EXHIBIT 10.1
ESCROW AGREEMENT BY AND AMONG SEAENA, INC., U.C. LASER LTD.,
AND NEVADA TITLE COMPANY DATED MARCH 31, 2006
ESCROW AGREEMENT
This ESCROW AGREEMENT is executed and effective as of March 31, 2006
(the "EFFECTIVE DATE"), by and among SEAENA, INC., FORMERLY KNOWN AS CRYSTALIX
GROUP INTERNATIONAL, INC., a Nevada corporation ("BUYER"); U.C. LASER LTD., a
company organized under the laws of the State of Israel ("SELLER"); and NEVADA
TITLE COMPANY, a Nevada corporation ("ESCROW HOLDER").
FACTUAL BACKGROUND
A. Buyer and Seller entered into a certain Asset Purchase Agreement
dated December 29, 2005 (the "ASSET PURCHASE AGREEMENT"). Execution and delivery
of this Agreement is a condition to the closing under the Asset Purchase
Agreement.
B. Concurrently with execution and delivery of this Agreement, Buyer
has delivered to Escrow Holder a stock certificate (the "CERTIFICATE")
representing 455,359 shares of Class B preferred stock of Buyer which has been
issued to Seller, subject to the terms and conditions of the Asset Purchase
Agreement and this Agreement. The Certificate is the "INDEMNITY ESCROW DEPOSIT"
as such term is defined in Section 1.1(b) of the Asset Purchase Agreement.
C. The parties desire to agree as set forth below.
AGREEMENT
1. ESCROW. Escrow Holder shall hold the Certificate in escrow subject
to the terms and conditions of this Agreement for a period of ninety (90) days
commencing on the Effective Date. On the 91st day after the Effective Date, if
Escrow Holder has not received written notice of a claim by Buyer against Seller
under Article 7 of the Asset Purchase Agreement ("CLAIM NOTICE"), Escrow Holder
shall deliver the Certificate to Seller by overnight courier to the address
designated for Seller in Section 4 below.
2. PROCEDURE OF CLAIM NOTICE RECEIVED. If, prior to the expiration of
such ninety (90) day period, Escrow Holder has received a Claim Notice:
(a) subject to subsection 2(b), Escrow Holder shall deliver
the Certificate to Buyer at the address designated for Buyer in Section 4 below
on the later of: (i) the 91st day after the Effective Date, or (ii) the 16th day
after receipt of the Claim Notice.
(b) if: (i) Buyer provides to Seller evidence that a copy of
the Claim Notice was provided to Seller in compliance with the provisions of
Section 4 below, and (ii) within fifteen (15) days after the effective date of
such notice of the Claim Notice to Seller (determined as provided in Section 4
below), Escrow Holder received written notice from Seller objecting to such
delivery, then Escrow Holder shall hold the Certificate in escrow pending
further joint written instructions of Seller and Buyer or an order of a court of
competent jurisdiction.
3. FEES AND EXPENSES. Buyer shall be responsible for payment of fees
and expenses of Escrow Holder in connection with this transaction, in the amount
of $1,825 to be paid upon delivery of the Certificate to Escrow Holder.
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4. NOTICES. All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally against written receipt or by facsimile transmission against
facsimile confirmation or sent by internationally recognized overnight courier
prepaid, to the parties at the following addresses or facsimile numbers:
If to Buyer to:
Seaena, Inc., fka Crystalix Group International, Inc.
0000 Xxxxx Xxxxx, Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
United States of America
Facsimile No.: (000) 000-0000
Attn: Xxxxx Xxxx
with a copy (which shall not constitute notice) to:
Xxxxxxx X. Xxxxx
Xxxxx & Xxxxxx L.L.P.
0000 Xxxxxx Xxxxxx Xxxxxxx #0000
Xxx Xxxxx, Xxxxxx 00000
XXX
Facsimile No.: (000) 000-0000
If to Seller to:
U.C. Laser Ltd. X.X.X 000 Xxxxxxx 00000, Xxxxxx
Facsimile No.: _____________
Attn: Xx. Xxxx Xxxxxx, CEO
with copies (which shall not constitute notice) to:
Naschitz, Xxxxxxx & Co.
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxx 00000
Facsimile No.: (000-0) 000-0000
Attn: Xxxxxx X. Amir, Adv.
and
Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
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If to Escrow Holder:
Nevada Title Company
0000 X. Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxx Xxxxxx
All such notices, requests and other communications will (a) if delivered
personally to the address as provided in this Section 4.1, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided for in this Section 4.1, be deemed given upon facsimile confirmation
during ordinary business hours (or on the next Business Day if received outside
of ordinary business hours), and (c) if delivered by overnight courier to the
address as provided in this Section 4.1, be deemed given on the earlier of the
first Business Day following the date sent by such overnight courier or upon
receipt (in each case regardless of whether such notice, request or other
communication is received by any other person to whom a copy of such notice is
to be delivered pursuant to this Section 4.1). Any party from time to time may
change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other
parties hereto.
5. ESCROW HOLDER INDEMNIFICATION. The duties and obligations of Escrow
Holder are only those provided in this Agreement. Escrow Holder shall have no
liability under or duty to inquire into the terms of any other agreement or the
authenticity, validity, form, content, accuracy or effect of any document
related to this Agreement, or required to be deposited into escrow by any party.
Seller and Buyer shall indemnify, defend and hold harmless Escrow Holder from
and against any and all loss, damages, taxes, expenses and liabilities that may
be incurred by Escrow Holder arising out of or in connection with its acceptance
of appointment and performance as an escrow agent under this Agreement,
including the legal costs and expenses of defending itself in connection with
its performance hereunder, except in the case of the Escrow Holder's own gross
negligence.
6. CONFLICTING DEMANDS. If conflicting demands are made upon Escrow
Holder with respect to this Agreement, the parties to this Agreement expressly
agree that Escrow Holder shall have the absolute right to do either or both of
the following: (a) withhold and stop all proceedings in the performance of the
Agreement and await settlement of the controversy by agreement of the parties,
or by a final judgment of an appropriate court; or (b) file a suit in an
appropriate court requiring the parties to interplead and litigate their several
claims among themselves. On the filing of such an interpleader action, Escrow
Holder shall be fully released and discharged from any and all obligations
imposed on it by this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives, all as of the date first written
above.
U.C. Laser Ltd. Seaena, Inc., formerly known as
Crystalix Group International, Inc.
By: By:
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Chairman of the Board Chief Executive Officer
Escrow Holder:
Nevada Title Company,
a Nevada corporation
By:
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Title:
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