ESCROW AGREEMENT
This “Escrow Agreement” is made and entered into as of the Effective Date set forth below by
and among Xxxxxx X. Xxxxx, Trustee of the Xxxxxx Trust; a Louisiana trust represented by its
Trustee Xxxxxx X. Xxxxx, whose address is 0000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000;
The Succession of Xxxxxx Xxxxx, represented by Xxxxxx X. Xxxxx, whose address is 0000 Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000; Xxxxxxx X. Xxxxxx, Trustee of the Xxxxxxx Xxxxxx
Rev. Trust, a Texas trust represented by its Trustee Xxxxxxx X. Xxxxxxx, whose address is 0000
Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000; Seek Systems, Inc., a Washington Corporation whose
address is 00 Xxxx Xxxx, Xxxx Xxxxxx, XX 00000; J. Xxxxxxxx Xxxxxx, a Louisiana resident
whose address is 0000 Xxxxxx X. Xxxxxxxx Xx., Xxxxxxxxxx, XX 00000; Xxxx Properties Limited,
a Texas Limited Partnership whose address is 0000 X. Xxxx Xxx Xx., Xxxxxxx, XX 00000; Teekell
Investments, L.P./White Knight Communications, L.P., both of which are Texas Limited
Partnerships whose address is 000 Xxxxxxx Xx., Xxxxx 0000, Xxxxxxxxxx, XX 00000; Louisiana
Ventures, L.P., a Delaware Limited Partnership whose address is 000 Xxxxxxx Xxxxx, Xxxxxxx Xxxx,
XX 00000; Xxxxxxxx Private Equity, LLC, f/k/a Xxxxxxxx Xxxxxx, L.L.C., a Louisiana Limited
Liability Company whose address is 000 Xxxxx Xx., Xxxxx 0000, Xxxxxxxxxx, XX 00000; Advantage
Capital Management Fund, L.L.C., a Louisiana Limited Liability Company whose address is
000 Xxxxxxx Xx., Xxxxx 0000, Xxx Xxxxxxx, XX 00000; Advantage Capital Partners XI Limited
Partnership, a Louisiana Limited Partnership whose address is 000 Xxxxxxx Xx., Xxxxx 0000, Xxx
Xxxxxxx, XX 00000 Louisiana Technology Fund, L.L.C., a Louisiana Limited Liability Company
whose address is 000 Xxxxxxx Xx., Xxxxx 0000, Xxx Xxxxxxx, XX 00000; and Louisiana
Technology Fund 2006, L.L.C., a Louisiana Limited Liability Company whose address is 000
Xxxxxxx Xx., Xxxxx 0000, Xxx Xxxxxxx, XX 00000 (collectively, the “Noteholders”); and iGambit,
Inc., a Delaware Corporation whose address is 0000 X. Xxxxxxx Xxxx, Xxxxx X, Xxxxxxxxx, XX
00000 (“iGambit”), (the Noteholders and iGambit are sometimes referred to hereafter individually
as “Depositor” and collectively as the “Depositors”).
WITNESSETH
WHEREAS, the Noteholders are the holders of Nine Million (9,000,000) shares of
common stock of iGambit (the “Noteholder Stock”) issued by iGambit to Xxxx Xxxxx (“Xxxxx”)
by virtue of that certain Stock Purchase Agreement dated November 4, 2015 (the “Stock Purchase
Agreement”) and pledged as a first-priority security interest to the Noteholders in accordance with
the Security Agreement dated September 1, 2014, as amended by that certain Consent of
Noteholders dated November 4, 2015 (the “Security Agreement”) to secure certain obligations
evidenced by Promissory Notes executed by the Wala, Inc., a Louisiana Corporation doing
business as Arcmail Technology (“ArcMail”), in favor of the individual Noteholders and dated
September 1, 2014 (the “Notes”); and
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WHEREAS, iGambit is the holder of One Million (1,000,000) shares of common stock of
iGambit (the “Holdback Stock”) issued by iGambit to Xxxxx by virtue of the Stock Purchase
Agreement, which shares were designated as a holdback amount in the Stock Purchase Agreement
and pledged as a first-priority security interest to iGambit to secure certain obligations contained
in the Stock Purchase Agreement; and
WHEREAS, the Noteholders hold a second-priority security interest, in the Holdback
Stock in accordance with the Security Agreement to secure certain obligations evidenced by the
Notes, subject to the first-priority security interest of iGambit; and
WHEREAS, the Depositors have requested and Xxxxxxx X. Xxxxx of Ayres, Shelton,
Xxxxxxxx, Xxxxxx & Xxxxx, LLC, (the “Escrow Agent”), as evidenced by the execution of this
Agreement, has agreed to serve as Escrow Agent pursuant to and under the terms of this
Agreement; and
WHEREAS, the Noteholders have placed on deposit with the Escrow Agent the
Noteholder Stock to hold until: (1) the obligations secured by the Security Agreement have been
satisfied in full; or (2) Xxxxx and/or ArcMail default on the terms and obligations set forth, or
referenced in, the Security Agreement and Notes.
WHEREAS, the Depositors have placed on deposit with the Escrow Agent the Holdback
Stock to hold until: (1) The requirement that the Holdback Stock be withheld pursuant to the Stock
Purchase Agreement terminates and the obligations secured by Holdback Stock pursuant to the
Security Agreement have been satisfied in full; (2) iGambit becomes entitled to collect the
Holdback Stock pursuant to the Stock Purchase Agreement; or (3) In the event the requirement
that the Holdback Stock be withheld pursuant to the Stock Purchase Agreement has terminated
Xxxxx and/or ArcMail default on the terms and obligations set forth, or referenced in, the Security
Agreement and Notes; and
NOW THEREFORE, the Depositors agree as follows:
1. For the purposes of this Agreement, unless a term is expressly defined in this Agreement,
the defined terms of the Stock Purchase Agreement, the Security Agreement and the Notes, when
used in this agreement, shall have the meaning assigned to the term in the Stock Purchase
Agreement, the Security Agreement and/or the Notes.
2. The Deposit of Noteholder Stock represents common stock issued by iGambit to Xxxxx in
which the Noteholders hold a first-priority security interest, granted by Xxxxx pursuant to the
Security Agreement and intended to secure the performance of the obligations evidenced by the
Notes.
3. The Deposit of Holdback Stock represents common stock issued by iGambit in which
iGambit holds a first-priority security interest, granted by Xxxxx pursuant to the Stock Purchase
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Agreement, intended to indemnify iGambit under the terms of the Stock Purchase Agreement, and
in which the Noteholders hold a second-priority security interest, granted by Xxxxx pursuant to
the Security Agreement and intended to secure the performance of the obligations evidenced by
the Notes.
4. Upon satisfaction of the obligations secured by the Security Agreement and evidenced by
the Notes, the Noteholder Stock shall be released by the Escrow Agent and surrendered to Xxxxx
immediately.
5. Should Xxxxx or ArcMail be in default of any obligations or duties set forth in the Security
Agreement or the Notes, the Noteholder Stock shall be released by the Escrow Agent and
surrendered to the Noteholders immediately.
6. Upon both the termination of the requirement that the Holdback Stock be withheld pursuant
to the Stock Purchase Agreement and the satisfaction of the obligations secured by the Security
Agreement and evidenced by the Notes, the Holdback Stock shall be released by the Escrow Agent
and surrendered to Xxxxx immediately.
7. Should iGambit become entitled to collect the Holdback Stock pursuant to the Stock
Purchase Agreement, the Holdback Stock shall be released by the Escrow Agent and surrendered
to iGambit immediately.
8. In the event the requirement that the Holdback Stock be withheld pursuant to the Stock
Purchase Agreement has terminated, should Xxxxx or ArcMail be in default of any obligations or
duties set forth in the Security Agreement or the Notes, the Noteholder Stock shall be released by
the Escrow Agent and surrendered to the Noteholders immediately
9. The Escrow Agent’s sole responsibility as to the Noteholder Stock shall be for the
safekeeping of the Noteholder Stock, which shall be delivered in the manner and at the time as
specifically authorized and directed herein, and the Escrow Agent shall not be required to deliver
the Noteholder Stock or take any action with reference to any matters which might arise in
connection with the Noteholder Stock except as provided in Sections 4 and 5 above, unless and
until as specified herein or otherwise as mutually requested and mutually authorized to do so in
writing by the Noteholders and then in the manner as directed by said Noteholders.
10. The Escrow Agent’s sole responsibility as to the Holdback Stock shall be for the
safekeeping of the Holdback Stock, which shall be delivered in the manner and at the time as
specifically authorized and directed herein, and the Escrow Agent shall not be required to deliver
the Holdback Stock or take any action with reference to any matters which might arise in
connection with the Holdback Stock except as provided in Sections 6, 7 and 8 above, unless and
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until as specified herein or otherwise as mutually requested and mutually authorized to do so in
writing by the Depositors maintaining security interests in the Holdback Stock at the time of the
request and then in the manner as directed by said Depositors.
11. The recitals are agreed statements of fact and constitute a part of this agreement.
12. The Depositors hereto shall promptly execute all additional instruments and documents
that are required to carry this Escrow Agreement into effect.
13. Time is of the essence in this Escrow Agreement.
14. This Escrow Agreement is for the benefit of the Depositors hereto, their present or future
assigns and their successors.
15. This Escrow Agreement shall not be amended, altered, or changed unless by written
instrument signed by all parties.
16. This Escrow Agreement shall be construed according to the laws of the State of Louisiana.
17. Each Depositor agrees that if further action or execution of documents is reasonably
required by the Escrow Agent to accomplish the objectives and purposes of this Escrow
Agreement, it will take any and all such actions and execute any such documents as are necessary
or appropriate in connection herewith.
18. This Escrow Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the same agreement. It
shall not be necessary that any single counterpart hereto be executed by all parties hereto so long
as at least one counterpart is executed by each party.
19. Regardless of the date of execution by any of the undersigned parties, the Effective Date
of this Agreement shall be November 4, 2015.
IN WITNESS WHEREOF, the undersigned duly authorized representatives of the
Depositors, and the Escrow Agent execute this Agreement, effective as of the Effective Date.
(Signatures on following pages)
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Depositors
The Xxxxxx Trust
By:____________________
Xxxxxx X. Xxxxx, Trustee of
the Xxxxxx Trust
The Succession of Xxxxxx Xxxxx
_______________________
Xxxxxx X. Xxxxx,
Independent Executor of the Succession
of Xxxxxx Xxxxx
Xxxxxxx Xxxxxx Rev. Trust
By: ____________________
Xxxxxxx X. Xxxxxx, Trustee of the
Xxxxxxx Xxxxxx Rev. Trust
Seek Systems, Inc.
By:____________________
_______________________
_______________________
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J. Xxxxxxxx Xxxxxx
_______________________
X. Xxxxxxxx Xxxxxx
Xxxx Properties Limited
By:____________________
_______________________
_______________________
Teekell Investments, L.P./White
Knight Communications, L.P.
By: Its General Partner
_______________________
Xxxxx X. Xxxxxxx
Louisiana Ventures, L.P.
By:____________________
_______________________
_______________________
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Xxxxxxxx Private Equity, LLC
f/k/a Xxxxxxxx Xxxxxx, LLC)
By Xxxxxxxx Xxxxxx Management, Inc.
Its Manager
By:____________________
_______________________
_______________________
Advantage Capital Management Fund, L.L.C.
By:____________________
_______________________
_______________________
Advantage Capital Partners XI Limited Partnership
By:____________________
_______________________
_______________________
Louisiana Technology Fund, L.L.C.
By:____________________
_______________________
_______________________
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Louisiana Technology Fund 2006, L.L.C.
By:____________________
_______________________
_______________________
iGambit, Inc.
By:____________________
_______________________
_______________________
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