EXHIBIT B
FORM OF
ESCROW AGREEMENT
ESCROW AGREEMENT (this "ESCROW AGREEMENT") is made and entered into as
of June [__], 2006, by and among Maverick Oil and Gas, Inc., a Nevada
corporation, with headquarters located at 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx
000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (the "COMPANY"), and the investors listed on
the Schedule of Buyers attached hereto (individually, a "BUYER" and
collectively, the "BUYERS"), and [_____________], a [__________], as escrow
agent (the "ESCROW AGENT"). The Company and the Buyers are sometimes referred to
herein as the "PARTIES".
RECITALS:
WHEREAS, as of January 5, 2006, the Buyers and the Company entered into
a Securities Purchase Agreement (the "PRIOR SECURITIES PURCHASE AGREEMENT"),
pursuant to which the Buyers purchased from the Company and the Company issued
and sold to the Buyers the Securities (as defined in the Prior Securities
Purchase Agreement), including Senior Secured Convertible Debentures (the "PRIOR
DEBENTURES") in the aggregate principal amount of $20,000,000;
WHEREAS, as of the date hereof, the Buyers and the Company are entering
into a Securities Purchase Agreement (the "NEW SECURITIES PURCHASE AGREEMENT"),
pursuant to which the Buyers will purchase from the Company and the Company will
issue and sell to the Buyers the Securities (as defined in the New Securities
Purchase Agreement), including Senior Secured Convertible Debentures (the "NEW
DEBENTURES") in the aggregate principal amount of $10,000,000 (capitalized terms
used in this Escrow Agreement, if not otherwise defined, shall have the meanings
ascribed to them in the New Debentures);
WHEREAS, pursuant to Section 15(e)(ii)(B) of the New Debentures, the
Company has agreed that, upon receipt by the Company or any of its affiliates of
proceeds in connection with the consummation of a Xxxxxxx Shale Property Sale
(as defined in the New Debentures) (the date of any such receipt, a "DEPOSIT
DATE"), the Company shall immediately deposit, in immediately available funds,
all of such proceeds from the Xxxxxxx Shale Property Sale into the escrow
account created hereunder; provided, however, that the Company shall not be
required to deposit into such escrow account any such proceeds that are greater
than an amount in cash equal to the product of (x) 125% and (y) the sum of the
outstanding aggregate principal amount of (1) the Prior Debentures and (2) the
New Debentures (the amount of such product referred to herein as the "DEPOSIT
AMOUNT"); and
WHEREAS, the Escrow Agent is willing to hold and administer the Deposit
Amount and any earnings thereon (together with the Deposit Amount, the "ESCROWED
FUNDS") in escrow in accordance with the terms of this Escrow Agreement, the
Prior Debentures and the New Debentures.
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NOW, THEREFORE, in consideration of the premises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party hereto, it is hereby
agreed by and among the Parties and the Escrow Agent as follows:
1. DEPOSIT OF DEPOSIT AMOUNT. On each Deposit Date, the Company shall
deposit, or shall cause to be deposited, with the Escrow Agent, the Deposit
Amount in cash, by wire transfer of such sum to the account set forth in
Schedule I hereto.
2. DISBURSEMENT OF ESCROWED FUNDS. The Escrow Agent shall release all
or a portion of the Escrowed Funds as follows:
(a) upon receipt by the Escrow Agent of a written notice (a "DEMAND
NOTICE"):
(i) signed by the Company, stating that the Company is entitled
to receipt of the Escrowed Funds, or any portion thereof, in
accordance with the provisions of the Prior Debentures and/or the
New Debentures, and stating with specificity the reasons therefor,
the applicable clause thereof, and the amount of Escrowed Funds, or
portion thereof, to which the Company is entitled, together with
documentary evidence thereof; or
(ii) signed by the Required Holders (as defined below), stating
that the Holders are entitled to receipt of the Escrowed Funds, or
any portion thereof, in accordance with the provisions of the Prior
Debentures and/or the New Debentures, and stating with specificity
the reasons therefor, the applicable clause thereof, and the amount
of Escrowed Funds, or portion thereof, to which the Holders are
entitled, together with documentary evidence thereof;
the Escrow Agent shall promptly deliver a copy of the Demand Notice to
the other Party or Parties, as the case may be (the "OTHER PARTY"). If
the Escrow Agent does not receive, within five (5) Business Days after
delivering the copy of the Demand Notice to the Other Party, a written
notice of a good faith objection (an "OBJECTION") signed by the Other
Party, or if the Escrow Agent shall within such period receive a
written consent signed by the Other Party to the release requested in
the Demand Notice, then the Escrow Agent shall deliver the Escrowed
Funds, or such portion thereof, in accordance with the Demand Notice.
If the Escrow Agent does receive an Objection within such five (5)
Business Day period, then the Escrow Agent shall continue to hold the
Escrowed Funds, or such portion thereof, until otherwise authorized and
directed pursuant to Sections 2(b) or 2(c) below;
(b) upon receipt by the Escrow Agent of joint written instructions
signed by the Company and the Required Holders, in which event the Escrow Agent
shall deliver the Escrowed Funds, or portion thereof, in accordance with such
joint written instructions;
(c) upon receipt by the Escrow Agent of a final and non-appealable
judgment, order, decree or award of a court of competent jurisdiction (a "COURT
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ORDER") or an arbitrators' award (the "ARBITRATORS' AWARD") pursuant to Section
7(d)(ii) hereof, in which event the Escrow Agent shall deliver the Escrowed
Funds, or any portion thereof, in accordance with the Court Order or the
Arbitrators' Award. Any such Court Order shall be accompanied by an opinion of
counsel for the Party or Parties presenting such Court Order, in form and
substance satisfactory to the Escrow Agent, to the effect that such court has
competent jurisdiction and that such Court Order is final and non-appealable; or
(d) upon the Termination Date, in which event the Escrow Agent shall
deliver the Escrowed Funds as directed in writing by the Company, upon receipt
by the Escrow Agent of satisfactory evidence of the occurrence of the
Termination Date.
3. DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.
(a) The Parties acknowledge and agree that the Escrow Agent (i)
shall not be responsible for or bound by, and shall not be required to inquire
into whether any Party is entitled to receive the Escrowed Funds or any portion
thereof pursuant to any other agreement among the Parties, but shall be
obligated only for the performance of such duties as are specifically set forth
in this Escrow Agreement, (ii) may rely on and shall be protected in acting or
refraining from acting upon any written notice, instruction, instrument,
statement, request or document furnished to it hereunder and believed by it in
good faith to be genuine and to have been signed or presented by the proper
person, and shall have no responsibility for determining the accuracy thereof
and (iii) may consult counsel satisfactory to it, and the opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the
Escrow Agent and any of its employees for any action taken or omitted to be
taken by the Escrow Agent or any of the Escrow Agent's employees hereunder,
except in the case of gross negligence or willful misconduct in its capacity as
escrow agent under this Escrow Agreement. The Parties acknowledge that the
indemnity set forth in this Section 3(b) shall survive the resignation or
removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as
escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the
Escrow Agent for its reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred in connection with the preparation and review of this
Escrow Agreement and the performance of its duties and responsibilities
hereunder.
(d) The Escrow Agent may at any time resign as escrow agent
hereunder by giving thirty (30) days' prior written notice of resignation to
each of the Parties. Prior to the effective date of the resignation as specified
in such notice, each of the Parties will issue to the Escrow Agent a written
instruction authorizing delivery of the Escrowed Funds to a substitute Escrow
Agent selected by the Parties. If no successor Escrow Agent is named by the
Parties, the Escrow Agent may apply to a state or federal court of competent
jurisdiction for appointment of a successor Escrow Agent.
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(e) The Escrow Agent does not have and will not have any interest in
the Escrowed Funds, but is serving only as escrow holder, having only possession
thereof.
(f) The Escrow Agent shall not be required to inquire into the
propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent
be required to investigate any other matter or arrangement by and among the
Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due
to, or if it is unable to perform its obligations under the terms of this Escrow
Agreement because of, acts of God, fire, floods, strikes, equipment or
transmission failure due to causes reasonably beyond its control, or other
causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the
Escrow Agent with respect to any and all matters pertinent thereto and no
implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and
the Escrow Agent will direct its directors, officers, employees, representatives
and agents not to, disclose to any person, firm, corporation or entity the
existence of this Escrow Agreement or the transactions contemplated hereby.
4. DISPUTE RESOLUTION. It is understood and agreed that if any dispute
shall arise with respect to the delivery, ownership, right of possession or
disposition of the Escrowed Funds, or any portion thereof, or if the Escrow
Agent shall in good faith be uncertain as to its duties or rights hereunder, the
Escrow Agent shall be authorized, without liability to anyone, to (i) refrain
from taking any action other than to continue to hold the Escrowed Funds pending
receipt of joint written instructions signed by the Company and the Required
Holders or a Court Order or Arbitrators' Award, as the case may be, and
accompanying opinion of counsel pursuant to Section 2(c) hereof or (ii) deposit
the Escrowed Funds with any state or federal court of competent jurisdiction, in
which event the Escrow Agent shall give written notice thereof to each of the
Parties and thereupon the Escrow Agent shall be relieved and discharged from all
further obligations pursuant to this Escrow Agreement. The Escrow Agent may, but
shall be under no duty whatsoever to, institute or defend any legal proceedings
that relate to the Escrowed Funds. The Escrow Agent shall have the right to
retain counsel in case it becomes involved in any disagreement, dispute or
litigation on account of this Escrow Agreement or otherwise determines that it
is necessary to consult counsel.
5. INVESTMENT OF ESCROW FUNDS.
(a) The Escrow Agent shall invest the Escrowed Funds in any of the
following:
(i) obligations issued or guaranteed by the United States of
America or any agency or instrumentality thereof;
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(ii) certificates of deposit of or interest bearing accounts with
national banks or corporations endowed with trust powers, including
the Escrow Agent, having a capital and surplus in excess of
$100,000,000; or
(iii) such other investments as the Company, the Required Holders
and the Escrow Agent may mutually agree upon.
(b) The Escrow Agent shall not be liable to any Party for any losses
resulting from the making or retention of any investment made by it in
accordance with this Escrow Agreement.
(c) Any interest or other income earned on the investment of the
Escrowed Funds shall be the property of the Company and shall be added to and
become part of the Escrowed Funds. Any receipt of interest or other income
earned on the Escrowed Funds shall be subject to withholding regulations then in
force with respect to United States taxes, and the Company shall furnish the
Escrow Agent with such forms and certificates as are required by law.
6. NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Escrow Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
an overnight courier service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:
(a) If to the Company:
Maverick Oil and Gas, Inc.
000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
Attention: Mr. V. Xxx Xxxxxx, CEO
With a copy (for informational purposes only) to:
Xxxxxxx X. Xxxxx, Esq., General Counsel
0000 Xxxxxx Xxxxxx, Xxxxx
0000 Xxxxxxxxxxxx, XX 00000
Telephone: 000 000-0000
Facsimile: 215 569-1822
and to:
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Xxxxx Xxxxx, Xxx.
Xxxxxxxx Ingersoll, PC
0000 Xxxxxx Xxxxxx, 00xx xxxxx
Xxxxxxxxxxxx, XX 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
(b) If to the Escrow Agent:
[______________]
[Address]
Telephone: [______________]
Facsimile: [______________]
Attention: [______________]
(c) If to a Buyer, to its address and facsimile number set forth on
the Schedule of Buyers, with copies to such Buyer's representatives as set forth
on the Schedule of Buyers;
or to such other address and/or facsimile number and/or to the attention of such
other Person as the recipient party has specified by written notice given to
each other party five days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by an
overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively. In addition, a copy of any
notice given by any Party to the Escrow Agent in connection with this Escrow
Agreement shall simultaneously be given to the other Parties in the manner set
forth above.
7. MISCELLANEOUS.
(a) This Escrow Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, written or oral, between the parties hereto
with respect to the subject matter hereof.
(b) This Escrow Agreement may not be amended nor may the observance
of any term of this Escrow Agreement be waived (either generally or in a
particular instance and either retroactively or prospectively), except by an
instrument in writing and signed by the Company, the Required Holders and the
Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement may not
be altered, amended, modified or revoked except by an instrument in writing
executed by the Escrow Agent, the Company and the Required Holders. The waiver
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by any party hereto of a breach of any provision of this Escrow Agreement shall
not operate or be construed as a further or continuing waiver of such breach or
as a waiver of any other or subsequent breach. No failure on the part of any
party hereto to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by any party hereto preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
(c) The terms and conditions of this Escrow Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Escrow Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Escrow Agreement.
(d) (i) Subject to Section 7(d)(ii) below, all questions concerning
the construction, validity, enforcement and interpretation of this Escrow
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Subject to Section 7(d)(ii) below, each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Escrow Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS ESCROW AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.
(ii) Subject solely to the rights of the Escrow Agent set forth
herein (including Section 4 hereof), if any dispute arises between any of the
parties hereto out of or relating to this Escrow Agreement, such dispute shall
be submitted to binding arbitration which, except as provided herein, shall be
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") pursuant to the following procedures:
(A) Any party (or parties, acting jointly) may request
arbitration of a dispute (the "INITIATING Party(ies)") by giving the
other party or parties to such dispute (the "NON-INITIATING
PARTY(IES)", together with the Initiating Party(ies), the "DISPUTING
PARTIES") written notice that specifies the matter sought to be
arbitrated and filing the petition with the AAA. The dispute shall be
submitted before three arbitrators in accordance with the provisions of
Section 7(d)(ii)(B) hereof. No arbitrator shall be related to any
affiliate of the Disputing Parties or have been employed or engaged in
any capacity by the Disputing Parties oar any affiliate of the
Disputing Parties.
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(B) One arbitrator shall be selected by the Initiating Party (or
Initiating Parties, acting jointly, as applicable) and one arbitrator
shall be selected by the Non-Initiating Party (or Non-Initiating
Parties, acting jointly, as applicable) and a third arbitrator shall be
selected by the other two arbitrators so selected (the "INITIAL
ARBITRATORS"). The third arbitrator shall in all cases be a
disinterested former judge of a United States federal court, and who
shall act as chairperson of the arbitration panel.
(C) If the Initial Arbitrators shall in any case fail to choose a
third arbitrator within thirty (30) days after they are chosen, then
upon application of any of the Disputing Parties, such third arbitrator
shall be chosen from the AAA lists of former judges of United States
Courts pursuant to the procedure set forth in Rule 13 of the Commercial
Arbitration Rules. In the event that the Non-Initiating Party(ies) fail
to choose an arbitrator within thirty (30) days following notice of
arbitration specifying the matter to be arbitrated, then the Initiating
Party (or Initiating Parties, acting jointly) may choose two
arbitrators, who shall in turn choose the third arbitrator.
(D) Promptly after the arbitrators' designation, but in no event
later than thirty (30) days thereafter, at a date to be set by the
arbitrators, an arbitration hearing shall be held in New York, New
York. The arbitrators shall allow each of the Initiating Party (or
Initiating Parties, acting jointly) and each of the Non-Initiating
Party (or Non-Initiating Parties, acting jointly), in each others
presence, to present its case, including opening statement, evidence
witnesses, if any, and summation.
(E) During the arbitration proceedings, the Disputing Parties
shall be entitled to all discovery which is available under the Federal
Rules of Civil Procedure and the Local Rules of the United States
District Court for the Southern District of New York (the "SOUTHERN
DISTRICT").
(F) The arbitrators shall not be bound by the rules of evidence
or civil procedure, but rather may consider such writings and oral
presentations as a reasonable businessperson would consider in the
conduct of his or her day-to-day affairs, and may require the Disputing
Parties to submit some or all of their presentation orally or in
written form as the arbitrators may deem appropriate.
(G) The Initiating Party (or Initiating Parties, acting jointly)
on the one hand and the Non-Initiating Party (or Non-Initiating
Parties, acting jointly) on the other hand shall share equally the
costs of arbitration and the arbitrators' fees and shall bear their own
attorneys' fees, except that the arbitrators shall have the discretion
to award the costs of arbitration, arbitrators' fees and attorneys'
fees (collectively, "ARBITRATION EXPENSES") of the Disputing Parties as
the arbitrators see fit, with the express understanding that is the
desire and commercial understanding of all parties hereto that, to the
extent a Disputing Party can be reasonably deemed to be a "prevailing
party" in any arbitration, all other parties to the applicable
arbitration shall bear the cost of such "prevailing party's"
Arbitration Expenses, in such proportion as the arbitrators shall deem
proper, which allocation shall be final, conclusive and binding and
which amounts shall constitute part of any award enforceable hereunder.
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(H) The arbitrators shall make their award in accordance with the
applicable law and based on the evidence presented, and at the request
of either the Initiating Party (or Initiating Parties, acting jointly)
or the Non-Initiating Party (or Non-Initiating parties, acting jointly)
shall include in the award findings of fact and conclusions of law of
the kind which would be required under Rule 52 of the Federal Rules of
Civil Procedure. The award may contain equitable relief, such as
specific performance or orders to take, or refrain from taking, certain
affirmative actions. The arbitrators shall retain jurisdiction after
the award for the purpose of awarding costs and attorneys' fees if the
award is not paid, or orders contained therein complied with, within
thirty (30) days after entry.
(I) The arbitrators shall use their best efforts to make a
decision within thirty (30) days of the date the hearing closes or
submissions are permitted. All of the Disputing Parties shall use their
best efforts to expedite the arbitration proceedings.
(J) The arbitrators shall limit their decision to (1) the matters
identified as being in dispute and (2) any counterclaims alleging
defaults on the part of any of the Initiating Party (or Initiating
Parties, acting jointly) seeking arbitration properly brought during
the course of the arbitration proceedings. The decision of the
arbitrators shall be final, conclusive and binding.
(K) The arbitrators shall act by majority vote, with all
arbitrators present and voting.
(L) If the dispute involves a matter that cannot effectively be
remedied by the payment of damages, or if there be any dispute relating
to the arbitration or the arbitrators that cannot be resolved promptly
by the arbitrators or the AAA, then the Initiating Party (or Initiating
Parties, acting jointly) in such instance may during the pendency of
the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in
the Southern District if such Court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then in
the Supreme Court of the State of New York for the County of New York
("NEW YORK STATE SUPREME"). The arbitration proceedings shall not be
stayed unless so ordered by the court.
(M) The arbitrators' award shall be enforceable in the Southern
District, or in the New York State Supreme, or in any other court of
competent jurisdiction.
(N) In connection with any arbitration proceeding conducted
pursuant to this Section 7(d), the Disputing Parties shall afford each
other a
reasonable opportunity to inspect and copy their books and records, and
shall provide such other information, and access that may reasonably
request related to such arbitration proceeding.
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(O) The dispute, the fact that an arbitration has been commenced,
and the proceedings in and the results of such arbitration shall be
kept confidential by each of the Disputing Parties except to the extent
required by law or reasonably necessary to enforce the terms thereof.
(e) If any provision of this Escrow Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Escrow Agreement
in that jurisdiction or the validity or enforceability of any provision of this
Escrow Agreement in any other jurisdiction.
(f) The headings of this Escrow Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Escrow Agreement.
(g) The language used in this Escrow Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.
(h) This Escrow Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to each other party; provided that a facsimile signature shall be
considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile
signature.
(i) The Escrow Agent is hereby expressly authorized to comply with
and obey any Court Order. In case the Escrow Agent obeys or complies with any
Court Order, the Escrow Agent shall not be liable to any of the Parties or to
any other person, firm, corporation or entity by reason of such compliance,
notwithstanding that any such Court Order may be subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered into
without jurisdiction.
(j) This Escrow Agreement shall terminate and the Escrow Agent shall
have no further duties hereunder upon the distribution of all of the Escrowed
Funds in accordance with the terms of this Escrow Agreement, the Prior
Debentures and the New Debentures.
(k) As used herein, (i) "BUSINESS DAY" means any day other than
Saturday, Sunday or other day on which commercial banks in The City of New York
are authorized or required by law to remain closed, (ii) "REQUIRED HOLDERS"
means the holders of Prior Debentures and New Debentures representing at least a
majority of the aggregate principal amount of the Prior Debentures and the New
Debentures then outstanding and (iii) "TERMINATION DATE" means the date on which
the Prior Debentures and the New Debentures are no longer outstanding.
(l) Whenever the context may require, any pronoun used in this
Escrow Agreement shall include the corresponding masculine, feminine or neuter
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forms, and the singular form of nouns, pronouns and verbs shall include the
plural and vice versa. Unless otherwise stated in this Escrow Agreement, the
terms "herein", "hereof," "hereunder" or similar terms as used in this Escrow
Agreement refer to this entire Escrow Agreement and not to the particular
provision in which the term is used. Unless otherwise stated in this Escrow
Agreement, all references herein to Sections, subsections or other provisions
are references to Sections, subsections or other provisions of this Escrow
Agreement.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date first above written.
COMPANY:
MAVERICK OIL AND GAS, INC.
By: __________________________________
Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date first above written.
BUYERS:
By: ________________________________
Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date first above written.
BUYERS:
By: ________________________________
Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date first above written.
ESCROW AGENT:
[__________________________]
By: __________________________________
Name:
Title:
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SCHEDULE OF BUYERS
BUYER ADDRESS BUYER'S REPRESENTATIVE'S ADDRESS
BUYER AND FACSIMILE NUMBER AND FACSIMILE NUMBER
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SCHEDULE I
ESCROW ACCOUNT
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SCHEDULE II
ESCROW AGENT FEES
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