EXHIBIT 10.6
STOCK PURCHASE ESCROW AGREEMENT
This Escrow Agreement is made this 21 day of January, 2004, by and
among Xxxxxx Partners LP (herinafter "Buyer"), Cyber Public Relations, Inc.
(hereinafter "Seller") and Harbour, Xxxxx, Xxxxxx & Xxxxxxx, P.C. (hereinafter
the "Escrow Agent").
WITNESSETH:
WHEREAS, Seller, intends to sell to Buyer 2,000,000 shares of its
common stock, $0.001 par value per share (the "Common Stock") for a purchase
price of $1.00 per share, 1,500,000 cashless non-callable A Warrant for the
purchase of the Common Stock exercisable at $1.00 per share, 1,650,000 cashless
and callable B Warrant for the purchase of the Common Stock exercisable at $1.00
per share, 2,000,000 cashless and callable C Warrant for the purchase of the
Common Stock exercisable at $2.00 per share, 1,000,000 cashless and callable D
Warrant for the purchase of the Common Stock exercisable at $4.00 per share, and
1,000,000 cashless and callable E warrant for the purchase of the Common Stock
exercisable at $6.00 per share (such shares of the Common Stock and warrants
hereinafter collectively referred to as the "Units"), and
WHEREAS, Buyer desires to purchase from Seller the Units; and
WHEREAS, the Seller and Buyer have entered into a Stock Purchase
Agreement for the purpose of effectuating the purchase of these Units, dated
January 13, 2004 and amended on January 21, 2004.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE I
Terms of Escrow
1.1 Within three (3) business days after the signing of the Stock
Purchase Escrow Agreement, Seller shall deliver to Escrow Agent:
(a) A certificate representing the shares of the Common STock purchased
hereunder duly endorsed in favor of the Buyer;
(b) Executed Warrants in the name of the Buyer as described in
Attachment A of the Amendment to the Stock Purchase Agreement Amendment.
Escrow Agent shall notify the Buyer and Seller of the number of restricted
shares and warrants it has received into its account.
1.2 Within three (3) business days after the signing of the Stock
Purchase Escrow Agreement, the Buyer shall deliver to the Escrow Agent a check
issued in the name of the Texas Iota Foundation for th eaccount of Harbour,
Xxxxx, Xxxxxx & Xxxxxxx in the sum of $2,000,000 in
immediately available funds. Escrow Agent shall notify the Seller and Buyer of
the amount of funds it has received into its account from the Buyer.
1.3 Once Escrow Agent confirms the validity of the issuance of the
restricted shares and warrants, and upon the clearance of the Buyer's check in
the Escrow account it shall immediately deliver (1) Proceeds to Seller in the
amount of $2,000,000 and (2) the restricted shares and the warrants as defined
above to Buyer per instructions of the Buyer.
ARTICLE II
Miscellaneous
2.1 The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith in accordance with the advice of the Escrow Agent's
counsel; and in no event shall the Escrow Agent be liable or responsible except
for the Escrow Agent's own gross negligence or willful misconduct.
2.2 The Escrow Agent shall be reimbursed by the Seller and Buyer for
any reasonable expenses incurred in the event there is a conflict between the
parties and the Escrow Agent shall deem it necessary to retain counsel.
2.3 The Escrow Agent has no liability hereunder to any party other than
to hold the securities, warrants and funds and to deliver them under the terms
hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent
from and with respect to any suits, claims, actions or liabilities arising in
any way out of this transaction including the obligation to pay for attorneys'
fees and costs to defend any legal action brouth which in any way arises out of
or is related to this escrow.
2.4 The Buyer and Seller warrant to and agree with the Escrow Agent
that, unless otherwise expressly set forth in this Agreement:
(i) there is no security interest in the Securities or any
thereof,
(ii) no financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the Securities
or any part thereof, and
(iii) the Escrow Agent shall have no responsibility at any time to
ascertain wheter or not any security interest exists in the
Securities or any part thereof or to file any financing
statement under the Uniform Commercial Code with respect to
the Securities or any part thereof.
2.5 All notices or other communications required or permitted hereunder
shall be in writing, and shall be sent by facsimile, overnight courier,
registered or certified mail, postage prepaid, return receipt requested, and
shall be deemed received upon receipt therof as follows:
(1) if to Issuer/Seller to:
Cyber Public Relations, Inc.
____________________________
____________________________
____________________________
(2) if to Escrow Agent to:
Xxxxx X. Xxxxx
Harbour, Xxxxx, Xxxxxx & Xxxxxxx
X.X. Xxx 0000
000 X. Xxxxx Xx.
Xxxxxxxx, Xxxxx 00000
(000) 000-0000
(000) 000-0000 facsimile
(3) if to Buyer to:
Xxxxxx Xxxxxx
Xxxxxx Partners LP
000 Xxxxx Xxx., 0xx Xxxxx
Xxx Xxxx, XX 00000
(000) 000-0000
(000) 000-0000 facsimile
2.6 In the event the parties hereto have a dispute, file suit or make a
claim against one another, Escrow Agent shall be entitled to and have the right
to distribute any funds, stock or securities into the registry of a Court and
shall have no further obligations, duties or responsibilities thereafter.
2.7 This Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of the parties hereto.
2.8 The parties agree that if any suit or claim is brought against
Escrow Agent, such suit or claim shall be governed by, interpreted under and
construed and enforced in accordance with the laws of the State of Texas. The
parties consent to and agree that venue shall be mandatory in a Xxxxx Xxxxxxxx
Xxxxx xx Xxxxx Xxxxxx, Xxxxx as against Escrow Agent.
2.9 In the event the parties hereto have a dispute, file suit or make a
claim against one another, Escrow Agent shall be entitled to and have the right
to distribute any funds, stocks, warrants or securities into the registry of a
Court and shall have no further obligations, duties or responsibilities
thereafter.
2.10 The Escrow Agent shall be reimbursed by Seller and Buyer for
reasonable fees and expenses incurred in its capacity as Escrow Agent.
2.11 Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Escrow Agreement as of the 21 day of January, 2004.
XXXXXX PARTNERS LP CYBER PUBLIC RELATIONS, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ signature
--------------------------------- -------------------------------
Xxxxxx Xxxxxx, Managing Partner
HARBOUR, XXXXX, XXXXXX & XXXXXXX, P.C.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
