shall appoint a successor escrow agent, such successor escrow agent to be
the Escrow Agent hereunder upon the resignation date specified in such notice.
If Sellers and Buyer are unable to agree upon a successor escrow agent within 30
days after such notice, the Escrow Agent shall be entitled to either appoint its
successor or, at the joint and several expense of Sellers, on the one hand, and
Buyer, on the other hand, petition any court of competent jurisdiction to
appoint its successor. The Escrow Agent shall continue to serve until its
successor accepts the escrow and receives the Escrowed Fund. Sellers and Buyer
may agree at any time to substitute a new escrow agent by giving 15 days' notice
thereof to the Escrow Agent then acting. The Escrow Agent and any successor
thereto appointed hereunder shall be a bank or trust company located in New
York, New York which has a combined capital and surplus of at least
$100,000,000.
3.03 The Escrow Agent undertakes to perform only such duties as are
specifically set forth herein, and specifically with respect to Section 1.02
hereof shall have no responsibility thereunder other than to invest the Escrowed
Fund held hereunder in the amounts and as specified in the instructions provided
for therein. The Escrow Agent, acting or refraining from acting in good faith,
shall not be liable for any mistake of fact or error of
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judgment by it or for any acts or omissions by it of any kind unless caused by
willful misconduct or gross negligence, and shall be entitled to rely, and shall
be fully protected in doing so, upon (i) any written notice, instrument or other
document provided for herein or signature believed by it to be genuine and to
have been signed or presented by the proper party or parties duly authorized to
do so, and (ii) the advice of counsel (which may be of the Escrow Agent's own
choosing, but shall not be counsel to any other party hereto). The Escrow Agent
shall not be liable either for any lost interest on the Escrowed Fund,
including, but not limited to, any loss which results from the failure of
Sellers to provide adequate instruction pursuant to Section 1.02 hereof or for
any loss incurred in connection with the investment of the Escrowed Fund
pursuant to instruction of Seller or, as provided in Section 1.02 hereof,
changes in investments which are necessary to make distributions of the Escrowed
Fund.
IV. MISCELLANEOUS
4.01 This Agreement will be binding upon, inure to the benefit of, and be
enforceable by the respective beneficiaries, representatives, successors and
permitted assigns of the parties hereto, but neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties, except
with respect to the Escrow Agent as provided in Article III hereof.
4.02 This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, and may be amended only by a written
instrument duly executed by Sellers, Buyer and the Escrow Agent.
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4.03 All notices, claims, requests, demands and other communications
hereunder shall be in writing and shall be given as follows:
If to Buyer or Parent:
Ampex Corporation
000 Xxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Copy to:
Battle Xxxxxx LLP
00 Xxxx 00 Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
If to Sellers:
Xxxxx, Green Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Copy to:
Troop Xxxxxxxxx Xxxxxxx & Xxxxxx, LLP
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxxxxx, Esq.
If to the Escrow Agent:
IBJ Xxxxxxxx Bank & Trust Company
Xxx Xxxxx Xxxxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust & Agencies Dept.
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or to such other address as the persons to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth below,
provided that notices of changes of address shall only be effective upon
receipt. A notice given in accordance with the preceding sentence shall be
deemed to have been duly given if delivered or mailed registered or certified
mail, postage prepaid, return receipt requested or if personally delivered on
the date of receipt or refusal indicated on the return receipt. Any notice
delivered by Sellers or Buyer to the Escrow Agent pursuant hereto shall be
executed by the President, any Vice President, the Treasurer, the Secretary, any
Assistant Treasurer or any Assistant Secretary of said party. Sellers, on the
one hand, and Buyer, on the other hand, shall be obligated to deliver to the
other party a copy of each notice delivered to the Escrow Agent hereunder
concurrently with the delivery of such notice to the Escrow Agent. The Escrow
Agent shall be required to give each of Sellers and Buyer at least forty-eight
hours written notice prior to the release of any portion of the Escrowed Fund to
any party hereunder.
4.04 Xxxx Xxxxxxxx is hereby appointed the agent (the "Sellers Agent") of
the Sellers for the purposes of receiving all notices, giving all notices,
giving all approvals and doing all other things and exercising all other rights
of the Sellers hereunder. If at any time while this Escrow Agreement is still in
effect, the Sellers Agent (including any successor thereto) should cease to act
as Sellers Agent for any reason, then the substitute agent (the "Substitute
Sellers Agent") named herein shall immediately become the Sellers' Agent without
further action by the Sellers and the Sellers shall promptly appoint a new
Substitute Sellers Agent by an instrument in writing delivered to Buyer and the
Escrow Agent. Xxxxxx
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X. Xxxxxxxx is hereby appointed the initial Substitute Sellers' Agent. Sellers
and the Escrow Agent may continue to deal with said Sellers Agent until Sellers
have received notice that he has ceased so to act and that the Substitute
Sellers Agent is then acting. Buyer and the Escrow Agent are entitled to rely
upon any agreement, certificate or other notice from the Sellers' Agent as being
binding upon the Sellers.
4.05 This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without regard to its
conflicts of law rules.
4.06 This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
4.07 Article headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.
4.08 The Escrow Agreement Terms and Conditions attached hereto as Exhibit A
are expressly made a part hereof.
[END OF TEXT]
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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed and
delivered by and on behalf of Sellers, Buyer, Parent and the Escrow Agent on the
date first above written.
AMPEX HOLDINGS CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Title: Vice President
AMPEX CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Title: Vice President
SELLERS:
/s/ Xxxxx Barzilary
Name: Xxxxx Barzilary
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
CHLOE HOLDINGS, INC., a California
corporation
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
President
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XXXXX XXXXXX MICRONET PARTNERS LLC,
a Delaware limited liability company
By: Xxxxx Xxxxxx Management SBIC, L.P.
By: Xxxxx Xxxxxx Management
SBIC, Inc., its general
partner
By:/s/Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Partner
IBJ XXXXXXXX BANK & TRUST COMPANY
as Escrow Agent
By:/s/Xxxxxxx Xxxxxxx
Title: Xxxxxxx Xxxxxxx
Assistant Vice President
Exhibit A
ESCROW AGREEMENT
TERMS AND CONDITIONS
These following Terms and Conditions are incorporated into and form a part of
the Escrow Agreement to which this Exhibit A is attached, as entered into by and
among IBJ Xxxxxxxxx Bank & Trust Company, a banking corporation organized under
the laws of the State of New York (the "Escrow Agent"), Ampex Holdings
Corporation, a Delaware corporation ("Buyer"), Ampex Corporation, a Delaware
corporation ("Parent" and, together with Buyer, "Ampex"), and each of the
selling shareholders named in the Escrow Agreement ("Sellers").
A. It is understood and agreed that the duties of the Escrow Agent are purely
ministerial in nature. It is further agreed that:
(a) the Escrow Agent shall not be responsible for the performance of Ampex
or Sellers under this Escrow Agreement or any other agreement;
(b) the Escrow Agent may conclusively rely and shall be protected in acting
or refraining from acting upon any document, instrument, certificate,
instruction or signature believed by it to be genuine and may assume and shall
be protected in assuming that any person purporting to give any notice or
instructions in accordance with this Escrow Agreement or in connection with any
transaction to which this Escrow Agreement relates has been duly authorized to
do so. The Escrow Agent shall not be obligated to make any inquiry as to the
authority, capacity, existence or identity of any person purporting to have
executed any such document or instrument or have made any such signature or
purporting to give any such notice or instructions;
(c) in the event any party to this agreement instructs the Agent to
disburse funds from the Escrow to any party other than Ampex or Sellers (i) the
Agent shall disburse such funds by mailing a check to such party at the address
set forth in the instruction; or (ii) if the Agent is instructed to transfer
funds from the Escrow to any bank for the account of any other party, the Escrow
Agent may refuse to comply unless the Escrow Agent can verify to its
satisfaction that the instruction is authentic and correct or the party issuing
the instruction has previously agreed to other appropriate security procedures
relating thereto;
(d) the Escrow Agent undertakes to perform only such duties as are
expressly set forth in the Escrow Agreement and shall not be bound in any way by
any agreement between Ampex and Sellers (whether or not the Escrow Agent has
knowledge thereof); (e)the Escrow Agent shall not assume any responsibility or
liability for the completeness, correctness or accuracy of the Escrow or for any
transactions between Ampex and Sellers.
B. Ampex and Sellers jointly and severally agree to indemnify the Escrow
Agent, its directors, officers, agents and employees and any person who
"controls" the Escrow Agent within the meaning of Section 15 of the
Securities Act of 1933, as
amended (collectively the "Indemnified Parties") against, and hold them
harmless from, any and all loss, liability, cost, damage and expense,
including, without limitation, costs of investigation and reasonable
counsel fees and expenses, which any of the Indemnified Parties may suffer
or incur by reason of any action, Claim or proceeding brought against any
of the Indemnified Parties, arising out of or relating in any way to this
Escrow Agreement or any transaction to which this Escrow Agreement relates,
other than any action, Claim or proceeding resulting from the gross
negligence or willful misconduct of such Indemnified Party. The provisions
of this paragraph shall survive the termination of this Escrow Agreement.
C. This Escrow Agreement may be altered, amended or terminated only with the
written consent of Ampex, Sellers and the Escrow Agent. Should Ampex and
Sellers attempt to change this Escrow Agreement in a manner which, in the
Escrow Agent's sole opinion, is undesirable, the Escrow Agent may resign as
Escrow Agent upon two weeks' written notice to Ampex and Sellers;
otherwise, notwithstanding any provision hereof to the contrary, it may
resign as Escrow Agent at any time upon 60 days' written notice to Ampex
and Sellers.
In the case of the Escrow Agent's resignation, its only duty shall be to
hold and dispose of the Escrow in accordance with the original provisions
of this Escrow Agreement until a successor Escrow Agent shall be appointed
by Ampex and Sellers and a written notice of the name and address of such
successor escrow agent shall be given to the Escrow Agent by Ampex and
Sellers, whereupon the Escrow Agent's only duty shall be to turn over, in
accordance with the written instructions of Ampex and Sellers, to the
successor escrow agent the Escrow. In the event that a successor escrow
agent shall not have been appointed and the Escrow Agent shall not have
turned over to the successor escrow agent the Escrow within the time
periods specified above, of the Escrow Agent's written notice of
resignation, as the case may be, the Escrow Agent may deposit the Escrow
with the Clerk of the United States District Court for the Southern
District of New York or with the clerk or registry of any other court of
competent jurisdiction, at which time the Escrow Agent's duties hereunder
shall terminate.
D. The Escrow Agent shall be entitled to an acceptance fee of $1,500 upon
execution of this Escrow Agreement. In addition, the Escrow Agent shall
receive a fee of $3,500 per year, or part thereof (payable in advance) as
well as reasonable expenses incurred in connection with the preparation or
performance of this Escrow Agreement, including, but not limited to,
reasonable counsel fees.
E. This Escrow Agreement shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that any assignment
or
transfer by any party of its rights under this Escrow Agreement or with
respect to the Escrow shall be void as against the Escrow Agent unless:
1. written notice thereof shall be given to the Escrow Agent; and
2. the Escrow Agent shall have consented, in writing, to such assignment
or transfer.
SCHEDULE A
Upon receipt of disbursement instructions from Ampex directing the Escrow Agent
to release Shares or disburse amounts from the Escrow Funds, the Escrow Agent
will confirm the instructions set forth in such notice with one of the
authorized individual(s) listed below at an authorized telephone number
appearing opposite such individual's name:
Authorized Individual(s) Authorized Telephone
of the Ampex Numbers(s)
Xxxxxx X. Xxxxxxx 212-759-6301
Xxxxx X. XxXxxxxx 212-759-6301
Xxxxx X. Xxxxxxx 212-856-7076
SCHEDULE B
Upon receipt of disbursement instructions from the Sellers directing the Escrow
Agent to release Shares or disburse amounts from the Escrow Funds, the Escrow
Agent will confirm the instructions set forth in such notice with one of the
authorized individual(s) listed below at an authorized telephone number
appearing opposite such individual's name:
Authorized Individual(s) Authorized Telephone
of the Sellers Numbers(s)
Xxxx Xxxxxxxx 310-829-0255
Xxxxx Xxxxxxxx, Esq. 000-000-0000
Exhibit B
FORM OF CLAIM NOTICE
To: IBJ Xxxxxxxx Bank & Trust Company, as Escrow Agent pursuant to Escrow
Agreement, dated July 15, 1998, by and between Ampex Holdings Corporation,
Ampex Corporation and each of the shareholders named therein.
From: Ampex Holdings Corporation
CC: [Seller's Agent]
Re: Claim Against Escrow Fund
Amount of
Claim: $ ____________
Basis for
Claim: ______________
Additional
Description of
Circumstances
giving rise
to Claim: ______________
FF2/110754_1
