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EXHIBIT 2.6
ESCROW AGREEMENT
This agreement made and entered this 1st day of May 1998 by and between
Next Generation Media Corp., of 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter "Seller") and T.C. Equities, Ltd., of
Charlotte House, Nassau, Bahamas (collectively hereinafter "Buyer"), Xxxx Xxxx
of 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter
"Sens") and the Law Office of Xxxxx Xxxxx Xxxxxx P.C., a professional
corporation incorporated under the laws of the State of New York ("Escrow
Agent").
WHEREAS, Buyer agreed to purchase 70,000 shares of Redeemable
Cumulative Convertible Preferred Stock in the company called Next Generation
Media, Corp., and warrants (hereinafter "Shares") pursuant to an Agreement
dated, April 24, 1998; and
WHEREAS, pursuant to that Agreement Sens shall provide Buyer with a
controlling interest in UNICO, Inc., a Delaware Corporation;
WHEREAS, Seller, Buyer, Sens and the Escrow Agent desire to enter into
this Escrow Agreement to provide for the deposit and the disbursement of the
purchase price for the shares and the deposit and the delivery of the shares,
warrants subject to the terms and conditions of this Escrow Agreement.
WHEREAS, XXXXXX is willing to act as Escrow Agent under this Agreement.
NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:
FUNDS TO BE PLACED IN ESCROW
Buyer shall on or before the closing date deliver the purchase price of
Three Hundred Fifty Thousand ($350,000.00) to the Escrow
Agent. The Escrow Agent shall deposit the funds into an
interest-bearing bank account in the name of the Escrow Agent
(the "Escrow Agent"), to be held in accordance with this
Escrow Agreement.
SECURITIES TO BE HELD IN ESCROW
Seller shall deliver a certificate(s) representing 70,000 shares of
Redeemable Cumulative Convertible Preferred Stock in the
company called Next Generation Media, Corp., with a redemption
price of $5.00 per share (hereinafter the "Securities") and a
face value of $350,000.00, along with Seller 250,000 warrants
for common stock in Next Generation Media Corp. Sens shall
also provide the Escrow Agent a fully executed Agreement for
the delivery of controlling interest in UNICO, Inc., a
Delaware corporation.
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RELEASE OF SHARES AND SETTLEMENT
3.1 Upon the later to occur of (a) receipt by the Escrow Agent of the
purchase price as described in section 1 herein, and (b) receipt by the Escrow
Agent of the certificates, warrants and agreement as described in section 2
herein, the Escrow Agent shall promptly pay over the purchase price (plus
interest accrued to the date of payment) to Seller in such manner as may be
reasonably requested by Seller, and shall promptly deliver the certificates,
warrants and agreements to Buyer by overnight courier service.
3.2 Notwithstanding the foregoing, in the event that the Escrow Agent has
not received either the purchase price or the certificates, warrants or
agreement as set forth hereinabove on or before the end of the closing date, as
defined in the Agreement, the Escrow Agent shall notify Buyer and Seller and
await instructions. If Escrow Agent has not received non-conflicting
instructions by the end of the closing date, the Escrow Agent shall promptly pay
over the purchase price (plus interest accrued to the date of payment) to the
Buyer, and/or shall promptly deliver the certificates, warrants and agreements
to Seller by overnight courier service, as the case may be.
DUTIES OF ESCROW AGENT
The sole duty of Escrow Agent, other than as hereinafter specified, shall
be to receive funds and Stock certificates, warrants and agreement as set forth
hereinabove and hold them subject to release in accordance with the terms and
conditions of this Agreement and shall be under no duty to make certain that
Seller and Buyer are complying with the laws of any jurisdiction that may apply
to any resale of Shares. The Escrow Agent shall undertake to perform only such
duties as are expressly set forth and no implied duties or obligations shall be
read into this Agreement against the Escrow Agent. The Escrow Agent may act in
reliance upon any writing or instrument, including any such writing or
instrument received by facsimile, or signature which it in good faith believes
to be genuine, may assume the validity and accuracy of any statement or
ascertain contained in such writing or instrument, and may assume that any
person purporting to give any writing, notice, advice, or instruction in
connection with the provisions hereof has been duly authorized to so do. The
Escrow Agent shall not be liable in any manner for the sufficiency or
correctness as to form, manner and execution, or the validity of any instrument
deposited in the Escrow Agreement. Its duties hereunder shall be limited to the
safekeeping of such instrument and monies received by it as the Escrow Agent,
and for the maintenance and disposition of the funds deposited with it in
accordance with this Escrow Agreement. The Escrow Agent shall not be liable for
collection items until the net proceeds of the same in actual cash have been
received, not shall it be liable for default in payment of negotiable documents
deposited. It may rely upon paper document or other writing believed by it to be
authentic in making any delivery of money or property hereunder.
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ESCROW AGENT'S LIABILITIES
The Escrow Agent's obligations and duties in connection herewith are
confined to those duties specifically enumerated in the Escrow Agreement. The
Escrow Agent shall not be in any manner liable or responsible for the
sufficiency, correctness, genuineness, or validity of any instruments deposited
with it or with reference to the form of execution thereof, or the identity,
authority, or rights of any person executing or depositing same, and the Escrow
Agent shall not be liable for any loss that may occur by reason of forgery,
false representations, or the exercise of its discretion in any particular
manner or for any other reason, except for its own negligence or willful
misconduct.
ESCROW AGENT AND LEGAL FEES
The Escrow Agent's fee herein shall be USD Two Thousand ($2,000.00)
Dollars. This fee is intended as full compensation for the Escrow Agent's
services as contemplated by this Escrow Agreement and shall be disbursed through
the proceeds of the transaction. The parties further authorize the disbursement
of legal fees to The Law Office of Xxxxx Xxxxx Xxxxxx, P.C., through the
proceeds of the transaction as per a memorandum of costs to be provided by the
attorneys, with such costs not to exceed Eight Thousand ($8,000.00) Dollars.
BINDING AGREEMENT AND SUBSTITUTION OF ESCROW AGENT
The terms and conditions of this Agreement shall be binding on the heirs,
executors and assigns, creditors or transferees, or successors in interest,
whether by operation of law or otherwise, of the parties hereto. If for any
reason the Escrow Agent herein, should be unable or unwilling to continue as
such Escrow Agent, the other parties to this Agreement may substitute another
person to serve as Escrow Agent. No party may assign its rights or obligations
hereunder without the consent in writing of the other parties hereto.
MISCELLANEOUS
The parties covenant and agree that in performing any of its duties under
this Agreement, the Escrow Agent shall not be liable for any loss or damages
which may occasion as a result of serving as Escrow Agent hereunder, except for
any loss or damages occasioned by its willful default or negligence.
The Escrow Agent may, upon ten (10) days written notice, resign as Escrow
Agent, provided that such resignation shall not become effective until such time
as a successor Escrow Agent acceptable to Seller and Buyer has been appointed.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given and received if made by prepaid registered mail with
return receipt requested, courier, telecopier, telex, or telegraph to each of
the parties at the
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following respective addresses or such other addresses as may be set forth
in writing by a party and sent to all other parties.
The validity, interpretation, and performance of this Escrow Agreement
shall be controlled by and construed under the laws of the State of New
York, the state in which this Escrow Agreement is deemed executed and the
parties hereto submit to that State's jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day first above written in New York.
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxx
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NEXT GENERATION MEDIA CORP. T.C. EQUITIES LTD.
/s/ Xxxx Xxxx
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XXXX XXXX
/s/ Xxxxx Xxxxxx
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THE LAW OFFICE OF
XXXXX XXXXX XXXXXX P.C.
By: Xxxxx Xxxxx Xxxxxx, Esq.
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