Exhibit 10.3
DEPOSIT ESCROW AGREEMENT
This DEPOSIT ESCROW AGREEMENT ("Agreement") is dated January 24, 2007, by
and among COURTSIDE ACQUISITION CORP., a Delaware corporation ("Purchaser"),
AMERICAN COMMUNITY NEWSPAPERS LLC, a Delaware limited liability company
("Seller"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the
"Deposit Escrow Agent").
WHEREAS, Purchaser and Seller are the parties to an Asset Purchase
Agreement dated as of January 24, 2007 (the "Purchase Agreement"); and
WHEREAS, pursuant to Section 1.8 of the Purchase Agreement, Purchaser and
Seller agreed to enter into this Agreement, pursuant to which Purchaser has
deposited, concurrently with the execution hereof, the sum of $700,000 (the
"Deposit Escrow Principal") in escrow with Deposit Escrow Agent.
NOW THEREFORE, the parties agree as follows:
1. Appointment of Deposit Escrow Agent. (a) Upon the terms and subject to
the conditions set forth in this Agreement, Purchaser and Seller hereby appoint
Deposit Escrow Agent as their agent and custodian to hold, invest and distribute
the Deposit Escrow Principal and interest and earnings thereon (the "Deposit
Escrow Interest," and with the Deposit Escrow Principal, collectively, the
"Deposit Escrow Funds") in accordance with this Agreement, and Deposit Escrow
Agent hereby accepts such appointment and agrees to perform all duties expressly
set forth in this Agreement. Notwithstanding anything to the contrary contained
herein, all Deposit Escrow Interest shall be held in escrow by Deposit Escrow
Agent in accordance with the terms of this Agreement and distributed as provided
for in Sections 3(a) through 3(f), below, as appropriate.
(b) Deposit Escrow Agent agrees to accept delivery of, hold and
disburse the Deposit Escrow Funds in accordance with the terms and conditions of
this Agreement. Deposit Escrow Agent hereby acknowledges receipt thereof.
2. Termination of Agreement. The Deposit Escrow Funds shall continue in
existence during the period from the date hereof to the earliest to occur of (a)
the disbursement or release of the entire amounts of the Deposit Escrow Funds by
Deposit Escrow Agent in accordance with the terms hereof and (b) payment of the
entire amount of the Deposit Escrow Funds into a court of competent jurisdiction
in accordance with Sections 5(f) or (g).
3. Payment of Deposit Escrow Principal.
(a) Payment upon Closing. In connection the closing of the
transactions contemplated by the Purchase Agreement, Purchaser shall instruct
Deposit Escrow Agent in writing (i) to pay the Deposit Escrow Principal to the
account designated by Seller pursuant to the Purchase Agreement (which account
shall be
specified in the instruction from Purchaser to Deposit Escrow Agent) and (ii) to
pay the Deposit Escrow Interest to the account of Purchaser (or its designee)
specified in the instruction. Such payments shall be made by wire transfers of
immediately available funds.
(b) Termination Payment to Purchaser. Upon the occurrence of an event
specified in Section 8.3(a) of the Purchase Agreement requiring the payment to
Purchaser of all or part of the Deposit Escrow Principal, Purchaser may instruct
Deposit Escrow Agent to make payment to it of the amount of the Deposit Escrow
Principal to be paid to it by means of an Instruction Notice, substantially in
the form attached hereto as Exhibit A, delivered to Deposit Escrow Agent (with a
copy to Seller). Such Instruction Notice shall specify (i) the sub-paragraph of
Section 8.3(a) of the Purchase Agreement under which it claims it is entitled to
receive such payment and (ii) if less than all of the Deposit Escrow Principal
is to be paid to Purchaser, the amount to be so paid. Purchaser also shall
deliver to Deposit Escrow Agent (with a copy to Seller), concurrently with its
delivery to Deposit Escrow Agent of the Instruction Notice, a certification as
to the date on which the Instruction Notice was delivered to Seller. Unless a
Dispute Notice is issued by Seller in accordance with Section 3(d), Deposit
Escrow Agent shall pay to Purchaser, upon the expiration of the 30-day period
referred to in Section 3(d), and Purchaser's written request, the amount of
Deposit Escrow Principal specified in the Instruction Notice together with
Deposit Escrow Interest attributable to such amount (as specified in the
Instruction Notice).
(c) Termination Payment to Seller. Upon the occurrence of an event
specified in Section 8.3(b) of the Purchase Agreement requiring the payment to
Seller of all or part of the Deposit Escrow Principal, Seller may instruct
Deposit Escrow Agent to make payment to it of the amount of the Deposit Escrow
Principal to be paid to it by means of an Instruction Notice delivered to
Deposit Escrow Agent (with a copy to Purchaser). Such Instruction Notice shall
specify (i) the sub-paragraph of Section 8.3(b) of the Purchase Agreement under
which it claims it is entitled to receive such payment and (ii) if less than all
of the Deposit Escrow Principal is to be paid to Seller, the amount to be so
paid. Seller also shall deliver to Deposit Escrow Agent (with a copy to
Purchaser), concurrently with its delivery to Deposit Escrow Agent of the
Instruction Notice, a certification as to the date on which the Instruction
Notice was delivered to Purchaser. Unless a Dispute Notice is issued by
Purchaser in accordance with Section 3(d), Deposit Escrow Agent shall pay to
Seller, upon the expiration of the 30-day period referred to in Section 3(d),
and Seller's written request, the amount of Deposit Escrow Principal specified
in the Instruction Notice together with Deposit Escrow Interest attributable to
such amount (as specified in the Instruction Notice).
(d) Dispute. If, upon delivery by either Purchaser or Seller of an
Instruction Notice, the other party disputes the amount of the Deposit Escrow
Principal that is to be delivered to the delivering party, it shall give a
notice to Deposit Escrow Agent (with a copy to the other party), substantially
in the form attached hereto as Exhibit B (a "Dispute Notice"), within 30 days
following the date of delivery of the Instruction Notice (as specified in
certification delivered by the other party pursuant to Section 3(a) or Section
3(b), above) specifying the amount of the Deposit Escrow Principal that it
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claims the delivering party is entitled to receive. Upon issuance of a Dispute
Notice, Purchaser and Seller shall attempt to resolve such dispute. If such
dispute is not resolved within 30 days after the Dispute Notice has been
delivered, either Seller or Purchaser may initiate an arbitration proceeding to
resolve such dispute in accordance with Section 3(e).
(e) Arbitration Award. Any dispute between Purchaser and Seller as to
whether or not a party is entitled to payment of Deposit Escrow Funds hereunder,
or the amount thereof, shall be resolved by arbitration in accordance with the
provisions of Section 10.12 of the Purchase Agreement. If the arbitrators in any
such proceeding make a monetary award of Deposit Escrow Funds to either
Purchaser or Seller then the party so awarded shall deliver to Deposit Escrow
Agent a written certificate in substantially the form of Exhibit C attached
hereto, instructing Deposit Escrow Agent to deliver to Purchaser or Seller, as
applicable, Deposit Escrow Principal in the amount of such award. Such
certificate shall state the amount of the Deposit Escrow Principal that Deposit
Escrow Agent shall deliver and be accompanied by a true, correct and complete
copy of the award. Deposit Escrow Agent shall deliver the stated amount of
Deposit Escrow Principal (together with the portion of Deposit Escrow Interest
attributable to such amount, as specified in the certificate) to Purchaser or
Seller, as applicable, on the tenth (10th) business day after it receives such
certificate.
(f) Resolution by Mutual Agreement. If Purchaser and Seller mutually
agree that a payment should be made from the Deposit Escrow Funds, then
Purchaser and Seller shall deliver to Deposit Escrow Agent a written certificate
in substantially the form of Exhibit D attached hereto, instructing Deposit
Escrow Agent to deliver to the specified party or parties, the amount of Deposit
Escrow Funds as mutually agreed upon by Purchaser and Seller. Such certificate
shall state the amount of Deposit Escrow Funds that Deposit Escrow Agent shall
deliver to each specified party and the date upon which such delivery shall be
made. Deposit Escrow Agent shall deliver the stated amount of Deposit Escrow
Funds to the specified party or parties, in accordance with such certificate.
4. Cooperation. Deposit Escrow Agent, Purchaser and Seller shall cooperate
in all respects with one another in the calculation of any amounts determined to
be payable to Purchaser and Seller in accordance with this Agreement and in
implementing the procedures necessary to effect such payments.
5. Duties; Liabilities.
(a) Deposit Escrow Agent hereby accepts its obligations under this
Agreement, and represents that it has the legal power and authority to enter
into this Agreement and to perform its obligations hereunder. Deposit Escrow
Agent agrees that all Deposit Escrow Funds held by Deposit Escrow Agent under
this Agreement shall be segregated from all other property held by Deposit
Escrow Agent, shall be designated under the account name "Courtside Deposit
Escrow Account" and otherwise be identified as being held in connection with
this Agreement. Segregation may be accomplished by appropriate identification on
the books and records of Deposit Escrow Agent. Deposit
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Escrow Agent agrees that its documents and records with respect to the
transactions contemplated by this Agreement shall be available for examination
by authorized representatives of Purchaser and Seller. Deposit Escrow Agent
agrees to deliver to Purchaser and Seller written statements not less than
quarterly summarizing any activity with respect to the Deposit Escrow Funds
(including all Deposit Escrow Interest) and detailing the balance thereof.
Deposit Escrow Agent undertakes to perform only such duties as are expressly set
forth herein. It is understood that Deposit Escrow Agent is not a trustee or
fiduciary and is acting hereunder merely in a ministerial capacity.
(b) Deposit Escrow Agent shall invest and reinvest the Deposit Escrow
Funds in a JPMorgan Chase Money Market Checking Account, or in such other
investments as Purchaser and Seller may from time to time mutually agree upon in
writing executed by Purchaser and Seller and delivered to Deposit Escrow Agent.
All investments of the Deposit Escrow Funds shall be held by, or registered in
the name of, Deposit Escrow Agent or its nominee.
(c) Deposit Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and in the exercise of its own best judgment, and
may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by
Deposit Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by Deposit Escrow Agent to be genuine and
to be signed or presented by the proper person or persons. Deposit Escrow Agent
shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing
delivered to Deposit Escrow Agent signed by the proper party or parties and, if
the duties or rights of Deposit Escrow Agent are affected, unless it shall have
given its prior written consent thereto.
(d) Deposit Escrow Agent's sole responsibility upon receipt of any
notice requiring any payment pursuant to the terms of this Agreement, whether by
virtue of joint resolution, arbitration or determination of a court of competent
jurisdiction, is to pay the amounts specified in such notice, and Deposit Escrow
Agent shall have no duty to determine the validity, authenticity or
enforceability of any specification or certification made in such notice. In the
event fund transfer instructions are given (other than in writing at the time of
the execution of this Agreement), whether in writing, by telecopier or
otherwise, Deposit Escrow Agent is authorized to seek confirmation of such
instructions by telephone call-back to the person or persons designated on
Schedule 1 attached hereto, and Deposit Escrow Agent may rely upon the
confirmations of anyone purporting to be the person or persons so designated.
The persons and telephone numbers for call-backs may be changed only in writing
actually received and acknowledged by Deposit Escrow Agent.
(e) Deposit Escrow Agent may consult with counsel of its own choice
and shall have full and complete authorization and indemnification under Section
5(h), below, for any action taken or suffered by it hereunder in good faith and
in accordance with the opinion of such counsel.
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(f) Deposit Escrow Agent may resign at any time and be discharged from
its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter
provided. Such resignation shall become effective at such time that Deposit
Escrow Agent shall turn over the Escrow Fund to a successor escrow agent
appointed jointly by Purchaser and Seller. If no new escrow agent is so
appointed within the 60 day period following the giving of such notice of
resignation, Deposit Escrow Agent may deposit the Escrow Fund with any court in
the Southern District of New York it deems reasonably appropriate.
(g) In the event of a dispute between the parties as to the proper
disposition of the Escrow Fund, Deposit Escrow Agent shall be entitled (but not
required) to deliver the Escrow Fund into the United States District Court for
the Southern District of New York and, upon giving notice to Purchaser and
Seller of such action, shall thereupon be relieved of all further responsibility
and liability; provided, however, that any such action of interpleader shall not
be deemed to modify the manner in which Deposit Escrow Agent is entitled to make
disbursements of the Deposit Escrow Funds as set forth in this Agreement other
than to tender the Deposit Escrow Funds into the registry of such court.
(h) Deposit Escrow Agent shall be indemnified and held harmless by
Purchaser from and against any expenses, including counsel fees and
disbursements, or loss suffered by Deposit Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of
Deposit Escrow Agent hereunder, or the Escrow Fund held by it hereunder, other
than expenses or losses arising from the gross negligence or willful misconduct
of Deposit Escrow Agent. Promptly after the receipt by Deposit Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, Deposit Escrow Agent shall notify the other parties hereto in
writing. In the event of the receipt of such notice, Deposit Escrow Agent, in
its sole discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow Fund or it
may deposit the Escrow Fund with the clerk of any appropriate court and be
relieved of any liability with respect thereto or it may retain the Escrow Fund
pending receipt of a final, non-appealable order of a court having jurisdiction
over all of the parties hereto directing to whom and under what circumstances
the Escrow Fund are to be disbursed and delivered.
(h) Deposit Escrow Agent shall be entitled to reasonable compensation
from Purchaser for all services rendered by it hereunder. Deposit Escrow Agent
shall also be entitled to reimbursement from Purchaser for all expenses paid or
incurred by it in the administration of its duties hereunder including, but not
limited to, all counsel, advisors' and agents' fees and disbursements and all
taxes or other governmental charges.
(i) From time to time on and after the date hereof, Purchaser and
Seller shall deliver or cause to be delivered to Deposit Escrow Agent such
further documents and instruments and shall do or cause to be done such further
acts as Deposit Escrow Agent shall reasonably request to carry out more
effectively the provisions and
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purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.
(j) Notwithstanding anything herein to the contrary, Deposit Escrow
Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.
6. No Implied Duties. This Agreement expressly sets forth all the duties of
Deposit Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this Agreement against Deposit
Escrow Agent. Deposit Escrow Agent shall not be bound by the provisions of any
agreement among the parties hereto except this Agreement and shall have no duty
to inquire into the terms and conditions of any agreement made or entered into
in connection with this Agreement, including, without limitation, the Purchase
Agreement.
7. Successors; Amendments. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective heirs, successors, assigns and
legal representatives and shall be governed by and construed in accordance with
the law of New York applicable to contracts made and to be performed therein.
This Agreement cannot be changed or terminated except by a writing signed by
Purchaser, Seller and Deposit Escrow Agent.
8. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed given if given by hand or delivered by
nationally recognized overnight carrier, or if given by telecopier and confirmed
by mail (registered or certified mail, postage prepaid, return receipt
requested), to the respective parties as follows:
A. If to Purchaser, to it at:
Courtside Acquisition Corp.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212-651-5050
Attention: Xxxxxxx X. Xxxxxxxxx
with a copy to:
Xxxxxxxx Xxxxxx
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxx Xxxxxx, Esq.
Telecopier No.: 000-000-0000
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B. If to Seller, to it at:
American Community Newspapers LLC
c/o Spire Capital Partners LLC
00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopier No.:
with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Telephone No.: 000 000-0000
Telecopier No.: 212 768-6800
C. If to Deposit Escrow Agent, to it at:
Continental Stock Transfer & Trust Company
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopier No.: 212-509-5150
or to such other person or address as any of the parties hereto shall specify by
notice in writing to all the other parties hereto.
9. Miscellaneous.
(a) None of the parties may assign this Agreement or its rights or
obligations hereunder, in whole or in part, voluntarily or by operation of law,
without the written consent of the other parties, and any attempted assignment
without such consent shall be void and without legal effect.
(b) There are no third-party beneficiaries of this Agreement. Nothing
contained in this Agreement shall be deemed to confer upon any other person or
entity other than the parties hereto any right or remedy under or by reason of
this Agreement.
(c) No waiver by any party of any of the provisions hereof shall be
effective unless expressly set forth in writing and executed by the party so
waiving. The waiver by any party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.
(d) This Agreement (including the exhibits and schedules attached
hereto), together with the Purchase Agreement, supersedes all prior agreements
among the parties with respect to its subject matter and constitutes a complete
and exclusive statement of the terms of the agreement among the parties with
respect to its subject
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matter. There have been and are no agreements, representations or warranties
among the parties other than those set forth or provided for in this Agreement,
the Purchase Agreement and the other agreements and documents contemplated
thereby. This Agreement is not intended to modify, and shall not be construed as
modifying the Purchase Agreement.
(e) If any provision of this Agreement or the application thereof to
any person or circumstance shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof, or
the application thereof to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby and shall be
valid and enforceable to the fullest extent permitted by applicable law.
(f) The headings of the sections and subsections of this Agreement are
for ease of reference only and do not evidence the intentions of the parties.
(g) This Agreement may be executed by facsimile signature pages and in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(h) Capitalized terms used herein that are not otherwise defined
herein shall have the meanings ascribed to them in the Purchase Agreement.
[Signatures Continued on Following Page]
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
COURTSIDE ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive
Officer
AMERICAN COMMUNITY NEWSPAPERS LLC
By: /s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Chief Executive Officer
ESCROW AGENT
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
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SCHEDULE 1
AUTHORIZED SIGNATORIES
For Purchaser, the following persons, with the titles and specimen signatures
shown below:
Name Title Specimen Signature Telephone Number
-------------------- -------------------- ------------------ ----------------
Xxxxxxx X. Xxxxxxxxx Authorized Signatory __________________
Authorized Signatory __________________
For Seller, the following persons, with the titles and specimen signatures shown
below:
Name Title Specimen Signature Telephone Number
-------------------- -------------------- ------------------ ----------------
Authorized Signatory __________________
Authorized Signatory __________________
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EXHIBIT A
INSTRUCTION NOTICE
TO: ___________
This Instruction Notice is issued pursuant to that certain Deposit Escrow
Agreement, dated as of __________ __, 2007, Courtside Acquisition Corp., a
Delaware corporation ("Purchaser"), American Community Newspapers LLC, a
Delaware limited liability company ("Seller"), and you, as Deposit Escrow Agent.
Capitalized terms used but not otherwise defined in this Instruction Notice
shall have the meanings ascribed to them in the Deposit Escrow Agreement.
The undersigned hereby certifies that, pursuant to Section ___ [specify
either Section 8.3(a) or 8.3(b) and applicable paragraph thereof] of the
Purchase Agreement, it has a good faith belief that it is entitled to receive
Deposit Escrow Principal in the amount of $_______________ under the Deposit
Escrow Agreement.
Accordingly, you are hereby instructed to distribute, on the thirtieth
(30th) day after your receipt of this Instruction Notice, the sum of
$_______________ from the Deposit Escrow Principal and $ _________ from the
Deposit Escrow Interest to the undersigned by wire transfer to the following
account:
Bank: _______________________________
Account: ____________________________
Routing Number: _____________________
A copy of this Instruction Notice has been given to [Seller/Purchaser] in
accordance with the applicable provisions of the Deposit Escrow Agreement.
Dated: _____________, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
-or-
SELLER
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
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EXHIBIT B
DISPUTE NOTICE
TO: ___________
This Dispute Notice is issued pursuant to that certain Deposit Escrow
Agreement, dated as of __________ __, 2007, among Courtside Acquisition Corp., a
Delaware corporation ("Purchaser"), American Community Newspapers LLC, a
Delaware limited liability company ("Seller"), and you, as Deposit Escrow Agent.
Capitalized terms used but not otherwise defined in this Dispute Notice shall
have the meanings ascribed to them in the Deposit Escrow Agreement.
The undersigned hereby object to the claim for Deposit Escrow Principal
that [Seller/Purchaser] asserted in the amount of $__________ and/or the Claim
for Deposit Escrow Interest so asserted in the amount of $________ under that
certain Instruction Notice, dated ________ __, 200_, delivered by
[Purchaser/Seller] to you.
[Seller/Purchaser] disputes such claim in [whole][part]. The material facts
and circumstances of such dispute are summarized on Schedule I attached hereto.
Accordingly, you are hereby instructed [to deliver $_______________ of such
amount to [Purchaser/Seller], together with accrued Deposit Escrow Interest
thereon and not to deliver $__________ of Deposit Escrow Principal or any
Deposit Escrow Interest accrued thereon to any person].
A copy of this Dispute Notice has been given to [Purchaser/Seller] in
accordance with the applicable provisions of the Deposit Escrow Agreement.
Dated: _____________, 200_.
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
-or-
PURCHASER
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title:
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EXHIBIT C
ARBITRATION AWARD
CERTIFICATE
TO: ___________
This Certificate is issued pursuant to that certain Deposit Escrow
Agreement, dated as of __________ __, 2007, among Courtside Acquisition Corp., a
Delaware corporation ("Purchaser"), American Community Newspapers LLC, a
Delaware limited liability company ("Seller"), and you, as Deposit Escrow Agent.
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Deposit Escrow Agreement.
The undersigned [Purchaser/Seller, as applicable] hereby certifies that (a)
it has received an arbitration award ("Award") in its favor pursuant to the
Deposit Escrow Agreement; (b) a true, correct and complete copy of the Award
accompanies this Certificate; and (c) pursuant to the Award, it is entitled to
receive Deposit Escrow Principal in the amount of $_______ and Deposit Escrow
Interest in the amount of $_______ under the Deposit Escrow Agreement.
Accordingly, you are hereby instructed to distribute [immediately] [on
________ __, 200__] $__________ of Deposit Escrow Principal and $________
Deposit Escrow Interest to the undersigned [Purchaser/Seller, as applicable] by
wire transfer of immediately available funds to the following account:
Bank: _______________________________
Account: ____________________________
Routing Number: _____________________
A copy of this Certificate has been given to the other parties to the
Escrow Agreement in accordance with the applicable provisions of the Deposit
Escrow Agreement.
Dated: _______________, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
-or-
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
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EXHIBIT D
MUTUALLY AGREED DISTRIBUTION OF DEPOSIT ESCROW FUNDS
CERTIFICATE
TO: ___________
This Certificate is issued pursuant to that certain Deposit Escrow
Agreement, dated as of __________ __, 2007, among Courtside Acquisition Corp., a
Delaware corporation ("Purchaser"), American Community Newspapers LLC, a
Delaware limited liability company ("Seller"), and you, as Deposit Escrow Agent.
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Deposit Escrow Agreement.
Purchaser and Seller have agreed that $_______ of the Deposit Escrow Funds
are to be delivered to [Purchaser/Seller, as applicable].
Accordingly, you are hereby instructed to distribute [immediately] [on
_______ __, 200__] $___________ from the Deposit Escrow Funds to
[Purchaser/Seller, as applicable] by wire transfer of immediately available
funds to the following account:
Bank: _______________________________
Account: ____________________________
Routing Number: _____________________
Dated: _______________, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
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