EXHIBIT 10.3
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made and entered into as
of this 17th day of September, 2004, by and among MTM Technologies, Inc., a New
York corporation ("Purchaser"), Network Catalyst, Inc., a California corporation
("Seller"), and JPMorganChase, a New York banking corporation, as escrow agent
("Escrow Agent").
RECITALS
WHEREAS, Purchaser, Seller and the shareholders of Seller have executed and
delivered that certain Asset Purchase Agreement, dated as of the date hereof
(the "Purchase Agreement"), which provides for the transfer by Seller to
Purchaser of certain of the assets, rights and properties used in connection
with the operation of the Business and the assumption by Purchaser of certain
obligations and liabilities relating to the Business, on the terms and subject
to the conditions set forth in the Purchase Agreement; and
WHEREAS, under the terms of the Purchase Agreement, Purchaser has assigned
to MTM Technologies (California), Inc., a Delaware corporation and wholly-owned
subsidiary of Purchaser, Purchaser's right to acquire the Purchased Assets and
Purchaser's obligation to assume the Assumed Liabilities; and
WHEREAS, capitalized terms used herein, unless otherwise defined, shall
have the meanings assigned to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, and subject to the terms of the Purchase
Agreement, and in consideration of the mutual covenants and agreements contained
therein, Purchaser and Seller hereby agree as follows:
1. Escrow Deposit.
(a) On the date hereof, Purchaser shall deliver $200,000 in cash and as soon as
practicable following the date hereof, 100,000 shares of common stock,
$0,01 par value per share (the "Common Stock"), of Purchaser (together, the
"Escrow Deposit") to the Escrow Agent pursuant to Section 3.1 of the
Purchase Agreement. The cash portion of the Escrow Deposit shall be
delivered to the Escrow Agent by wire transfer of immediately available
funds and the stock portion of the Escrow Deposit shall be delivered as a
certificate for 100,000 shares of Common Stock of Purchaser registered in
the name of Seller and accompanied by appropriate stock powers executed in
blank. For purposes of this Agreement, the Common Stock shall be valued at
$2.00 per share.
(b) The Escrow Deposit shall be held by Escrow Agent in a separate Escrow Fund
(the "Escrow Fund") for the benefit of Purchaser and Seller as provided in
this Escrow Agreement. Escrow Agent shall maintain a bookkeeping records
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for the Escrow Fund reflecting (i) the Escrow Deposit hereunder plus (ii)
all amounts earned on the Escrow Deposit, including, dividends if any paid
on the Common Stock, and less (iii) the amounts distributed pursuant to
Sections 3(c) or 4.
2. Acceptance of Appointment as Escrow Agent. Escrow Agent, by signing this
Escrow Agreement, accepts the appointment as Escrow Agent and agrees to
hold and distribute all Escrow Deposit in accordance with the terms of this
Escrow Agreement.
3. Distributions; Investments; Taxes.
(a) During the term of this Escrow Agreement, the Escrow Fund shall be invested
and reinvested by the Escrow Agent in the investments indicated on Schedule
1 or such other investments as shall be directed in writing by the
Purchaser and the Seller and as shall be acceptable to the Escrow Agent.
All investment orders involving U.S. Treasury obligations, commercial paper
and other direct investments will be executed through JPMorgan Xxxxxxx
Asset Management (JPMFAM), in the investment management division of
JPMorgan Chase. Subject to principles of best execution, transactions are
effected on behalf of the Escrow Fund through broker-dealers selected by
JPMFAM. In this regard, JPMFAM seeks to attain the best overall result for
the Escrow Fund, taking into consideration quality of service and
reliability. Periodic statements will be provided to Purchaser and Seller
reflecting transactions executed on behalf of the Escrow Fund. The
Purchaser and Seller, upon written request, will receive a statement of
transaction details upon completion of any securities transaction in the
Escrow Fund without any additional cost. The Escrow Agent shall have the
right to liquidate any investments held in order to provide funds necessary
to make required payments under this Escrow Agreement. The Escrow Agent
shall have no liability for any loss sustained as a result of any
investment in an investment indicated on Schedule 1 or any investment made
pursuant to the instructions of the parties hereto or as a result of any
liquidation of any investment prior to its maturity or for the failure of
the parties to give the Escrow Agent instructions to invest or reinvest the
Escrow Fund.
(b) All cash dividends and other cash income earned or otherwise distributed on
the Escrow Deposit shall, until disbursed, also constitute a part of the
Escrow Deposit and shall, pending disbursement, be invested as provided in
Section 3(a).
(c) Except as otherwise provided in Section 3(d), Escrow Agent shall distribute
to Seller, on a quarterly basis on or before the tenth day of January,
April, July, and October, an amount equal to the product of the Effective
Tax Rate (as provided by the Purchaser and Seller in writing) multiplied by
the aggregate amount of the taxable cash interest, cash dividends and other
cash income earned on the Escrow Deposit during such quarter. For this
purpose, the "Effective Tax Rate" shall mean: (i) the maximum federal
income tax rate for individuals for such quarter in the case of interest
and other income subject to federal income tax, and (ii) such maximum
federal income tax rate plus seven percent in the case of interest
dividends and other income subject to federal and state tax.
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(d) For tax purposes, the Escrow Deposit shall be property of Seller and all
cash interest, cash dividends and other cash income earned on the Escrow
Deposit shall be income of the Seller and all parties hereto (other than
the Escrow Agent) shall file all Tax Returns consistent with such
treatment. In the event that, notwithstanding the foregoing, there is a
determination by the Internal Revenue Service or any other tax authority
that Purchaser has Tax liabilities as a result of the income generated on
the Escrow Deposit, (i) Seller shall pay to Purchaser all amounts
previously distributed to Seller under Section 3(c) in regard to such
Taxes, plus interest at the rate specified by the Internal Revenue Code and
corresponding provisions of applicable state and local laws, provided that
Seller shall not be required to pay Purchaser any such amounts that were
applied by Seller to pay Taxes on such Escrow Deposit for which Purchaser
will receive a tax credit, and (ii) Seller shall thereafter no longer have
any right to receive payments under Section 3(c). Escrow Agent shall
thereafter upon receiving written notice of such determination, make
distributions under Section 3(c) to Purchaser rather than to Seller.
Nothing in this Agreement shall preclude Seller from voting any and all of
the shares of the Common Stock portion of the Escrow Deposit for the
duration of this Escrow Agreement.
4. Distribution of Escrow Deposit to the Purchaser Indemnitees. Escrow Agent
shall disburse to the applicable Purchaser Indemnitee such portion of the
Escrow Deposit as may be necessary to pay the Indemnifiable Losses for
which such Purchaser Indemnitee is entitled to indemnity pursuant to
Article X of the Purchase Agreement. Payment shall be made not more than
ten days after (i) the delivery to Escrow Agent of written instructions
signed by Purchaser and Seller specifying an amount to be paid from the
Escrow Deposit to a Purchaser Indemnitee or (ii) the delivery to Escrow
Agent and Seller of a copy of a Final Determination establishing the
Purchaser Indemnitee's or Indemnitees' right to indemnity under the
Purchase Agreement with respect to such damages. Payment shall be made
first from the cash portion of the Escrow Deposit.
5. Segregation of the Escrow Deposit.
(a) Notwithstanding any other provision of this Escrow Agreement to the
contrary, Escrow Agent shall restrict such portion of the Escrow Deposit
(other than the Escrow Deposit that are at the time necessary to make a
payment required under Section 4) as may be necessary to satisfy all
Pending Claims, and shall hold such portion in accordance with this Section
5.
(b) Any portion of the Escrow Deposit restricted under Section 5(a) shall
continue to be restricted by Escrow Agent until Escrow Agent is directed to
release such Escrow Deposit by (i) written instruction signed by Purchaser
and Seller instructing Escrow Agent how to pay all or any portion of such
segregated Escrow Deposit or (ii) a copy of a Final Determination
establishing or denying the Purchaser Indemnitee's right to payment under
Section 4. The released Escrow Deposit shall be distributed to the persons
entitled thereto as specified in such joint written instruction or the
Final Determination, as applicable.
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6. Distribution of Escrow Deposit to Seller. Not later than the fifth business
day after the Expiration Date, Escrow Agent shall distribute to Seller the
remaining Escrow Deposit minus any portion of the Escrow Deposit that is
then being restricted with respect to Pending Claims under Section 5. Any
amounts segregated with respect to Pending Claims on the Expiration Date
shall be released and distributed to the persons entitled thereto as
provided in Section 5(b).
7. Rights and Responsibilities of Escrow Agent. The Escrow Agent undertakes to
perform only such duties as are expressly set forth herein and no duties
shall be implied. The Escrow Agent shall have no liability under and no
duty to inquire as to the provisions of any agreement other than this
Escrow Agreement. The Escrow Agent may rely upon and shall not be liable
for acting or refraining from acting upon any written notice, instruction
or request furnished to it hereunder and believed by it to be genuine and
to have been signed or presented by the proper party or parties. The Escrow
Agent shall be under no duty to inquire into or investigate the validity,
accuracy or content of any such document. The Escrow Agent shall have no
duty to solicit any payments which may be due it or the Escrow Fund. The
Escrow Agent shall not be liable for any action taken or omitted by it in
good faith except to the extent that a court of competent jurisdiction
determines that the Escrow Agent's gross negligence or willful misconduct
was the primary cause of any loss to the Purchaser or Seller. The Escrow
Agent may execute any of its powers and perform any of its duties hereunder
directly or through agents or attorneys (and shall be liable only for the
careful selection of any such agent or attorney) and may consult with
counsel, accountants and other skilled persons to be selected and retained
by it. The Escrow Agent shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the advice or opinion of any
such counsel, accountants or other skilled persons. In the event that the
Escrow Agent shall be uncertain as to its duties or rights hereunder or
shall receive instructions, claims or demands from any party hereto which,
in its opinion, conflict with any of the provisions of this Escrow
Agreement, it shall be entitled to refrain from taking any action and its
sole obligation shall be to keep safely all property held in escrow until
it shall be directed otherwise in writing by all of the other parties
hereto or by a final order or judgment of a court of competent
jurisdiction. Anything in this Escrow Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Escrow Agent has been advised
of the likelihood of such loss or damage and regardless of the form of
action.
8. Succession; Removal of Escrow Agent.
(a) The Escrow Agent may resign and be discharged from its duties or
obligations hereunder by giving ten (10) days advance notice in writing of
such resignation to the other parties hereto specifying a date when such
resignation shall take effect; provided, however, that such resignation
shall not be effective until a successor Escrow Agent has accepted the
duties of escrow agent hereunder. Purchaser and Seller may, acting jointly,
remove Escrow Agent at any time by giving to Escrow Agent thirty (30) days'
advance notice in writing signed by Purchaser and Seller. Any corporation
or association into which the Escrow Agent may be merged or converted or
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with which it may be consolidated, or any corporation or association to
which all or substantially all the escrow business of the Escrow Agent's
corporate trust line of business may be transferred, shall be the Escrow
Agent under this Escrow Agreement without further act.
(b) If within ten (10) days after giving the foregoing notice of removal to
Escrow Agent or receiving the foregoing notice of resignation from Escrow
Agent, Purchaser and Seller have not designated a successor Escrow Agent
and such successor has not accepted such appointment, Escrow Agent may, in
its sole discretion, may apply to a court of competent jurisdiction for the
appointment of a successor Escrow Agent or for other appropriate relief.
The costs and expenses (including reasonable attorneys' fees and expenses)
incurred by Escrow Agent in connection with such proceeding shall be paid
50% by Purchaser and 50% by Seller. The Escrow Agent shall have the right
to withhold an amount equal to any amount due and owing to the Escrow
Agent, plus any costs and expenses the Escrow Agent shall reasonably
believe may be incurred by the Escrow Agent in connection with the
resignation or removal of the Escrow Agent.
(c) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent
shall either deliver the Escrow Deposit then held hereunder to the
successor Escrow Agent, less Escrow Agent's fees, costs and expenses or
other obligations owed to Escrow Agent, or hold such Escrow Deposit (or any
portion thereof), pending distribution, until all such fees, costs and
expenses or other obligations are paid. Upon delivery of the Escrow Deposit
to successor Escrow Agent, Escrow Agent shall have no further duties,
responsibilities or obligations hereunder.
9. Fees. The Purchaser and Seller agree severally, to the extent of 50% each
to (i) pay the Escrow Agent upon execution of this Escrow Agreement and
from time to time thereafter reasonable compensation for the services to be
rendered hereunder, which, unless otherwise agreed in writing, shall be as
described in Schedule 1 attached hereto and (ii) pay or reimburse the
Escrow Agent upon request for all expenses, disbursements and advances,
including reasonable attorney's fees and expenses, incurred or made by it
in connection with the preparation, execution, performance, delivery,
modification and termination of this Escrow Agreement.
10. Indemnity. The Purchaser and the Seller shall jointly and severally
indemnify, defend and save harmless the Escrow Agent and its directors,
officers, agents and employees (the "indemnitees") from all loss, liability
or expense (including the fees and expenses of in house or outside counsel)
arising out of or in connection with (i) the Escrow Agent's execution and
performance of this Escrow Agreement, except in the case of any indemnitee
to the extent that such loss, liability or expense is due to the gross
negligence or willful misconduct of such indemnitee or (ii) its following
any instructions or other directions from the Purchaser or the Seller,
except to the extent that its following any such instruction or direction
is expressly forbidden by the terms hereof. The parties hereto acknowledge
that the foregoing indemnities shall survive the resignation or removal of
the Escrow Agent or the termination of this Escrow Agreement. The parties
hereby grant the Escrow Agent a lien on, right of set-off against and
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security interest in the Escrow Fund for the payment of any claim for
indemnification, compensation, expenses and amounts due hereunder.
11. TINs. The Purchaser and the Seller each represent that its correct Taxpayer
Identification Number ("TIN") assigned by the Internal Revenue Service
("IRS") or any other taxing authority is set forth in Schedule 1. Upon
execution of this Agreement, the Purchaser and Seller shall provide the
Escrow Agent with a fully executed W-8 or W-9 IRS form, which shall include
the Purchaser's and Seller's TIN. The Escrow Agent shall report and, as
required withhold any taxes as it determines may be required by any law or
regulation in effect at the time of the distribution. In the absence of
timely direction, all proceeds of the Escrow Fund shall be retained in the
Escrow Fund and reinvested from time to time by the Escrow Agent as
provided in Section 3. In the event that any earnings remain undistributed
at the end of any calendar year, Escrow Agent shall report to the Internal
Revenue Service or such other authority such earnings as it deems
appropriate or as required by any applicable law or regulation or, to the
extent consistent therewith, as directed in writing by the Purchaser and
the Seller. In addition, Escrow Agent shall withhold any taxes it deems
appropriate and shall remit such taxes to the appropriate authorities.
12. Notices. All communications hereunder shall be in writing and shall be
deemed to be duly given and received:
(i) upon delivery if delivered personally or upon confirmed transmittal if
by facsimile;
(ii) on the next Business Day (as hereinafter defined) if sent by overnight
courier; or
(iii) four (4) Business Days after mailing if mailed by prepaid registered
mail, return receipt requested, to the appropriate notice address set forth
on Schedule 1 or at such other address as any party hereto may have
furnished to the other parties in writing by registered mail, return
receipt requested.
Notwithstanding the above, in the case of communications delivered to the
Escrow Agent pursuant to (ii) and (iii) of this Section 12, such
communications shall be deemed to have been given on the date received by
the Escrow Agent. In the event that the Escrow Agent, in its sole
discretion, shall determine that an emergency exists, the Escrow Agent may
use such other means of communication as the Escrow Agent deems
appropriate. "Business Day" shall mean any day other than a Saturday,
Sunday or any other day on which the Escrow Agent located at the notice
address set forth on Schedule 1 is authorized or required by law or
executive order to remain closed.
13. Security Procedures. In the event funds transfer instructions are given
(other than in writing at the time of execution of this Escrow Agreement,
as indicated in Schedule 1 attached hereto), whether in writing, by
telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instructions by telephone call-back to the person or
persons designated on Schedule 2, and the Escrow Agent may rely upon the
confirmation of anyone purporting to be the person or persons so
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designated. The persons and telephone numbers for call-backs may be changed
only in a writing actually received and acknowledged by the Escrow Agent.
If the Escrow Agent is unable to contact any of the authorized
representatives identified in Schedule 2, the Escrow Agent is hereby
authorized to seek confirmation of such instructions by telephone call-back
to any one or more of your executive officers, ("Executive Officers"),
which shall include the titles of Chief Executive Officer, Chief Financial
Officer and General Counsel, as the Escrow Agent may select. Such
"Executive Officer" shall deliver to the Escrow Agent a fully executed
Incumbency Certificate, and the Escrow Agent may rely upon the confirmation
of anyone purporting to be any such officer. The Escrow Agent and the
beneficiary's bank in any funds transfer may rely solely upon any account
numbers or similar identifying numbers provided by the Purchaser or the
Seller to identify (i) the beneficiary, (ii) the beneficiary's bank, or
(iii) an intermediary bank. The Escrow Agent may apply any of the escrowed
funds for any payment order it executes using any such identifying number,
even when its use may result in a person other than the beneficiary being
paid, or the transfer of funds to a bank other than the beneficiary's bank
or an intermediary bank designated. The parties to this Escrow Agreement
acknowledge that these security procedures are commercially reasonable.
14. Certain Definitions.
(a) "Expiration Date" shall mean the date which is 18 months following the
Closing Date.
(b) "Final Determination" shall means a final judgment of a court of competent
jurisdiction or an administrative agency having the authority to determine
the amount of, and liability with respect to, the item resulting in
Indemnifiable Losses for which reimbursement is sought hereunder and the
denial of, or expiration of all rights to, appeal related thereto, and
establishing a Indemnitee's right to reimbursement.
(c) "Pending Claims" shall mean unresolved claims that are the subject of
indemnification claims properly delivered under the terms of the Purchase
Agreement.
15. Integration. This Agreement shall constitute the entire agreement of the
parties with respect to the subject matter and supersedes all prior oral or
written agreements in regard thereto.
16. Illegality. The invalidity, illegality or unenforceability of any provision
of this Escrow Agreement shall in now way affect the validity, legality, or
enforceability of any other provision, and if any provision is held to be
enforceable as a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect and this Agreement shall
be interpreted to the greatest extent possible to carry out the intentions
of the parties hereto.
17. Construction. The headings in this Escrow Agreement are solely for
convenience of reference and shall not be given any effect in the
construction or interpretation of this Escrow Agreement. Unless otherwise
stated, references to sections and schedules are references to sections and
schedules of this Escrow Agreement.
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18. Third Parties. Nothing expressed or implied in this Escrow Agreement is
intended, or shall be construed, to confer upon or give any person or
entity other than the Purchaser Indemnitees, Seller, and Escrow Agent any
rights or remedies under, or by reason of, this Escrow Agreement.
19. Termination. This Agreement shall terminate upon the distribution of all
amounts held in the Escrow Fund.
20. Counterparts. This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument.
21. Attorney's Fees. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover in such action its reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which it may
be entitled.
22. Rights Under Agreement. The rights and remedies conferred upon the parties
hereto shall be cumulative, and the exercise or waiver of any such right or
remedy shall not preclude or inhibit the exercise of any addition rights or
remedies. The waiver of any right or remedy hereunder shall not preclude
the subsequence exercise of such right or remedy.
23. Representations and Warranties. Seller, Purchaser and Escrow Agent each
hereby represents and warrants (i) that this Escrow Agreement has been duly
authorized, executed and delivered on its behalf and constitutes its legal,
valid and binding obligation and (ii) that the execution, delivery and
performance of this Escrow Agreement by it do not and will not violate any
applicable law or regulation.
24. Miscellaneous. The provisions of this Escrow Agreement may be waived,
altered, amended or supplemented, in whole or in part, only by a writing
signed by all of the parties hereto. Neither this Escrow Agreement nor any
right or interest hereunder may be assigned in whole or in part by any
party, except as provided in Section 8, without the prior consent of the
other parties. This Escrow Agreement shall be governed by and construed
under the laws of the State of New York. Each party hereto irrevocably
waives any objection on the grounds of venue, forum non-conveniens or any
similar grounds and irrevocably consents to service of process by mail or
in any other manner permitted by applicable law and consents to the
jurisdiction of the courts located in the State of New York. No party to
this Escrow Agreement is liable to any other party for losses due to, or if
it is unable to perform its obligations under the terms of this Escrow
Agreement because of, acts of God, fire, floods, strikes, equipment or
transmission failure, or other causes reasonably beyond its control. This
Escrow Agreement may be executed 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.
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(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed by their duly authorized officers as of the day and year first above
written:
MTM TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
NETWORK CATALYST, INC.
/s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
JPMORGAN CHASE BANK, as Escrow Agent
/s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
SCHEDULE 1
EFFECTIVE DATE: September 15, 2004
NAME AND NOTICE ADDRESS OF PURCHASER:
MTM Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Facsimile: 000-000-0000
Purchaser TIN: 00-0000000
Wiring Instructions:
XX Xxxxxx Chase
ABA - 000000000
For the account of MTM Technologies, Inc.
Account Number - 590383256
NAME AND NOTICE ADDRESS OF SELLER:
Network Catalyst, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Facsimile: 000-000-0000
Attention: Xxxxxxx Xxxxxx
Seller TIN: 00-0000000
Wiring Instructions:
Western Financial Bank
00000 Xxxxx Xxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
ABA # 000000000
Beneficiary: Network Catalyst, Inc. Distribution Account
Beneficiary Account # 2460041367
ESCROW DEPOSIT: $200,000 CASH
100,000 SHARES OF COMMON STOCK OF PURCHASER
INVESTMENT: (i) money market funds consisting of short-term U.S. Treasury
securities, (ii) obligations of or guaranteed by the United States of America or
any agency thereof, either outright or in connection with repurchase agreements
covering such obligations, or obligations of or guaranteed by any state or
political subdivision thereof with a maturity not later than six months from the
date of investment, (iii) certificates of deposit or bakers' acceptances issued
by Escrow Agent or by any other national or state-chartered bank having total
assets of at least $500,000,000 with a maturity not later than six months from
the date of investment, and (iv) such other investments as may be specified from
time to time to Escrow Agent by joint written instructions of Purchaser and
Seller. Absence of any written instructions, the Escrow Deposit shall be
invested in the Trust Account with the JPMorgan Chase Bank earning a rate of
LIBOR less 50 bps.
ESCROW AGENT NOTICE ADDRESS:
JPMorgan Chase Bank
Institutional Trust Services
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Fax No.: 000.000.0000
ESCROW AGENT'S COMPENSATION: $5,000 PER ANNUM WITHOUT PRO-RATION FOR PARTIAL
YEARS. FIRST YEAR'S FEES ARE PAYABLE UPON EXECUTION OF THE AGREEMENT.
SCHEDULE 2
TELEPHONE NUMBER(S) FOR CALL-BACKS AND
PERSON(S) DESIGNATED TO CONFIRM FUNDRS TRANSFER INSTRUCTIONS
------------------------------------------------------------
If to Purchaser:
Name Telephone Number
---- ----------------
1. Xxxxxxx X. Xxxxxx 203.975-3700
2. Xxxx Xxxxxxxx 203.975.3700
3. Xxxx X. Xxxxxx 203.975.3775
If to Seller:
Name Telephone Number
---- ----------------
1. Xxxxxxx Xxxxxx 949.852.6660
2. Xxxxxxx Xxxxxxx 949.852.6660
3. Xxxxxxx Xxxxx 000.000.0000
Telephone call-backs shall be made to each Purchaser and Seller if joint
instructions are required pursuant to this Escrow Agreement.
