LAW OFFICES OF DAVID E. PRICE ESCROW AGREEMENT
LAW
OFFICES OF XXXXX X. XXXXX
A. This
Escrow Agreement (the “Agreement”) is made and entered into this June 17th, 2008,
by and among KENRIDGE HOLDING
LLC, a Florida entity, by Xxxxxx Xxxxxx, signing on it’s behalf, and
GAMMA PHARMACEUTICALS,
INC., a US publicly traded company and Delaware entity; and the Law
Offices of Xxxxx Xxxxx, a law firm located at 00000 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, which will act as Escrow Holder.
WITNESSETH:
B. Whereas,
KENRIDGE HOLDING LLC. is to wire unto this Escrow Agent $1,000,000.00 (One
Million) USD for purchase of shares in Gamma Pharmaceuticals, Inc.
C. Whereas
Escrow shall hold said funds in fiduciary trust until such time as Gamma
Pharmaceuticals, Inc. shall furnish escrow with 1,333,333 (One Million Three
Hundred Thirty Three Thousand Three Hundred Thirty Three) common restricted
unencumbered shares. Additionally Warrants shall be issued in the following
categories & Strike Price; A, .75 each for 1,333,333; B $1.00 each for
1,333,333; and C, $1.25 for 1,333,333. All said Warrants shall have a five year
exercise right.
D. Escrow
Agent hereby agrees to furnish the 144 Legal Opinion Letter to remove the
restrictive legend upon said shares as soon as the six month waiting period has
ended.
E. Upon
receipt of said shares in their entirety, Escrow shall release the $1,000,000 to
Gamma.
F. Whereas,
Kenridge Holding LLC & Gamma Pharmaceuticals, Inc. have entered into a
certain SUBSCRIPTION PURCHASE AGREEMENT dated June 17, 2008; (the “Agreement”),
and incorporated herein by reference.
G. Whereas,
it is necessary to establish an escrow account for the Deposit of said shares
and further Fiduciary activities on behalf of the companies.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, the receipt and sufficiency of which are
hereby acknowledged, THE PARTIES HERETO AGREE AS FOLLOWS:
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1. Pecuniary
Consideration: KENRIDGE HOLDING LLC shall
make a one time cash infusion of $1,000,000,000 (One Million USD) to
Escrow Agent who shall hold said funds for Gamma. Only upon receipt of all
shares shall Escrow send the funds to
Gamma.
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2. The
Warrants mentioned supra shall have the specified strike price: A, .75 each for
1,333,333; B $1.00 each for 1,333,333; and C, $1.25 for 1,333,333. All said
Warrants shall have a five year exercise right.
3. The
Escrow Holder shall have no duties or obligations other than those specifically
set forth herein. The acceptance by the Escrow Holder of his duties
under this Escrow Agreement is subject to the terms and conditions hereof, which
shall govern and control with respect to his rights,
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duties,
liabilities and immunities.
4. The
parties understand and agree that the Escrow Holder is not a principal,
participant or beneficiary of the underlying transactions that necessitate this
Escrow Agreement. The Escrow Holder shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and
shall be protected in acting or refraining from acting on any instrument
believed by him to be genuine and to have been signed or presented by the proper
party or parties, their officers, representatives or agents. So long
as the Escrow Holder has acted in good faith and has not been guilty of willful
misconduct or gross negligence, the Escrow Holder shall have no liability under,
or duty to inquire beyond the terms and provisions of, this Escrow Agreement,
and it is agreed that his duties are purely administrative in
nature. The Escrow Holder shall, in no event, be liable for any
exemplary or consequential damages.
5. The
Escrow holder shall not be obligated to take any legal actions hereunder that
might, in the Escrow Holder’s judgment, involve any expense or liability, unless
the Escrow Holder shall have been furnished with reasonable
indemnity.
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Escrow Holder is not bound in any way by any other contract or agreement between
or among the parties hereto, whether or not the Escrow Holder has knowledge of
its terms or conditions, and the Escrow Holder’s only duty, liability and
responsibility shall be to hold and deal with the documents delivered to him as
herein directed.
7. The
Escrow Holder shall not be bound by any modification, amendment, termination,
cancellation, rescission or supersession of this Escrow Agreement unless the
same shall be in writing and signed by all of the other parties
hereto.
8. The
parties hereto agree, jointly and severally, to indemnify the Escrow Holder
against, and hold the Escrow Holder harmless from, anything that the Escrow
Holder may do or refrain from doing in connection with their performance or
non-performance as Escrow Holder under this Agreement and any and all losses,
costs, damages, expenses, claims and attorneys’ fees suffered or incurred by the
Escrow Holder as a result of, in connection with or arising from or out of the
acts or omissions of the Escrow Holder in the performance of or pursuant to this
Agreement, except such acts or omissions as may result from the Escrow Holder’s
willful misconduct or gross negligence.
9. In
the event of any disagreement between or among the KENRIDGE HOLDING LLC and GAMMA PHARMACEUTICAL
concerning this Escrow Agreement or between or among them or any of them
and any other person, resulting in adverse claims or demands being made in
connection with the funds, or in the event that the Escrow Holder is in doubt as
to what action the Escrow Holder should take hereunder, the Escrow Holder may,
at his option, refuse to comply with any claims or demands on him, or refuse to
take any other action hereunder, so long as such disagreement continues or such
doubt exists, and in any such event, the Escrow Holder shall not be or become
liable in any way or to any person for his failure or refusal to act, and the
Escrow Holder shall be entitled to continue so to refrain from acting until the
signing of a unified document by both original signors to this contract,
specifically requesting the Escrow Agent to undertake an act
certain.
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10. Should
the Escrow Holder become involved in litigation in any manner whatsoever on
account of this Agreement, the funds, the stock certificates and/or otherwise,
the parties hereto (other than Escrow Holder) hereby bind and obligate
themselves, their heirs and their personal representatives, successors and
assigns to pay the Escrow Holder, in addition to any charge made hereunder for
acting as Escrow Holder, reasonable attorneys’ fees incurred by the Escrow
Holder and any other disbursements, expenses, losses, costs or damages in
connection with or resulting from such actions.
11. If
at any time a dispute shall exist as to the terms of this Agreement, the duties
of the Escrow Agent hereunder or the rights of any person in or to any or all of
the funds deposited in the Escrow Account, the Escrow Agent may deposit all
escrowed funds and documents, together with all documents delivered to them
pursuant to this Agreement, with the Clerk of a District Court in the State of
Maryland, and may interplead the parties hereto. Upon so depositing
such escrowed funds and documents and filing their complaint in interpleader,
the Escrow Agent shall be completely discharged and released from all further
liability or responsibility under the terms of this Agreement. The parties
hereto, for themselves and their successors and assigns, do hereby submit
themselves to the jurisdiction of said Court and do hereby appoint the Clerk of
said Court as their agent for service of all process in connection with the
proceedings mentioned in this paragraph.
12. The
terms of these instructions are irrevocable by the undersigned unless such
revocation is consented to in writing by all three parties to this
contract.
13. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to or sent by either e-mail,
registered or certified mail, postage prepaid, addressed as
follows:
If to Kenridge
Holding:
0000 XX
00xx
Xxxxxx
Xxxx
Xxxxx, Xxxxxxx 00000
If to Gamma
Pharmaceuticals:
00000 X.
Xxxx Xxxx Xxxx.
Xxxxx
000
Xxx
Xxxxx, XX 00000-0000
If to the Escrow
Holder:
Xxxxx X.
Xxxxx, Esq.
00000
Xxxxxxxx Xx
Xxxxxxxxx,
Xx 00000
(000)
000-0000
Xxxxx@XxxXxxxXxxxxxxxxx.xxx
or such other address as shall be
furnished in writing by any party in the manner for giving notices hereunder,
and any such notice or communication shall be deemed to have been given as of
the date so delivered, mailed or sent by facsimile.
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14. This
Escrow Agreement shall be construed according to the laws of the State of
Maryland. The parties submit themselves to the exclusive jurisdiction
of the Courts of the State of Maryland in the event of any dispute.
15. This
Escrow Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same. Facsimile copies may act as
originals.
16. A
copy of the Selling Agreement signed by the parties has been attached to and
made a part of this Escrow Agreement.
This
Escrow Agreement is executed as of June 17th,
2008
/s/Xxxxxx
Xxxxxx
Xxxxxx Xxxxxx on behalf of
Kenridge
Holding LLC
/s/Xxxxxx
Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx, on behalf of
Gamma
Pharmaceuticals, Inc.
/s/Xxxxx
X. Xxxxx, Esq.
Xxxxx X. Xxxxx, Esq. Escrow
Agent.
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