Exhibit 10.30
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
August 28, 2000, by and The May Xxxxx Group, a Maryland corporation (the
"Placement Agents"), TCPI, Inc., a Florida Corporation (the "Company"), and
First Union National Bank, a national banking association, as Escrow Agent
hereunder (the "Escrow Agent").
BACKGROUND
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WHEREAS, the Company and the Placement Agents have entered
into a Placement Agency Agreement (the "Placement Agency Agreement"), dated as
of August 18, 2000, pursuant to which the Company proposes to offer for sale to
investors ("Investors") through the Placement Agent on a "best efforts", basis
One Million Five Hundred Thousand Dollars ($1,500,000) of Debentures for a total
purchase price of One Million Five Hundred Thousand Dollars ($1,500,000). (the
"Proceeds") The Securities will be sold to Buyer(s) pursuant to a Securities
Purchase Agreement (the "Securities Purchase Agreement") between the Company and
each Buyer listed on Schedule I thereto. The Securities Purchase Agreement
provides that the Buyer(s) shall deposit the purchase price of the Securities
purchased pursuant to the Securities Purchase Agreement in a segregated escrow
account to be held by Escrow Agent in order to effectuate a disbursement of the
$1,500,000 to the Company at a closing to be held as set forth in the Securities
Purchase Agreement. (the "Closing")
WHEREAS, the Placement Agents intend to sell the Securities as
the Company's agent on a "best efforts, basis (the "Offering").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse
the funds deposited with it in accordance with the terms of this agreement.
WHEREAS, in order to establish the escrow of funds and to
effect the provisions of the Securities Purchase Agreement, the parties hereto
have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:
1. Definitions. The following terms shall have the following meanings when used
herein:
a. "Escrow Funds" shall mean the funds deposited with the Escrow Agent
pursuant to this Agreement, which funds shall include, without limitation, the
sum of $1,500,000.
b. "Joint Written Direction" shall mean a written direction executed by
the Placement Agents and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.
c. "Escrow Period" shall begin with the commencement of the Offering
and shall terminate upon the earlier to occur of the following dates:
(i) The date upon which the Escrow Agent confirms that it has received
in the Escrow Account all of the Proceeds;
(ii) The expiration of ten (10) days from the date of commencement of
the Offering (unless extended by mutual written agreement between the Company
and the Placement Agent with a copy of such extension to the Escrow Agent); or
(iii) The date upon which a determination is made by the Company and
the Placement Agents to terminate the Offering prior to the sale of all the
Securities.
During the Escrow Period, the Company and the Placement Agents are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow Account shall become the property of the Company or the Placement
Agents or any other entity, or be subject to the debts of the Company or the
Placement Agents or any other entity.
2. Appointment of and Acceptance by Escrow Agent. The Placement Agents and the
Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow
Agent hereby accepts such appointment and, upon receipt by wire transfer of the
Escrow Funds in accordance with Section 3 below, agrees to hold, invest and
disburse the Escrow Funds in accordance with this Agreement.
3. Creation of Escrow Funds. On or prior to the date of the commencement of the
Offering, the parties shall establish an escrow account with the Escrow Agent,
which escrow account shall be entitled as follows: TCPI, Inc./May Xxxxx Group,
Inc. Escrow Account for the deposit of the Escrow Funds. The Placement Agents
will instruct subscribers to wire funds to the account of the Escrow Agent as
follows:
Bank: First Union National Bank of New Jersey
Routing # [intentionally ommitted]
Account # [intentionally ommitted]
Name on Account: Xxxxxx Xxxxxxxx, LLP/First Union Escrow Account
Name on Sub-Account: TCPI, Inc./May Xxxxx Group, Inc.
Escrow account
Reference Sub-Account # [intentionally ommitted]
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Attn: Xxxxxx Xxxxxxx (000) 000-0000
Xxxxxxx Xxxxxxxxx (000) 000-0000
Only wire transfers shall be accepted.
4. Deposits into the Escrow Account. The Placement Agents agree that
they shall promptly deliver all monies received from subscribers for the payment
of the Securities to the Escrow Agent for deposit in the Escrow Account.
5. Disbursements from the Escrow Account.
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(a) At such time as Escrow Agent has collected and deposited
instruments of payment in the total amount of the Proceeds, Escrow Agent shall
notify the Company and the Placement Agents. The Escrow Agent will continue to
hold such funds until Placement Agents and Company execute a Joint Written
Direction directing the Escrow Agent to disburse the Proceeds pursuant to a
closing statement signed by the Company (the "Closing Statement"). In disbursing
such funds, Escrow Agent is authorized to rely upon such Closing Statement from
Company and may accept any signatory from the Company listed on the signature
page to this Agreement and any signature from the Placement Agents that Escrow
Agent already has on file.
In the event the Escrow Agent does not receive the minimum deposits
from the investors totaling $1,500,000 prior to the expiration of the Escrow
Period (the "Minimum Deposits"), the Escrow Agent shall notify the Company and
the Placement Agents. Upon receipt of the Joint Written Direction from the
Company and Placement Agent, the Escrow Agent shall disburse the collected
funds, held in escrow, as directed pursuant to the Joint Written Direction. .
For purposes of this Agreement, the term "collected funds" shall mean
all funds received by the Escrow Agent which have cleared normal banking
channels and are in the form of cash.
6. Collection Procedure. The Escrow Agent is hereby authorized to
forward each wire for collection and, upon collection of the proceeds of each
wire deposit the collected proceeds in the Escrow Account.
Any wires returned unpaid to the Escrow Agent shall be returned to the
Placement Agents. In such cases, the Escrow Agent will promptly notify the
Company of such return.
If the Company rejects any subscription for which the Escrow Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check or
wire to the rejected subscriber. If the Company rejects any subscription for
which the Escrow Agent has not yet collected funds but has submitted the
subscriber's wire for collection, the Escrow Agent shall promptly issue a check
or wire the amount of the subscriber's wire to the rejected subscriber after the
Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a
rejected subscriber's wire for collection, the Escrow Agent shall promptly remit
the subscriber's wire directly to the subscriber. The Company shall provide
payment instructions to the Escrow Agent.
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7. Suspension of Performance: Disbursement Into Court. If at any time,
there shall exist any dispute between the Company and the Placement Agents with
respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within 30 days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:
a. suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this
Escrow Agreement until such dispute or uncertainty shall be
resolved to the sole satisfaction of Escrow Agent or until a
successor Escrow Agent shall be appointed (as the case may
be); provided however, Escrow Agent shall continue to invest
the Escrow Funds in accordance with Section 8 hereof; and/or
b. petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any
venue convenient to Escrow Agent, for instructions with
respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and
disposition in accordance with the instructions of such court,
all funds held by it in the Escrow Funds, after deduction and
payment to Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with
performance of its duties and the exercise of its rights
hereunder.
c. Escrow Agent shall have no liability to the Company, the
Placement Agent, or any person with respect to any such
suspension of performance or disbursement into court,
specifically including any liability or claimed liability that
may arise, or be alleged to have arisen, our of or as a result
of any delay in the disbursement of funds held in the Escrow
Funds or any delay in with respect to any other action
required or requested of Escrow Agent.
8. Investment of Escrow Funds. The Escrow Agent shall deposit the
Escrow Funds in a non-interest bearing money market account.
If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall invest the Escrow
Fund, or such portion thereof, as to which no Joint Written Direction has been
received, in investments described above. The foregoing investments shall be
made by the Escrow Agent. Notwithstanding anything to the contrary contained,
Escrow Agent may, without notice
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to the parties, sell or liquidate any of the foregoing investments at any time
if the proceeds thereof are required for any release of funds permitted or
required hereunder, and Escrow Agent shall not be liable or responsible for any
loss, cost or penalty resulting from any such sale or liquidation. With respect
to any funds received by Escrow Agent for deposit into the Escrow Funds or any
Joint Written Direction received by Escrow Agent with respect to investment of
any funds in the Escrow Funds after ten o'clock, a.m., New Jersey time, Escrow
Agent shall not be required to invest such funds or to effect such investment
instruction until the next day upon which banks in New Jersey are open for
business.
9. Resignation and Removal of Escrow Agent. Escrow Agent may resign from the
performance of its duties hereunder at any time by giving ten (10) days' prior
written notice to the parties or may be removed, with or without cause, by the
parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Placement Agents and the Company identified
in Sections 13a. (iv) and 13b. (iv), below, jointly shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
$10,000,000.00. Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.
10. Liability of Escrow Agent.
--------------------------
a. Escrow Agent shall have no liability or obligation with respect to the
Escrow Funds except for Escrow Agent's willful misconduct or gross negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment,
disbursement and accounting of the Escrow Funds in accordance with the terms of
this Agreement. Escrow Agent shall have no implied duties or obligations and
shall not be charged with knowledge or notice o any fact or circumstance not
specifically set forth herein. Escrow Agent may rely upon any instrument, not
only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained therein, which Escrow Agent
shall in good faith believe to be genuine, to have been signed or
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presented by the person or parties purporting to sign the same and conform to
the provisions of this Agreement. In no event shall Escrow Agent be liable for
incidental, indirect, special, and consequential or punitive damages. Escrow
Agent shall not be obligated to take any legal action or commence any proceeding
in connection with the Escrow Funds, any account in which Escrow Funds are
deposited, this Agreement or the Securities Purchase Agreement, or to appear in,
prosecute or defend any such legal action or proceeding. Escrow Agent may
consult legal counsel selected by it in any event of any dispute or question as
to construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Placement Agent jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
b. The Escrow Agent is hereby authorized, in its sole discretion, to
comply with orders issued or process entered by any court with respect to the
Escrow Funds, without determination by the Escrow Agent of such court's
jurisdiction in the matter. If any portion of the Escrow Funds is at any time
attached, garnished or levied upon under any court order, or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or ay part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by its binding upon without the
need for appeal or other action; and if the Escrow Agent complies with any such
order, writ, judgment or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
11. Indemnification of Escrow Agent. From and at all times after the date
of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any
and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or
asserted against any of the Indemnified Parties from and after the date hereof,
whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including
any inquiry or investigation) by any person, including without limitation the
parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such Indemnified Party is a party to any such action or proceeding,
suit or the target
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of any such inquiry or investigation; provided, however, that no Indemnified
Party shall have the right to be indemnified hereunder for liability finally
determined by a court of competent jurisdiction, subject to no further appeal,
to have resulted solely from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company and the Placement Agent hereunder in writing, and the Placement Agents
and the Company shall assume the defense thereof, including the employment of
counsel and the payment of all expenses. Such Indemnified Party shall, in its
sole discretion, have the right to employ separate counsel (who may be selected
by such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Placement Agents and/or the Company shall be required to pay such fees and
expense if (a) the Placement Agents or the Company agree to pay such fees and
expenses, or (b) the Placement Agents and/or the Company shall fail to assume
the defense of such action or proceeding or shall fail, in the sole discretion
of such Indemnified Party, to employ counsel satisfactory to the Indemnified
Party in any such action or proceeding, (c) the Placement Agents and the Company
is the plaintiff in any such action or proceeding or (d) the named or potential
parties to any such action or proceeding (including any potentially impleaded
parties) include both Indemnified Party the Company and/or the Placement Agents
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Placement Agents. The Placement Agents and
the Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Placement Agents pursuant to the
foregoing sentence shall be paid from time to time as incurred, both in advance
of and after the final disposition of such action or claim. The obligations of
the parties under this section shall survive any termination of this Agreement,
and resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.
The parties agree that neither payment by the Company or the Placement
Agents of any claim by Escrow Agent for indemnification hereunder shall impair,
limit, modify, or affect, as between the Placement Agents and the Company, the
respective rights and obligations of Placement Agents, on the one hand, and the
Company, on the other hand, under the Placement Agency Agreements.
13. Warranties.
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a. Placement Agents makes the following representations and warranties
to Escrow Agent:
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(i) Placement Agents have full power and authority to execute
and deliver this Escrow Agreement and to perform its
obligations hereunder.
(ii) This Escrow Agreement has been duly approved by all
necessary corporate action of Placement Agents, including any
necessary shareholder approval, has been executed by duly
authorized officers of the Placement Agents, enforceable in
accordance with its terms.
(iii) The execution, delivery, and performance of the
Placement Agents of this Agreement will not violate, conflict
with, or cause a default under the certificate of
incorporation or bylaws of Placement Agents, any applicable
law or regulation, any court order or administrative ruling or
degree to which the Placement Agents is a party or any of its
property is subject, or any agreement, contract, indenture, or
other binding arrangement.
(iv) Xxxxxxx Xxxxxx has been duly appointed to act as the
representative of The May Xxxxx Group, Inc., hereunder and has
full power and authority to execute, deliver, and perform this
Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify, or waive any provision of this
Agreement, and to take any and all other actions as the
Placement Agent's representative under this Agreement, all
without further consent or direction form, or notice to, the
Placement Agent or any other party.
(v) No party other than the parties hereto and the Investors
have, or shall have, any lien, claim or security interest in
the Escrow Funds or any part thereof. No financing statement
under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any
part thereof.
(vi) All of the representations and warranties of the
Placement Agents contained herein are true and complete as of
the date hereof and will be true and complete at the time of
any disbursement from the Escrow Funds.
b. The Company makes the following representations and warranties to
Escrow Agent:
(i) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
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Florida, and has full power and authority to execute and
deliver this Escrow Agreement and to perform its obligations
hereunder.
(ii) This Escrow Agreement has been duly approved by all
necessary corporate action of the Company, including any
necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance
with its terms.
(iii) The execution, delivery, and performance by the Company
of this Escrow Agreement is in accordance with the Securities
Purchase Agreement and will not violate, conflict with, or
cause a default under the certificate of incorporation or
bylaws of the Company, any applicable law or regulation, any
court order or administrative ruling or decree to which the
Company is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement,
including without limitation to the Securities Purchase
Agreement, to which the Company is a party or any of its land
is subject.
(iv) Xxxxxx X. Xxxxxxxxx, Xx. has been duly appointed to act
as the representatives of the Company hereunder and has full
power and authority to execute, deliver, and perform this
Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify or waive any provision of this
Agreement and to take all other actions as the Company's
Representative under this Agreement, all without further
consent or direction from, or notice to, the Company or any
other party.
(v) No party other than the parties hereto and the Investors
have, or shall have, any lien, claim or security interest in
the Escrow Funds or any part thereof. No financing statement
under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any
part thereof.
(vi) All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof
and will be true and complete at the time of any disbursement
from the Escrow Funds.
14. Consent to Jurisdiction and Venue. In the event that any party
hereto commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division
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of New Jersey, Chancery Division of Essex County shall have sole and exclusive
jurisdiction. Any of these courts shall be proper venue for any such lawsuit or
judicial proceeding and the parties hereto waive any objection to such venue.
The parties hereto consent to and agree to submit to the jurisdiction of any of
the courts specified herein and agree to accept the service of process to vest
personal jurisdiction over them in any of these courts.
15. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and addressed to the party to be notified as follows:
If to Placement Agents, to:
The May Xxxxx Group, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
With Copy to:
Xxxxxx Xxxxxxxx, LLP
0000 Xxxxxxxxxx Xxxxxx
Xxxxx #0
Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Company, to:
TCPI, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Elliot Block, Ph.D., Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With Copy to:
00
Xxx X. Xxxxxxx, Xxx.
0000 X.X. 00xx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
Xxxxx X. Xxxxxxxxxxx, Esq.
Akerman, Senterfitt & Edison, P.A.
Suntrust International Center, 00xx Xxxxx
Xxx X.X. 0xx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Agent, to:
First Union National Bank,
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
Or to such other address as each party may designate for itself by like
notice.
16. Amendments or Waiver. This Agreement may be changed, waived,
discharged or terminated only by a writing signed by the parties and the Escrow
Agent. No delay or omission by any party in exercising any right with respect
hereto shall operate as waiver. A waiver on any one occasion shall not be
construed as a bar to, or waiver of, any right or remedy on any future occasion.
17. Severability. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
18. Governing Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.
19. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and
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sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.
20. Binding Effect. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Placement Agent, the
Company, or the Escrow Agent.
21. Execution of Counterparts. This Agreement and any Joint Written
Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.
22. Termination. Upon the first to occur of the disbursement of all
amounts in the Escrow Funds pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds.
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IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.
ATTEST: COMPANY:
TCPI, INC.
/s/ Xxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------- --------------------------
Name: Xxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Secretary Title: Chief Financial Officer
ESCROW AGENT:
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxx
Title: As Escrow Agent
PLACEMENT AGENT:
THE MAY XXXXX GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
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