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CUSIP No. 4569108
Exhibit 8
February 23, 1998
Xxxx X. Xxxxxx
00 Xxxx Xxxx Xxxxxx
XxXxx, Xxx Xxxx 00000
Dear Xxxx :
This escrow letter is given to you ("Escrow Agent") and is made in connection
with a Note and Stock Purchase Agreement between XXXXXX X. XXXXXX, XXXXXXX X.
XXXXXX, THE XXXXXX FAMILY TRUST, XXXXX X. XXXXXX AND THE XXXXX AND XXX XXXXXX
FAMILY TRUST ("Sellers"), and NORTHEAST HAMPTON HOLDINGS, LLC ("Buyer") dated
February 23, 1998, relating to the purchase of Shares and Notes of Infinite
Machines, Inc. (the "Company"), a Security and Pledge Agreement dated February
23, 1998 given by Buyer in favor of Sellers and Term Notes dated February 23,
1998 given by Buyer payable to the Sellers (collectively the "Closing
Documents").
(a) The Sellers and the Buyer hereby deliver _______ of the Pledged Shares and
25 Notes as defined in the Closing Documents to you as Escrow Agent. The Seller
Xxxxx X. Xxxxxx shall instruct the Company to deliver to you as Escrow Agent,
within sixty (60) days of closing, a certificate for 177,905 Shares to be
acquired by
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him by the exercise of a certain option and sold to the Buyer and cause to be
delivered within said time any shares held in Escrow by X.X. Xxxxxx & Co., Inc.
together with certain shares held in street name by X.X. Xxxxxx & Co., Inc. The
Pledged Shares shall then total 1,978,933. All of the Pledged Shares and Notes
are to be held by you in escrow, together with a Stock Power executed by the
Buyer in proper form to effect the transfer all of the Pledged Shares on the
books of the Company ("Stock Power") and an assignment of all of the 25 Notes
from the Buyer to the Sellers ("Assignment") also to be held by you in escrow,
and authorize you as the Escrow Agent to keep and preserve the certificates
evidencing the Pledged Shares and Notes together with the Stock Power and
Assignment in your possession subject to the terms of this letter.
(b) You, as the Escrow Agent, shall collect from the Buyer all payments due on
the Term Notes and disburse to each of the Sellers the amount due pursuant to
each of the said Term Notes. In the event the Escrow Agent does not receive said
payments in a timely manner he shall take all reasonable action to collect the
same but shall not institute any legal action except pursuant to paragraph (i)
below.
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(c) Upon the occurrence of an Event of Default under the Closing Documents, the
Sellers shall have the right to have all of the certificates, the Stock Power
and the Notes with the Assignment and any other Collateral then held by the
Escrow Agent delivered to them. The Escrow Agent shall, at the end of ten (10)
days after receipt of a written demand from the Sellers or any one of them,
together with evidence that notice of a demand has been given to the Buyer,
deliver to the Sellers the certificates for the Pledges Shares; the Stock Power;
the Notes and the Assignment then held by the Escrow Agent.
(c) Prior to an Event of Default under the Closing Documents, all cash dividends
declared on the Pledged Shares and interest on the Notes shall be paid to the
Buyer, and after such an Event of Default, to the Sellers. So long as there is
no such Event of Default, the Buyer shall have the right to vote the Pledged
Shares on deposit with the Escrow Agent and exercise any conversion rights of
the Notes, on the condition that he deposit with the Escrow Agent the shares
received by such conversion with appropriate Stock Powers.
(d) In the event that, during the term of this escrow, any share dividend,
reclassification, readjustment, or other change is declared or made in the
capital structure of the
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Corporation, all new, substituted, and additional shares, or other securities or
notes, issued by reason of any such change and which are attributable to the
Pledged Shares or Notes shall be held by the Escrow Agent under the terms of
this Agreement in the same manner as the original Shares and Notes are held by
the Escrow Agent.
(e) In the event that during the term of this Agreement, but after January 2,
1999, the fair market value of the Pledged Shares and Notes fall below 120% of
the amount due on the Note, Buyer shall deliver to the Escrow Agent additional
assets which shall be held by him subject and pursuant to the terms hereof and
the Security and Pledge Agreement.
(f) If satisfactory proof has been presented to the Escrow Agent that all
payments due to the Sellers under the Closing Documents have been paid, the
Escrow Agent shall deliver to the Buyer the Pledged Shares and Notes and all
further obligations of the Escrow Agent hereunder shall thereupon cease.
(g) The Escrow Agent may act or refrain from acting in respect of any manner
referred to herein in full reliance upon and by and with the advice of counsel
which may be selected by you and you shall be fully protected in so acting or in
refraining from acting upon the advice of such counsel.
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(h) The Escrow Agent may rely upon, and shall be protected in acting upon, any
paper or other document which may be submitted to you in connection with your
duties hereunder and which is believed by you to be genuine and to have been
signed or presented by the proper party or parties, and you shall have no
liability or responsibility with respect to the form, execution or validity
thereof.
(i) In the event of a default under the Closing Documents and the necessity of a
determination as to the value of the Notes and/or Shares to be returned to the
Sellers and/or turned over to the Buyer, the Escrow Agent shall have the right,
authority and power to bring an action in the nature of interpleader and seek
the judgment of a court of competent jurisdiction in regard thereto and all
expenses of the Escrow Agent related, directly or indirectly, to such an action
shall be paid one-half (1/2) by the Sellers and one-half (1/2) by the Buyer.
(j) The Escrow Agent shall not be required to institute or defend any action or
legal process involving any matter referred to herein which in any manner
affects your duties or liabilities hereunder, unless or until requested to do so
by one or more of the Sellers, and then only upon receiving full indemnity in an
amount, and of such
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character as you shall require, against any and all claims, liabilities,
judgments, attorney's fees and other expenses of every kind in relation thereto.
(k) The Sellers, jointly and severally, promise and agree to indemnify and hold
harmless the Escrow Agent from and against, and hereby release the Escrow Agent
from any liability arising out of, any and all claims, liabilities, judgments,
attorney's fees and other expenses of every kind and nature which may be
incurred by you by reason of its acceptance of, and its performance under, this
instrument, except in the case of the Escrow Agent's bad faith or gross
negligence as determined by a court of competent jurisdiction.
(l) All of the terms and conditions in connection with the Escrow Agent's duties
and responsibilities are contained in this Agreement, and the Escrow Agent is
not expected to be, nor required to be, familiar with the provisions of any
instrument or agreement, and shall not be charged with any responsibility or
liability in connection with the observance or nonobservance by any of the
provisions of any such agreement or instrument.
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CUSIP No. 4569108
/s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Xxxxx and Xxx Xxxxxx Family
Trust
/s/ Xxxxx X. Xxxxxx
By:
---------------------
Xxxxx X. Xxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Xxxxxx Family Trust
/s/ Xxxxxx X. Xxxxxx
By:
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Xxxxxx X. Xxxxxx, Trustee
Buyer: Northeast Hampton
Holdings, LLC
/s/ Xxxxx X. Xxxxx
By:
---------------------
Xxxxx X. Xxxxx
Accepted:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Dated:12/31/97
