EXHIBIT 10.2
ESCROW AGREEMENT
ESCROW AGREEMENT
This Escrow Agreement is made and executed by and among Bravo Resources
Ltd., a Nevada corporation, ("BRAVO"), Woize Ltd., a United Kingdom company
("Woize"), St James's Square Nominees Limited, a _____________ (the "Woize
Shareholder"), and Xxxx, Dill, Carr, Xxxxxxxxxx & Xxxxxxxxx, P.C., a Colorado
professional corporation, ("Escrow Agent").
1. APPOINTMENT OF ESCROW AGENT: Bravo, Woize and the Woize Shareholder
hereby appoint Xxxx, Dill, Carr, Xxxxxxxxxx & Xxxxxxxxx, P.C. as Escrow Agent to
hold and disburse the Items of Escrow described below as herein instructed:
2. ITEMS OF ESCROW: The Items of Escrow consist of the following documents:
(A) Two (2) separate common stock share certificates of Bravo each issued
in the name of Woize Ltd. for 6,750,000, which certificates are
referred to hereinafter as the "Bravo Share Certificates.
3. ESCROW INSTRUCTIONS WITH RESPECT TO ITEMS OF ESCROW: Escrow Agent shall
hold the Items of Escrow until the following events shall occur.
(A) Prior to [INSERT A DATE THREE MONTHS AFTER CLOSING], Escrow Agent shall
shall receive a written statement jointly executed by Bravo and the
Woize Shareholder confirming that Bravo has released a new version
of software with at least the following features:
a. Alternative protocol (ILBC or similar), and
b. UK phone numbers, and
c. Name presentation in the client software, and
d. Gateway SIP functionality
upon the receipt of such statement, Escrow Agent shall release to the
Woize Shareholder a Bravo Share Certificate for 6,750,000 shares. If no
such written statement is received by such date, Escrow Agent shall
follow the instructions in ss.3(E) below.
(B) Prior to [INSERT A DATE SIX MONTHS AFTER CLOSING], Escrow Agent shall
shall receive a written statement jointly executed by Bravo and the
Woize Shareholder confirming that Bravo has released a new version of
software with at least the following features:
a. RSS support integrated in the client software, and
b. Pod casting support, and
c. Extended traceability of phone calls, and
d. Extended file transfers, and
e. Multi chat
upon the receipt of such statement, Escrow Agent shall release to the
Woize Shareholder a Bravo Share Certificate for 6,750,000 shares. If no
such written statement is received by such date, Escrow Agent shall
follow the instructions in ss.3(E) below.
(C) At any time, Escrow Agent shall receive a written statement
jointly executed by Bravo and the Woize Shareholder confirming
that BRAVO has added 100,000 or more new customers each of whom
has opened a pre-paid account with, and received a valid telephone
number from, BRAVO; upon the receipt of such statement, Escrow
Agent shall release to the Woize Shareholder a Bravo Share
Certificate for 6,750,000 shares.
(D) Prior to [INSERT THE DATE 24 MONTHS FROM CLOSING DATE OF THE ASSET
PURCHASE], Escrow Agent shall receive a written statement jointly
executed by Bravo and the Woize Shareholder confirming a change of
control of Bravo duly ratified by Bravo's shareholders and board
of directors, (such change of control to include, but not limited
to a merger, a sale of stock or a share, or a sale of all or
substantially all of Bravo's assets), upon the receipt of such
statement, Escrow Agent shall release to the Woize Shareholder,
any remaining unreleased Bravo Share Certificates as a condition
to the closing of such change of control transaction. If no such
written statement is received by such date, Escrow Agent shall
follow the instructions in ss.3(E) below.
(E) On [INSERT THE DATE 24 MONTHS FROM CLOSING DATE OF THE ASSET
PURCHASE], Escrow Agent shall release to the Woize Shareholder any
remaining unreleased Bravo Share Certificates.
Upon performing its duties under this Section 3, this Escrow shall be
considered closed and Escrow Agent shall have no further liability to any of the
parties hereunder.
4. LIMIT OF LIABILITY: Should Escrow Agent, before the close of this Escrow
Agreement, receive or become aware of any conflicting demands or claims with
respect to this escrow or the rights of any of the parties hereto, or to any of
the Items of Escrow deposited hereunder, Escrow Agent shall have the right to
discontinue any and all further acts on its part until such conflict is resolved
to its satisfaction, and it shall have the further right to commence or defend
any action or proceedings for the determination of such conflict. The parties
hereto jointly and severally agree to pay all costs, suffered or incurred by
Escrow Agent in connection herewith or arising out of this escrow including, but
without limitation, a suit in interpleader brought by Escrow Agent. In the event
it files a suit in interpleader, it shall ipso factor be fully released and
discharged from all obligations imposed upon it in this escrow upon depositing
the Items of Escrow with the court in which such action is filed.
[Signature Page to Follow]
ESCROW AGREEMENT
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DATED this day of , 2005.
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BRAVO RESOURCES LTD. WOIZE LTD.
By By
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Xxxxxx Xxxxxx, President [Name, Title]
XXXX XXXX XXXX XXXXXXXXXX ST JAMES'S SQUARE NOMINEES LIMITED
& XXXXXXXXX, P.C.
By By
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Xxxxxx X. XxXxxxxxx [Name, Title]
ESCROW AGREEMENT
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