EXHIBIT NO. 10.7
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into this 4th day of September 2001, by
and between URECOATS INDUSTRIES INC., a Delaware corporation ("Buyer") and
XXXXXXX XXXXXXXXX, XXXXX X. XXXXXX, XXX XXXXXXXXXXX, XXXXXX XXXXXXX and XXXXXX
XXXXXXXX (Collectively, "Sellers") and XXXXX & XxXXXXX, P.A. ("Escrowee").
WHEREAS, Buyer and Sellers have entered into a Stock Purchase Agreement,
effective as of September 1, 2001;
WHEREAS, Section 2 of the Agreement provides for escrowing a portion of the
purchase price and for the disbursement of proceeds from escrow upon the
occurrence of certain events described therein and for the execution of an
escrow agreement;
WHEREAS, the parties are entering into this Escrow Agreement as required by
the Stock Purchase Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEPOSIT.
(a) Escrow. Simultaneous with the execution and delivery of this
Agreement, Escrowee shall have received in escrow from Buyer the sum of Forty-
five Thousand Dollars ($45,000), which sum, together with interest earned
thereon, is referred to herein as the "Funds".
(b) Investment. Escrowee shall invest the Funds in an interest bearing
account with an FDIC-insured bank, as selected or approved in writing by
Escrowee.
2. FUND DISBURSEMENTS. The Funds shall be distributed by Escrowee in
accordance with written instructions signed by Buyer and Sellers.
3. LIMITATION OF OBLIGATION AND RIGHTS. Escrowee shall not be required to
examine, or make inquiry into the purpose and application of any disbursement
from the Escrow.
4. TERMINATION. The Escrow shall terminate upon disbursement, pursuant to
Paragraph 2 of this Agreement, of the entire balance of the Funds.
5. NOTICES. Notices hereunder shall be deemed properly delivered when and if
either (i) personally delivered; or (ii) one (1) business day after deposit with
Federal Express or commercial overnight courier, or (iii) by facsimile to Buyer
or Sellers at the address of each contained in the Stock Purchase Agreement with
a copy to Xxxxx X. Brood, Esq., at his address also contained therein.
6. ESCROWEE OBLIGATION. Buyer and Sellers covenant and agree that, in
performing any of its duties under this Agreement, Escrowee shall not be liable
for any loss, cost, or damages that may occur as a result of serving as Escrowee
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pursuant to this Agreement, except for any loss, costs or damages arising out of
Escrowee's willful default. Accordingly, Escrowee shall not incur any liability
with respect to (a) any action taken or omitted to be taken in good faith with
respect to any questions relating to its duties and responsibilities, or (b) to
any action taken or omitted to be taken in reliance upon any documents,
including any written notice or instruction provided for in this Agreement, not
only as to its due execution and the validity of and effectiveness of its
provisions, but also as to the truth and accuracy of any information contained
therein, which Escrowee shall, in good faith, believe to be genuine, to have
been signed or presented by a proper person or persons, and to conform with the
provisions of this Agreement.
7. DISPUTE. In the event of any dispute hereunder, Escrowee shall be entitled
to interplead the Funds with the County/Circuit Court, as applicable, of Broward
County, Florida, or, in its discretion, retain the Funds in the escrow account
provided for herein until the dispute is resolved by order of Court or
Arbitrator or by agreement of the parties. Xxxxx & XxXxxxx, P.A. shall not be
prohibited from legally representing Buyer in any such dispute notwithstanding
Xxxxx & XxXxxxx, P.A.'s role as Escrowee hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
BUYER: Urecoats Industries Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
SELLERS: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxx Xxxxxxxxxxx
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Xxx Xxxxxxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
ESCROWEE: Xxxxx & XxXxxxx, P.A.
By: /s/ Xxxxxx X. Xxxxx, Esquire
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Xxxxxx X. Xxxxx, Esquire
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