ESCROW AGREEMENT
Exhibit
10.13
THIS
ESCROW AGREEMENT (this “Agreement”) is made and entered into as
of February 28, 2007 among C-XXXX INTERNATIONAL, INC., a
South Carolina corporation (the “Company”); the Buyer(s) listed on the
Securities Purchase Agreement, dated the date hereof (also referred to as
the “Investor(s)”), and XXXXX X. XXXXXXX XX, P.A., as
Escrow Agent hereunder (the “Escrow Agent”).
BACKGROUND
WHEREAS,
the Company and the Investor(s) have entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the “Convertible Debentures”) which shall be convertible into
the Company’s Common Stock, par value US$.0001 per share (the “Common
Stock”), at a price per share equal to the Purchase Price, as that term is
defined in the Convertible Debentures. The Securities Purchase
Agreement provides that the Investor(s) shall deposit the purchase amount in
a
segregated escrow account to be held by Escrow Agent in order to effectuate
a
disbursement to the Company at a closing to be held as set forth in the
Securities Purchase Agreement (the “Closing”).
WHEREAS,
the Company intends to sell Convertible Securities (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 Escrow Agent pursuant to this
Agreement.
b. “Joint
Written Direction” shall mean a
written direction executed by the Investor(s) 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 Escrow Agent confirms that it has received in the Escrow Account
all of the proceeds of the sale of the Convertible Debentures;
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(ii) The
expiration of twenty (20) days from the date of commencement of the Offering
(unless extended by mutual written agreement between the Company and the
Investor(s) with a copy of such extension to Escrow Agent); or
(iii) The
date upon which a determination is made by the Company and the Investor(s)
to
terminate the Offering prior to the sale of all the Convertible
Debentures.
During
the Escrow Period, the Company and the Investor(s) 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 Investor(s)
or
any other entity, or be subject to the debts of the Company or the Investor(s)
or any other entity.
2. Appointment
of and Acceptance by Escrow Agent. The
Investor(s) 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.
a. The
Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s)
in connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising
in connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company
will
not seek to disqualify such counsel.
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: C-Xxxx International, Inc../Trafalgar Capital Specialized
Investment Fund Escrow Account for the deposit of the Escrow
Funds. The Investor(s) will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:
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Bank:
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Bank
of America
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Routing
#:
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026009583
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Account
#:
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8980
0504 8240
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SWIFT
#:
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XXXXXX0X
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Name
on Account:
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Xxxxx
X. Xxxxxxx XX, P.A. as Escrow Agent
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Name
on Sub-Account:
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C-Xxxx
International, Inc./ Trafalgar Capital Specialized Investment Fund
Escrow
account
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4. Deposits
into the Escrow Account. The
Investor(s) agrees that they shall promptly deliver funds for the payment of
the
Convertible Debentures to Escrow Agent for deposit in the Escrow
Account.
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5. Disbursements
from the Escrow Account.
a. The
Escrow Agent will continue to hold such funds until Trafalgar Capital Sarl
on
behalf of the Investor(s) and Company execute a Joint Written Direction
directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written Direction signed by the Company and the Investor(s). In
disbursing such funds, Escrow Agent is authorized to rely upon such Joint
Written Direction from the Company and the Investor(s) and may accept any
signatory from the Company listed on the signature page to this Agreement and
any signature from the Investor(s) that the Escrow Agent already has on
file.
b. In
the event Escrow Agent does not receive the amount of the Escrow Funds from
the
Investor(s), Escrow Agent shall notify the Company and the
Investor(s). Upon receipt of payment instructions from the Company,
Escrow Agent shall refund to each subscriber without interest the amount
received from each Investor(s), without deduction, penalty, or expense to the
subscriber. The purchase money returned to each subscriber shall be
free and clear of any and all claims of the Company, the Investor(s) or any
of
their creditors.
c. In
the event Escrow Agent does receive the amount of the Escrow Funds prior to
expiration of the Escrow Period, in no event will the Escrow Funds be released
to the Company until such amount is received by Escrow Agent in collected funds.
For purposes of this Agreement, the term “collected funds” shall mean all funds
received by Escrow Agent which have cleared normal banking channels and are
in
the form of cash.
6. Collection
Procedure. Escrow Agent is hereby
authorized to deposit the proceeds of each wire in the Escrow
Account.
7. Suspension
of Performance: Disbursement Into
Court. If at any time, there shall
exist any dispute between the Company and the Investor(s) 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 thirty (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.
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c. Escrow
Agent shall have no liability to the Company, the Investor(s), 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, out 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. Escrow Agent shall deposit the
Escrow Funds in a non-interest bearing account.
If
Escrow
Agent has not received a Joint Written Direction at any time that an investment
decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
portion thereof, as to which no Joint Written Direction has been received,
in a
non-interest bearing account.
9. Resignation
and Removal of Escrow Agent. Escrow
Agent may resign from the performance of its duties hereunder at any time by
giving thirty (30) 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
Investor(s) 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 US$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.
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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, and disbursement of the Escrow Funds in accordance
with
the terms of this Agreement. Escrow Agent shall have noimplied duties
or obligations and shall not be charged with knowledge or notice or 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 herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or 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 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 Investor(s) jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such
counsel.
b. 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 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 any
part
thereof, then and in any such event, 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 it, binding upon it,
without the need for appeal or other action; and if 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.
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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 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 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
Investor(s) hereunder in writing, and the Investor(s) 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
Investor(s) and/or the Company shall be required to pay such fees and expense
if
(a) the Investor(s) or the Company agree to pay such fees and expenses, or
(b)
the Investor(s) 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 reasonably satisfactory to the Indemnified Party
in any
such action or proceeding, (c) the Investor(s) and the Company
are 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 the Indemnified Party, the Company and/or
the
Investor(s) and the 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
Investor(s). The Investor(s) 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 Investor(s) 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 Investor(s) of any
claim by Escrow Agent for indemnification hereunder shall impair, limit, modify,
or affect, as between the Investor(s) and the Company, the respective rights
and
obligations of Investor(s), on the one hand, and the Company, on the other
hand.
12. Expenses
of Escrow Agent. Except as set forth in
Section 11 the Company shall reimburse Escrow Agent for all of its out-of-pocket
expenses, including attorneys’ fees, travel expenses, telephone and facsimile
transmission costs, postage (including express mail and overnight delivery
charges), copying charges and the like. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company
under this Section shall survive any termination of this Agreement and the
resignation or removal of Escrow Agent.
13. Warranties.
a. The
Investor(s) makes the following representations and warranties to Escrow
Agent:
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(i) The
Investor(s) has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.
(ii) This
Agreement has been duly approved by all necessary action of the Investor(s),
including any necessary approval of the limited partner of the Investor(s)
or
necessary corporate approval, as applicable, has been executed by duly
authorized officers of the Investor(s), enforceable in accordance with its
terms.
(iii) The
execution, delivery, and performance of the Investor(s) of this Agreement will
not violate, conflict with, or cause a default under any agreement of limited
partnership of Investor(s) or the certificate of incorporation or bylaws of
the
Investor(s) (as applicable), any applicable law or regulation, any court
order or administrative ruling or degree to which the Investor(s) is a party
or
any of its property is subject, or any agreement, contract, indenture, or other
binding arrangement.
(iv) Xxxxxx
Xxxxx has been duly appointed to act as the representative of the Investor(s)
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 Investor(s)’s representative under this Agreement, all without
further consent or direction form, or notice to, the Investor(s) or any other
party.
(v) No
party other than the parties hereto and the Investor(s) 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 Investor(s) 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 the Escrow
Agent:
(i) The
Company is a corporation duly organized, validly existing,
and in good standing under the laws of South Carolina and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
(ii) This
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 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.
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(iv) Xxxxxxx
Xxxxx, Xx. has been duly appointed to act as the representative of the Company
hereunder and has full power and authority to execute, deliver, and perform
this
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 Investor(s) 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 Southern District of Florida 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 State
Courts of Florida located in Broward_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
upon
confirmation of receipt and addressed to the party to be notified as
follows:
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If
to Investor(s), to:
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Trafalgar
Capital Specialized Investment Fund
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0-00
Xxx Xxxxxxx Xxxxx
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XX
0000
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X-0000
Xxxxxxxxxx
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Attention:Xxxxxx
Xxxxx, Chairman of the Board of
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Trafalgar
Capital
Sarl,
General Partner
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Facsimile: 011-44-207-405-0161
and
000-000-000-0000
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If
to Escrow Agent, to:
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Xxxxx
X. Xxxxxxx XX, P.A.
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0000
Xxxxxxxx Xxx
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Xxxx
Xxxxx, XX 00000
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Attention: Xxxxx
Xxxxxxx Esq.
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Telephone: (000)
000-0000
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Facsimile:(000)
000-0000
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If
to the Company, to:
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C-Xxxx
International, Inc.
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0000
X. Xxx Xxxxx, Xxxxx 000
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Xxxxxxx,
XX 00000
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Attn:
Xx. Xxxxxxx Xxxxx, CEO
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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With
a copy to:
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The
X’Xxxx Law Firm, P.C.
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00000
X. Xxxx Xxxx., Xxxxx 000-X
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Xxxxxxxx
Xxxxx, XX 00000
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Attention: Xxxxxxx
X. X’Xxxx, Esq.
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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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 hereto. 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 Florida
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 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 Investor(s), the Company, or the Escrow Agent.
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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.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.
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CMARK
INTERNATIONAL, INC.
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By: /s/
Xxxxxxx Xxxxx,
Xx.
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Name: Xxxxxxx
Xxxxx, Xx.
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Title: President,
CEO
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TRAFALGAR
CAPITAL SPECIALIZED
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INVESTMENT
FUND, LUXEMBOURG
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By: /s/Trafalgar
Capital Sarl
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Its: General
Partner
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By: /s/
Xxxxxx
Xxxxx
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Name:Xxxxxx
Xxxxx
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Title:Chairman
of the Board
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XXXXX
X. XXXXXXX XX, P.A.
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By: /s/
Xxxxx Xxxxxxx,
Esq
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Name: Xxxxx
Xxxxxxx, Esq.
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Title: Partner
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