ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into by
and between GRAND BANK & TRUST OF FLORIDA, having a business office at 0000 Xxxx
Xxxxx Xxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, (the "Escrow Agent") and
SPACE TELECOM, INC. having a business address at 000 Xxxxx Xxxxxx Xxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
PREAMBLE:
WHEREAS, the Company intends to sell with the possible assistance of
certain selected dealers, on a "best efforts" basis, a minimum of 10,000 Shares
and up to a maximum of 1,400,000 Shares of the Company's common stock at a price
of $2.50 per share. The Shares will be offered on a self-underwritten basis for
a period of 12 months commencing on the effective date of the registration
statement filed on Form SB-2.
WHEREAS, the Company desires to make arrangements to escrow the funds
tendered by investors for the purchase of Shares in accordance with its
agreement with said investors in compliance with the requirements of Rule
15(c)(2)(4) promulgated under authority of the Securities Exchange Act of 1934,
as amended; and
WHEREAS, the Escrow Agent has consented to hold all funds tendered by
investors for the purchase of Shares it receives pursuant to the terms and
provisions hereof:
NOW, THEREFORE, the Escrow Agent and the Company agree as follows:
1. From time to time, the Company will deliver checks payable to
the Escrow Agent which will receive and hold funds tendered by investors for the
purchase of Shares. The Escrow Agent shall acknowledge the receipt of the
deposit to the individual investor, upon written request from said investor.
2. The Escrow Agent shall disburse the investors' funds escrowed
hereunder in accordance with the following:
A. If all the Shares have been sold on or before 30
days after the effective date of the registration statement on Form SB-2
(promulgated under authority of the Securities Act of 1933, as amended) filed by
the Company with the Washington, D.C. Office of the Securities and Exchange
Commission (the "Effective Date"), then the Escrow Agent shall tender the
aggregate proceeds in accordance with the written instructions of the Company.
For purposes hereof, the minimum amount of Shares will be deemed to have been
sold upon the delivery to Escrow Agent, pursuant to paragraph 1 above, of no
less than an aggregate of $25,000 in cleared funds which are then on deposit
with and retained by the Escrow Agent, representing sale of the minimum Shares.
In such case, the funds shall be disbursed as directed in writing by the
Company. Thereafter, all investment funds up to the maximum offering may go
directly to the Company.
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B. If Investors' funds have not been previously
disbursed in accordance with the provisions of paragraph 2.A. above, the same
shall be returned to investors within 10 days after written notice by a duly
authorized Company Representative to the Escrow Agent of the "Termination of
Offering." For the purposes hereof, the term "Termination of Offering" shall
mean 365 days from the Effective Date of the Offering by a duly authorized
Company Representative to the Escrow Agent. In order to be effective, the
"written notice" described in this paragraph 2.B. must be received by Escrow
Agent no later than the close of business on the 365th day following the
Effective Date.
3. The Escrow Agent shall retain the escrowed funds in a
non-interest bearing deposit account in its institution and the Company shall be
solely liable for any charges incurred in conjunction with maintenance or
liquidation of this account. The Escrow Agent shall retain a fee of $10,000 upon
the initial disbursement of funds from the escrow account.
4. All funds deposited with the Escrow Agent shall be accepted
subject to final payment. The Escrow Agent may act in reliance upon any writing
or instrument or signature which it, in its sole discretion, believes to be
genuine or which is purported by the transmitting or signing party to be
genuine, and the Escrow Agent shall be entitled to consider any statements or
assertions contained in such writing or instrument to be accurate, genuine and
authorized and may assume that any person purporting to give any writing,
notice, advice or instruction in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable to the parties
hereto or to any other individual or entity, in any manner for the sufficiency
or correctness as to form, manner of execution, or validity of any written
instructions delivered to it, nor as to the identity, authority or rights of any
person executing the same. The duties of the Escrow Agent shall be limited to
the safekeeping of the deposits and to disbursements of same in accordance with
the written instructions described above. The Escrow Agent undertakes to perform
only such duties as are expressly set forth herein, and no implied duties or
obligations shall be read into this Escrow Agreement as against the Escrow
Agent. Upon the Escrow Agent's disbursing the deposit of an investor in
accordance with the provisions hereof, the escrow shall terminate with regard to
said investor's funds and the Escrow Agent shall thereafter be relieved of all
liability thereunder in connection therewith.
5. The Escrow Agent may consult with counsel of its own choice
and shall have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in accordance with the
opinion of such counsel. The Escrow Agent shall otherwise not be liable for any
mistakes of fact or error of judgment, or for any acts or omissions of any kind
unless caused by its willful misconduct or gross negligence. The Escrow Agent
shall be indemnified as provided in the Indemnification Agreement annexed
hereto.
6. In the event of disagreement about the interpretation of this
Escrow Agreement, or about the rights and obligations or the propriety of any
action contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its
sole discretion, file an action in interpleader to resolve the said
disagreement. The Escrow Agent shall be indemnified as provided in the
Indemnification Agreement annexed hereto.
7. The Escrow Agent may resign at any time for any reason upon
the giving of 30 days written notice to the Company. If a notice of appointment
of a lawful successor Escrow Agent is not delivered to Escrow Agent within 30
days after notice of resignation, the Escrow Agent may petition any court of
competent jurisdiction to name a lawful successor Escrow Agent and the Escrow
Agent herein shall be fully relieved of all liability under this Escrow
Agreement to any and all parties, upon the transfer of and accounting for the
escrow deposits to the successor Escrow Agent either designated by the Company
or appointed by the court.
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8. This Agreement shall be construed and enforced according to
the laws of the State of Florida.
9. This Agreement represents the entire agreement between the
parties with respect to the subject matter hereof and shall be binding upon the
parties and their respective successors and assigns.
10. All notices or other communications required or permitted to
be given or made under this Agreement shall be in writing and shall be deemed
given or made when mailed by certified or registered mail, postage prepaid,
return receipt requested, to the Parties at their addresses first above
indicated, or any other address of which prior written notice has been given, to
the attention of _________________, in the case of the Escrow Agent, and with a
copy to Xxxxxxx X. Xxxxxx, P.A., Attention: Xxxxxxx X. Xxxxxx, Esq., 0000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, in the case of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on
this ____ day of ________, 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Grand Bank & Trust of Florida
By:
------------------------------
, President
COMPANY:
Space Telecom, Inc.
By: /s/ Xxxxx xx Xxxxxxx
------------------------------
Xxxxx xx Xxxxxxx, President
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into by and between GRAND BANK & TRUST OF FLORIDA, having a business office at
0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Escrow
Agent") and SPACE TELECOM, INC., a Florida corporation having its principal
place of business at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000
(the "Company").
PREAMBLE:
WHEREAS, the Escrow Agent has agreed to escrow the funds tendered by
investors for purchase of units of the Company's securities, pursuant to an
agreement (the "Escrow Agreement") between the Escrow Agent and Space Telecom,
Inc.; and
WHEREAS, the Escrow Agent has, as a condition to its entry into the
Escrow Agreement, required the Company to enter into this Agreement:
NOW, THEREFORE, in consideration for the Escrow Agents execution of
the Escrow Agreement and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company, intending to be legally
bound, hereby agrees as follows:
TERMS:
1. The Company agrees to indemnify and hold harmless the Escrow
Agent from any claims, demands, causes of action, liabilities, damages or
judgments, including the cost of defending any action against it, together with
any reasonable attorneys' fees of any nature (including attorneys' fees incurred
on appeal) incurred therewith in connection with, arising out of, or related in
any way to, the Escrow Agent's undertakings pursuant to the terms and conditions
of the Escrow Agreement, unless such act or omission is a result of the willful
misconduct or gross negligence of the Escrow Agent.
2. The Escrow Agent shall be indemnified by the Company for all
costs, including reasonable attorneys' fees of any nature (including attorneys'
fees incurred on appeal), in connection with an action in interpleader filed by
the Escrow Agent to resolve any disagreement about the interpretation of the
Escrow Agreement, or about the rights and obligations or the propriety of any
action contemplated by the Escrow Agent under the Escrow Agreement.
3. This Agreement shall be construed and enforced according to
the laws of the State of Florida.
4. This Agreement represents the entire agreement between the
Parties with respect to the subject matter hereof and shall be binding upon the
Parties and their respective successors ad assigns.
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5. All notices or other communications required or permitted to
be given or made under this Agreement shall be in writing and shall be deemed
given or made when mailed by certified or registered mail, postage prepaid,
return receipt requested, to the Parties at their addresses first above
indicated, or any other address of which prior written notice has been given, to
the attention of _________________, in the case of the Escrow Agent, and with a
copy to Xxxxxxx X. Xxxxxx, P.A., Xxxxxxx X. Xxxxxx, Esquire, 0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, in the case of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
___ day of ______________, 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Grand Bank & Trust of Florida
By:
------------------------------
, President
COMPANY:
Space Telecom, Inc.
By: /s/ Xxxxx xx Xxxxxxx
------------------------------
Xxxxx xx Xxxxxxx, President
C:\RPG-1\Space Telecom\Bank EA
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