Exhibit 10.13
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is dated as of the 18th day of
March, 2002, by and between SunTrust Bank ("Escrow Agent") and Easy Money
Holding Corporation, a Virginia corporation ("EMHC").
WHEREAS:
A. EMHC is planning an initial public offering of its common stock (the
"Offering"). The officers and directors of EMHC are planning to sell the
Offering of 100,000 to 2,000,000 shares of EMHC's common stock (the "Shares") at
$2.50 per share. EMHC desires that certain proceeds of the Offering received by
the Escrow Agent from EMHC and designated for deposit pursuant to this Agreement
("Escrow Funds") be placed in an interest bearing account ("Escrow Account").
B. EMHC is willing to deposit the Escrow Funds into the Escrow Account
with Escrow Agent.
NOW THEREFORE, in consideration of the mutual covenants and promises
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. EMHC hereby appoints Escrow Agent and Escrow Agent hereby accepts
its appointment to hold the Escrow Funds in the Escrow Account upon the terms
and conditions as set forth in this Agreement. Upon receipt by EMHC of Escrow
Funds, each deposit of Escrow Funds shall be wired to the wire instructions
below.
2. From such time as the Offering becomes effective and until
termination of the Agreement or resignation or removal of Escrow Agent as set
forth herein, the Escrow Funds shall be deposited in the Escrow Account at
SunTrust Bank. The Escrow Account shall be in the name of EMHC, whose tax
identification number is 00-0000000.
3. Escrow Agent shall hold the Escrow Funds, if and when received by
it, in accordance with the terms of this Agreement. The Escrow Funds shall be
released to EMHC and/or its designated investors in accordance with the written
instructions executed by EMHC. Escrow Agent shall not be responsible for any
delay in the electronic wire transfer of funds.
Escrow Agent shall invest and reinvest the Escrow Funds in the Escrow
Account in the STI Classic US Government Securities money market fund, or in the
STI US Treasury money market fund, or in such other investments as EMHC and
Escrow Agent may mutually agree upon. The Escrow Agent shall not be liable for
any loss or cost associated with these investments.
4. To induce Escrow Agent to act hereunder, it is understood and agreed
by the parties to this Agreement that:
(a) Escrow Agent is not a trustee for any party for any purpose, and is
merely acting as a depository and in a ministerial capacity with the limited
duties set forth in this Agreement.
(b) Escrow Agent has no responsibility in respect of any instruction,
certificate or notice delivered to it or of the Escrow Account other than
faithfully to carry out the obligations undertaken in this Agreement and to
follow the directions in such instruction or notice provided in accordance with
the terms of this Agreement.
(c) Except for matters arising from Escrow Agent's gross negligence or
willful misconduct, Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and may rely upon, and act in accordance with, the
advice of its counsel without liability on its part for any action taken or
omitted in accordance with such advice.
(d) Escrow Agent may conclusively rely upon and act in accordance with
any certificate, instruction, notice, letter, telegram, cablegram, or other
written instrument (including those delivered by facsimile transmission)
believed to be genuine and to have been signed by the property party or parties.
(e) EMHC shall indemnify and hold harmless Escrow Agent and its
officers, directors, agents or employees, from all costs, expenses, liabilities
and obligations which it shall incur in connection with this Agreement. This
Section 4(e) shall survive any termination of this Agreement or the resignation
or removal of Escrow Agent.
(f) Escrow Agent shall not be required to defend any legal proceeding
which may be instituted against it in respect of the subject matter of this
Agreement unless requested to do so by EMHC and indemnified to Escrow Agent's
satisfaction against the cost and expense of such defense. If any such legal
proceedings are instituted against it, Escrow Agent agrees promptly to give
notice of such proceeding to EMHC. Escrow Agent shall not be required to
institute legal proceedings of any kind.
(g) Escrow Agent shall not, by act, delay, omission or otherwise, be
deemed to have waived any right or remedy it may have either under this
Agreement or generally, unless such waiver be in writing, and no waiver shall be
valid unless it is in writing, signed by Escrow Agent, and only to the extent
expressly therein set forth. A waiver by Escrow Agent under the terms of this
Agreement shall not be construed as a bar to, or waiver of, the same or any
other such right or remedy which it would otherwise have on any other occasion.
(h) EMHC may remove Escrow Agent at any time upon prior written notice.
Escrow Agent may resign as such hereunder by giving thirty (30) days written
notice thereof to EMHC. Within ten (10) days after receipt of such notice, EMHC
shall furnish to Escrow Agent written instructions for the release of the Escrow
Account. If Escrow Agent shall not have received such written instructions as
provided above, Escrow Agent
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may petition any court of competent jurisdiction for the appointment of a
successor Escrow Agent and, upon such appointment, deliver the Escrow Funds to
such successor.
(i) EMHC shall pay a fee of $1500 to Escrow Agent for services provided
in connection with this Agreement, which amount will be wired to the Escrow
Agent at the same time as the initial wire of the Escrow Funds described in
Section 1.
5. Each notice, instruction or other certificate required or permitted
by the terms hereof shall be in writing and shall be communicated by personal
delivery, facsimile, or registered mail, return receipt requested, to the
parties hereto at the addresses shown below, or at such other address as such
party may designate in writing.
(i) If to EMHC:
Easy Money Holding Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx
With a copy to:
Xxxxxxxx Xxxxxx
000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Paris, Esq.
(ii) If to Escrow Agent:
SunTrust Bank
Mail Code HDQ 5310
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxxx
All notices, instructions or certificates given hereunder to Escrow Agent shall
be effective upon receipt by Escrow Agent. All notices given hereunder by Escrow
Agent shall be effective and deemed received upon personal delivery or
transmission by facsimile or, if mailed, five (5) calendar days after mailing by
Escrow Agent.
6. Except as otherwise provided in this Agreement, this Agreement may
be modified, altered, amended, canceled or terminated only by the written
agreement of the parties to this Agreement.
7. Unless otherwise terminated by the parties pursuant to this
Agreement, this Agreement shall terminate upon the earlier of the sale by EMHC
of the minimum of
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100,000 Shares in the Offering or 180 days after the effective date of the
Offering, but in no event earlier than the last requested release of Escrow
Funds, as described in Section 3. Within ten days of the effective date of the
Offering, EMHC shall notify the Escrow Agent of the effective date of the
Offering.
8. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia and shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors in
interest and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers on the day and year first above
written.
Easy Money Holding Corporation
By:/s/____________________________
Name: Xxxxx Xxxxxxxxx
Title: President and Chief Executive Officer
Address: 0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Escrow Agent:
SunTrust Bank
By:/s/__________________________
Name: Xxxxx X. Xxxx
Title: Trust Officer
Mail Code HDQ 5310
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Wire instructions:
SunTrust Bank
ABA 000000000
Credit Account Name: Corporate Trust Division
Credit Account Number: 9443001321
Other BNF information: Easy Money Holding
ATTN: Xxxxx X. Xxxx (000) 000-0000
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