ESCROW AGREEMENT
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This Escrow Agreement, dated as of December ___, 1998, is entered into by
and among Euronet Services, Inc., a Delaware corporation (the "Buyer"), Xxxx
Xxxxxxxxxx ("Xxxxxxxxxx"), Xxxxx Xxxxxxx ("Xxxxxxx"), Xxxxxx X. Xxxxxxxx
("Xxxxxxxx"), Xxxxxx Xxxxx ("Xxxxx") and Xxxxx Xxxxx ("Xxxxx") each in his
capacity as a representative of the shareholders of Arkansas Systems, Inc., an
Arkansas corporation (the "Company"), identified on Schedule 1 attached hereto
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and made a part hereof (collectively, the "Shareholders" and Chamberlin,
Hendren, Xxxxxxxx, Xxxxx and Xxxxx collectively in such representative capacity,
and their successors as provided herein, the "Shareholders' Representative
Committee"), and Mercantile Trust Company, N.A. in its capacity as an escrow
agent hereunder (in such capacity, the "Escrow Agent"). Capitalized terms used
in this Agreement and not otherwise defined herein shall have the meaning
ascribed thereto in the "Merger Agreement" (as defined below).
W I T N E S S E T H:
WHEREAS, the Buyer, AE Merger Corp., an Arkansas corporation and a wholly-
owned subsidiary of the Buyer ("Merger Sub"), the Company and each member of the
Shareholders' Representative Committee entered into that certain Agreement of
Merger dated as of November 3, 1998 (the "Merger Agreement") pursuant to which
the Buyer has agreed to acquire the business of the Company through the merger
of Merger Sub with and into the Company (the "Merger"), with the Company as the
surviving corporation in the Merger;
WHEREAS, $6,000,000 (the "Initial Escrowed Cash") of the consideration to
be received by the Shareholders pursuant to the Merger Agreement is required to
be deposited in escrow pursuant to the Merger Agreement to provide for (i) a
possible adjustment to the Purchase Price for Damages to be paid from the Escrow
Account as provided in the Merger Agreement, (ii) the payment of certain costs
and expenses of the Company and the Shareholders as set forth in Section 7.4 of
the Merger Agreement; and (iii) certain other post-closing payments to the
Shareholders and/or the Buyer as set forth in the Merger Agreement; and
WHEREAS, as set forth in Article XIV of the Merger Agreement, Chamberlin,
Hendren, Xxxxxxxx, Xxxxx and Xxxxx have been authorized, appointed and directed
to act as the Shareholders' Representative Committee and to make any and all
decisions to be made and to take or omit any and all actions which may be made
or taken by the Shareholders under the Merger Agreement and this Agreement,
including, without limitation, the authority to act on behalf of the
Shareholders with respect to the Escrowed Funds (defined below);
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. The following capitalized terms shall have the
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meanings specified in this Section 1. Other capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed to such terms in the
Merger Agreement.
"Aggregate Set Aside Amount" shall mean the aggregate of each Set Aside
Amount subject to an outstanding unresolved Dispute.
"Available Escrowed Funds" shall mean for the period commencing on the date
of this Agreement and ending on and including June 29, 2000, the amount equal to
the Escrowed Funds minus the sum of the Aggregate Set Aside Amount and the Year
2000 Reserve. After June 29, 2000, "Available Escrowed Funds" shall mean the
amount equal to the Escrowed Funds minus the Aggregate Set Aside Amount.
"Closing Balance Sheet Adjustment" shall mean the difference between (i)
the Net Working Capital Payment and (ii) the Estimated Net Working Capital
Payment. If such amount is positive, such adjustment shall be in favor of the
Shareholders, and if such amount is negative, such adjustment shall be in favor
of the Buyer.
"Dispute" shall mean any dispute arising out of, pertaining to or in
connection with the release of the Escrowed Funds.
"Escrow Account" shall mean the trust account established pursuant to this
Agreement, and identified in Section 3, to be held, invested, administered, and
disbursed as provided herein.
"Escrowed Funds" shall mean the Initial Escrowed Cash and any other funds
deposited in the Escrow Account together with all investments and reinvestments
thereof and all interest, profits and other earnings accumulated thereon
("Income") and proceeds therefrom, less any distributions made from time to time
from the Escrow Account hereunder in accordance with the terms of this
Agreement.
"Initial Escrowed Cash" shall mean the initial $6,000,000 deposit to the
Escrow Account to be made by Buyer upon the Closing of the Merger as provided
herein and in the Merger Agreement.
"Post-Closing Deposit" shall mean the remaining unpaid amount, if any, of
the Purchase Price to be paid by Buyer pursuant to the Merger Agreement,
determined in the manner contemplated by Section 7.5 of the Merger Agreement.
"Set Aside Amount" shall mean the amount set aside by the Escrow Agent with
respect to any Dispute. The Set Aside Amount with respect to a Dispute shall
equal the lesser of (i) the portion of the Escrowed Funds sufficient to pay the
Damages (less any applicable Threshold) relating to such Dispute in full
[determined by mutual agreement of the Buyer and the Shareholders'
Representative Committee, or in the absence of agreement by arbitration as set
forth in Section 14(c) hereof] or (ii) the balance of the Escrowed Funds as of
the date such set aside occurs.
"Year 2000 Reserve" shall mean $200,000.
SECTION 2. APPOINTMENT. The Escrow Agent agrees to act as the escrow
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agent as set forth herein, and as such escrow agent to receive, invest and
dispose of all of the Escrowed Funds on deposit, from time to time, in the
Escrow Account as provided herein. The Escrow Agent agrees
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that it shall hold all of the Escrowed Funds on deposit, from time to time, in
the Escrow Account in trust pursuant to the terms and conditions of this
Agreement.
SECTION 3. ESTABLISHMENT AND MAINTENANCE OF ESCROW ACCOUNT.
-----------------------------------------------
(a) On the date hereof, the Buyer shall pay or cause Merger Sub to pay to
the Escrow Agent, the Initial Escrowed Cash by wire transfer of immediately
available funds in U.S. dollars. Upon receipt of the Initial Escrowed Cash, the
Escrow Agent shall establish on its books at the office of the Escrow Agent, a
trust account for the purposes contemplated hereby entitled the "ARKSYS-Euronet
Escrow Account (the "Escrow Account").
(b) Within ten (10) Business Days after the final determination of Net
Working Capital in the Closing Balance Sheet, either (i) Buyer shall pay to the
Escrow Agent any Closing Balance Sheet Adjustment in favor of the Shareholders,
plus interest at a rate equal to the lesser of (A) eight percent (8%) per annum
or (B) the average rate of return earned on the Escrowed Funds from the date of
receipt of the Initial Escrowed Cash to the date of payment by Buyer of any such
Closing Balance Sheet Adjustment, or (ii) the Escrow Agent shall pay to the
Buyer any Closing Balance Sheet Adjustment in favor of the Buyer (plus
applicable Income earned thereon as set forth in Section 9), in each case
pursuant to a written instruction letter signed by the Buyer and the
Shareholders' Representative Committee. Upon written notice from the
Shareholders Representative Committee, the Escrow Agent shall distribute to the
Shareholders an amount equal to the lesser of (A) any amount paid to the Escrow
Agent by Buyer pursuant to Section 3(b)(i) above and (B) the Available Escrowed
Funds on such date.
(c) On or before December 5, 1999, the Buyer shall pay to the Escrow Agent
the Post-Closing Deposit.
SECTION 4. INVESTMENT OF ESCROW FUNDS.
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(a) The Escrow Agent shall invest and reinvest from time to time the
Escrowed Funds (i) in any obligation of the United States with maturities not to
exceed ninety (90) days, (ii) in one or more money market investment funds
approved in writing by Buyer and the Shareholders' Representative Committee, the
primary investment policy of which is to invest in short-term obligations
guaranteed by the United States or any agency thereof, or (iii) in any other
investment agreed to in writing by the Shareholders' Representative Committee
and the Buyer. To the extent the Escrow Agent invests any Escrowed Funds in the
manner provided for in this Section, no party hereto shall be liable for any
loss which may be incurred by reason of such investment.
(b) The Escrow Agent shall have the power to reduce, sell or liquidate the
foregoing investments whenever the Escrow Agent shall be required to release all
or any portion of the Escrowed Funds. The Escrow Agent shall have no liability
for any investment losses resulting from the investment, reinvestment, sale or
liquidation of any portion of the Escrowed Funds, except in the case of the bad
faith, gross negligence or willful misconduct of the Escrow Agent.
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SECTION 5. CLAIMS AGAINST ESCROW FUNDS.
---------------------------
Subject to the limitations set forth in Section 12 of the Merger Agreement,
at any time or times prior to the expiration of this Agreement, the Buyer may
make claims against the Escrowed Funds for indemnification pursuant to and in
accordance with Section 12 of the Merger Agreement (each an "Indemnification
Claim"). The Buyer shall notify the Shareholders' Representative Committee and
the Escrow Agent in writing of each Indemnification Claim (each an
"Indemnification Claim Notice") pursuant to and in accordance with Section 12 of
the Merger Agreement, including a description (based on information then
available) of the amount and nature of each Indemnification Claim. If the
Shareholders Representative Committee dispute an Indemnification Claim, the
Shareholders' Representative Committee shall give written notice thereof (each
an "Indemnification Dispute Notice") to the Buyer and to the Escrow Agent within
ten (10) Business Days after date the Indemnification Claim Notice pertaining to
such disputed Indemnification Claim was received by the Shareholders'
Representative Committee. An Indemnification Dispute Notice must (i) describe
the Indemnification Claim underlying the Dispute; (ii) identify the
Indemnification Claim Notice containing a description of the disputed
Indemnification Claim; and (iii) state the nature of the Dispute (based on
information then available). Any disputed amount of an Indemnification Claim
shall be held by the Escrow Agent in accordance with the terms of this
Agreement. If an Indemnification Dispute Notice is not provided to the Buyer and
the Escrow Agent within ten (10) Business Days after the date the
Indemnification Claim Notice was received by the Shareholders' Representative
Committee, the Indemnification Claim set forth on such Indemnification Claim
Notice shall be deemed to be undisputed.
SECTION 6. DISPUTED INDEMNIFICATION CLAIMS. If the Shareholders'
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Representative Committee shall dispute an Indemnification Claim as above
provided, the Escrow Agent shall set aside the appropriate Set Aside Amount on
the date the Escrow Agent receives the Indemnification Dispute Notice pertaining
to such disputed Indemnification Claim. Any Disputes regarding an
Indemnification Claim and/or Set Aside Amount shall be settled either by (i)
written agreement between the Shareholders' Representative Committee and the
Buyer or (ii) by binding arbitration in accordance with Section 14(c) of this
Agreement.
SECTION 7. RELEASE OF ESCROWED FUNDS TO THE BUYER. The amount of any
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undisputed Indemnification Claim (including any such undisputed claim arising by
reason of the failure to provide an Indemnification Dispute Notice as set forth
in Section 5) shall be distributed promptly by the Escrow Agent to the Buyer by
wire transfer of immediately available funds in U.S. Dollars, to an account
designated in writing by an officer of the Buyer. If the amount of an undisputed
Indemnification Claim exceeds the value of the Escrowed Funds, the Escrow Agent
shall distribute the balance of the Escrowed Funds to the Buyer. Upon receipt of
(i) a written instruction letter signed by the Shareholders' Representative
Committee and an officer of the Buyer indicating that Escrowed Funds should be
distributed to the Buyer, or (ii) a final written determination from an
arbitration panel established pursuant to Section 14(c) hereof indicating that a
portion of the Escrowed Funds are payable to the Buyer in connection with a
Dispute, the Escrow Agent shall release promptly to the Buyer the lesser of (i)
such amount payable to the Buyer or (ii) the balance of the Escrowed Funds on
the date of such release.
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SECTION 8. RELEASE OF THE ESCROWED FUNDS TO THE SHAREHOLDERS.
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(a) On or before April 5, 1999, the Shareholders' Representative Committee
and the Buyer shall send a joint written notice executed by an officer of the
Buyer and the Shareholders' Representative Committee to the Escrow Agent (the
"Interim Distribution Notice"). The Interim Distribution Notice shall indicate
the amount of any Receivables collected on or prior to March 31, 1999 (the
"Interim Distribution Amount"). Upon receipt of the Interim Distribution Notice,
the Escrow Agent shall release and distribute to the Shareholders on or before
April 9, 1999 (the "Interim Distribution Date") an amount of the Escrowed Funds
equal to the lesser of (i) the Interim Distribution Amount or (ii) the Available
Escrowed Funds on the Interim Distribution Date.
(b) Section 7.5 of the Merger Agreement contains provisions relating to
certain post-closing adjustments to the Purchase Price. On or before December 5,
1999, the Buyer and the Shareholders' Representative Committee shall send a
written instruction letter (the "Post-Closing Instruction Letter") regarding any
amounts due to the Shareholders and/or Buyer pursuant to Section 7.5 of the
Merger Agreement (the "Post-Closing Settlement"). Following receipt of, and as
set forth in, the Post-Closing Instruction Letter, on December 15, 1999 (the
"Post-Closing Settlement Date"), the Escrow Agent (A) shall release and
distribute to the Shareholders the amount by which the undisputed portion of the
Post-Closing Settlement payable to the Shareholders exceeds the sum of the
Aggregate Set Aside Amount and the Year 2000 Reserve on the Post-Closing
Settlement Date, and (B) shall release and distribute to the Buyer any
undisputed portion of the Post Closing Settlement payable to the Buyer. Any
Disputes regarding the Post-Closing Settlement shall be settled either by (i)
written agreement between the Shareholders Representative Committee and the
Buyer or (ii) by binding arbitration in accordance with Section 14(c) of this
Agreement. If, upon the resolution of any Dispute regarding the Post-Closing
Settlement the Shareholders or Buyer become entitled to a portion of the
Escrowed Funds, such funds payable to the Shareholders shall be promptly
released and distributed to the Shareholders, and such funds payable to the
Buyer shall be promptly released and distributed to the Buyer.
(c) In accordance with Section 7.5(b) of the Merger Agreement, beginning
on or before June 1, 2000, the Buyer and the Shareholders' Representative
Committee shall work together to determine by June 15, 2000, the amount of the
Year 2000 Reserve which is properly distributable to the Shareholders and/or the
Buyer. To the extent they reach agreement, they shall deliver a joint written
instruction letter to the Escrow Agent by June 15, 2000 executed by an officer
of the Buyer and the Shareholders' Representative Committee. Following receipt
of, and as set forth in, such written instruction letter, on or before June 30,
2000 the Escrow Agent shall release and distribute the undisputed portion of the
Year 2000 Reserve to the Shareholders and/or the Buyer; provided, the Escrow
Agent shall retain in escrow the amount of any Aggregate Set Aside Amounts until
the Dispute relating thereto has been resolved as set forth herein.
(d) Distributions to the Shareholders made pursuant to this Agreement
shall be made in accordance with their respective ownership interests therein as
set forth in the Merger Agreement. With respect to each distribution to the
Shareholders hereunder, the Shareholders' Representative Committee shall deliver
written instructions to the Escrow Agent (with a copy to the Buyer) setting
forth the amount of such distribution payable to each Shareholder in accordance
with the Merger
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Agreement, and either (i) appropriate wire transfer instructions with respect to
the Shareholder's account to which such payment should be sent by wire transfer,
or (ii) the address to which a check payable to such Shareholder should be
mailed. Neither the Escrow Agent nor the Buyer shall have any liability to any
Shareholder with respect to any payment so made pursuant to such written
instructions from the Shareholders' Representative Committee.
SECTION 9. INCOME ON ESCROWED FUNDS. It is the intent of the Buyer and the
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Shareholders Representative Committee that the party receiving any distribution
of Escrowed Funds hereunder shall also receive at the time of such distribution
the Income earned on such funds so distributed during the period of time such
funds were held in escrow hereunder. Accordingly, prior to the time of any
distribution hereunder, the Buyer and the Shareholders' Representative Committee
shall review the records of the Escrow Agent to determine in good faith the
amount of Income on the Escrowed Funds properly allocable to the funds to be
distributed, and at least one (1) Business Day prior to the day of such
distribution, the Buyer and the Shareholders' Representative Committee shall
deliver joint written instructions to the Escrow Agent of the amount of Income
so determined to be included in such distribution. Any dispute regarding the
determination of such allocable amount of Income shall be determined by
arbitration in accordance with Section 14(c) hereof. As soon as practical
hereafter, the Shareholders' Representative Committee shall provide to the
Escrow Agent a list of the address and tax identification number for each
Shareholder and Buyer shall provide to the Escrow Agent Buyer's tax
identification number.
SECTION 10. TERMINATION. This Agreement shall terminate at such time as
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all outstanding Disputes have been resolved and the Escrow Agent has received a
written notice executed by an officer of the Buyer and the Shareholders'
Representative Committee to that effect and any and all amounts to be
distributed to the parties hereunder have been so distributed.
SECTION 11. LIMITATION OF ESCROW AGENT'S DUTIES AND LIABILITY.
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(a) All parties hereto acknowledge that the duties of the Escrow Agent
hereunder are solely administerial in nature, and have been requested for their
convenience. The Escrow Agent shall not be deemed to be the agent of any party
hereto, to have any beneficial interest in any of the Escrowed Funds, or to have
any knowledge of the terms of the Merger Agreement. The parties hereto agree
that the Escrow Agent shall not be liable for any act or omission taken or
suffered in good faith with respect to this Agreement, unless such act or
omission is the result of the gross negligence or willful misconduct of the
Escrow Agent.
(b) The Escrow Agent may consult with legal counsel and shall be fully
protected and incur no liability relative to any action or inaction taken in
good faith in accordance with the advice of such counsel. The Escrow Agent
shall have no responsibility for determining the genuiness or validity of any
certificate, document, notice or other instrument or item presented to or
deposited with it, and shall be fully protected in acting in accordance with any
written instruction given to it by any of the parties hereto and reasonably
believed by the Escrow Agent to have been signed by the proper representatives
of such parties.
(c) The Escrow Agent shall not be required to institute legal proceedings
of any kind in connection with any dispute or other controversy hereunder, and
the Escrow Agent shall not be
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required to defend any legal proceedings which may be instituted against it with
respect to this Agreement unless requested to do so in writing by any of the
parties hereto, and unless and until it is indemnified by the requesting party
to the satisfaction of the Escrow Agent, in its sole discretion, against the
cost and expense of such defense, including, without limitation, the reasonable
fees and expenses of its legal counsel. If the Escrow Agent is confronted with
any inconsistent or conflicting claims or demands by the parties hereto, the
Escrow Agent shall not be required to determine the same or take any action
thereon and may await settlement or resolution of the controversy by mutual
written agreement between the Buyer and the Shareholders' Representative
Committee or arbitration pursuant to Section 14(c) hereof. Upon the
commencement of any action against or otherwise involving the Escrow Agent with
respect to this Agreement, the Escrow Agent shall be entitled to interplead the
parties to this Agreement and to deposit the amount in dispute with a court of
competent jurisdiction in the State of Arkansas, and in such event, the Escrow
Agent shall be relieved of and discharged from any and all further obligations
and liabilities under this Agreement with respect to such amount so deposited
with such court.
SECTION 12. INDEMNIFICATION OF ESCROW AGENT. The Escrow Agent shall be
-------------------------------
reimbursed and indemnified for, and held harmless against, any loss, liability
or out-of-pocket expense, including, but not limited to, reasonable attorneys'
fees, incurred in good faith and without gross negligence or willful misconduct
on the part of the Escrow Agent, arising out of or in connection with the
acceptance of this Agreement, or the performance of its duties and obligations
hereunder, as well as the reasonable costs and expenses of defending itself
against any claim or liability arising out of or relating to this Agreement,
incurred in good faith and without gross negligence or willful misconduct on the
part of the Escrow Agent. All of such amounts owing to the Escrow Agent
pursuant to this Section 11 shall be shared equally between the Buyer, on the
one hand, and the Shareholders' Representative Committee (on behalf of and for
the account of the Shareholders) on the other, unless either of them has acted
in bad faith in which event the party that has been determined to have acted in
bad faith shall be obligated to pay all of such amounts.
SECTION 13. ESCROW AGENT'S FEES. As compensation for its services to be
--------------------
rendered hereunder, the Escrow Agent will receive a fee in accordance with the
Schedule of Fees attached hereto and incorporated herein by reference as
Schedule 2, until termination of this Agreement. In addition, the Escrow Agent
will be reimbursed for all out-of-pocket expenses, including reasonable
attorneys' fees, if any, incurred by it in good faith (without gross negligence
or willful misconduct on the part of the Escrow Agent), in connection with the
carrying out of its duties under this Agreement upon request and presentation to
and approval of the Buyer and the Shareholders' Representative Committee of
receipts or other documentary evidence to reasonably support such expenses. All
of such fees and expenses shall be shared equally between the Buyer, on the one
hand, and the Shareholders' Representative Committee (on behalf of and for the
account of the Shareholders) on the other hand. The Shareholders' share of any
such fees may be paid from time to time with Available Escrowed Funds and
Buyer's share of any such fees shall be paid directly by the Buyer. To the
extent the Shareholders' share of any such fees exceed Available Escrowed Funds,
such fees shall be paid by the Shareholders' Representative Committee (on behalf
of and for the account of the Shareholders)
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SECTION 14. MISCELLANEOUS.
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(a) The Escrow Agent (or any successor to it as escrow agent hereafter
appointed (i) in writing by the Buyer and the Shareholders' Representative
Committee or (ii) by a court of competent jurisdiction) may at any time be
removed from such appointment by mutual written agreement of the Buyer and the
Shareholders' Representative Committee, or may resign and be discharged from the
duties imposed hereunder by giving at least thirty (30) days notice to each of
the parties hereto, such resignation to take effect upon a successor escrow
agent's acceptance of such appointment and the delivery of the Escrowed Funds to
the successor escrow agent. If no successor escrow agent accepts such
appointment, the Escrow Agent may apply to a court of competent jurisdiction for
the appointment of a successor escrow agent. In the event the Escrow Agent is
removed by mutual written agreement of the Buyer and the Shareholders'
Representative Committee, such Escrow Agent shall promptly deliver the Escrowed
Funds to the successor escrow agent appointed by Buyer and the Shareholders'
Representative Committee.
(b) This Agreement shall be construed, and the obligations, rights and
remedies of the parties hereunder shall be determined, in accordance with the
laws of the State of Delaware without resort to its conflict of laws rules. The
invalidity or uneforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and in such event this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
was omitted.
(c) Any controversy, Dispute or claim arising out of or relating to this
Agreement or the breach thereof, including, but not limited to, any disputes
regarding the release of the Escrowed Funds, shall be settled by binding
arbitration in Little Rock, Arkansas, in accordance with the commercial
arbitration rules of the American Arbitration Association ("AAA") and the laws
of the State of Delaware. The three-member arbitration panel shall be selected
in accordance with Section 15.11 of the Merger Agreement. Judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The arbitrators shall award reimbursement of attorneys'
fees and other costs of arbitration to the prevailing party, in such manner as
the arbitrators shall deem appropriate. In addition, the losing party shall
reimburse the prevailing party for attorneys' fees and disbursements and court
costs incurred by the prevailing party in successfully seeking any preliminary
equitable relief or judicially enforcing any arbitration award.
(d) This Agreement (and as between the Buyer and the Shareholders, the
Merger Agreement) sets forth the entire agreement between the parties hereto
with respect to the subject matter hereof. If any of the terms and provisions
of any other agreement (excluding any amendment to this Agreement) between any
of the parties hereto conflict or are inconsistent with any of the terms and
provisions of this Agreement, the terms and provisions of this Agreement shall
govern and control in all respects, except as between the Buyer and the
Shareholders, they acknowledge and agree that it is their intent that this
Agreement and the Merger Agreement shall be construed consistently together.
(e) This Agreement shall be binding upon the parties hereto and their
heirs, administrators, executors, successors and assigns, respectively; provided
that no party may assign its interests hereunder without the prior written
consent of the other parties, except that the interests of any deceased
Shareholder in the Escrowed Funds shall succeed to the decedent's personal
8
representative for distribution in accordance with such Shareholder's will, or
in the absence thereof in accordance with applicable laws of intestate
succession. The members of the Shareholders' Representative Committee shall be
succeeded in such position as set forth in Section 14.1 of the Merger Agreement.
(f) Any notices or other communications required to be given pursuant
to this Agreement shall be in writing and shall be deemed given: (i) upon
delivery, if by hand; (ii) three (3) Business Days after mailing, if sent by
registered or certified mail, postage prepaid, return receipt requested; (iii)
one (1) Business Day after mailing, if sent via overnight courier; or (iv) upon
transmission, if sent by telex or facsimile (provided that a confirmation copy
is sent in the manner provided in Section 14(f)(ii) or (iii) above written
thirty-six (36) hours after such transmission), except that if such notice or
other communication is received by telex or facsimile after 5:00 p.m. on a
Business Day at the place of receipt, it shall be effective as of the following
Business Day; provided, however, all notices to the Escrow Agent shall be deemed
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delivered upon the Escrow Agent's actual receipt thereof. All notices and other
communications hereunder shall be given as follows:
If to the Escrow Agent to it at:
Mercantile Trust Company N.A.
X.X. Xxx 00000
Xxxxxx Xxxx, XX 00000-0000
Attn: Xx. Xxxx Xxxx
Telecopy:(000) 000-0000
If to the Buyer to it at:
Euronet Services, Inc.
Xxxxxx x. 00-00
0000 Xxxxxxxx
Xxxxxxx
Attn: Xxxxxxx X. Xxxxxx, Vice President, General Counsel
Telecopy: 011-36-1-224-1023
with a copy to:
Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxxxx Xxxxxxxxx
Telecopier: (000) 000-0000
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If to the Shareholders Representative Committee to:
Xxxx Xxxxxxxxxx
0000 Xxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
Xxxxx Xxxxxxx
#00 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier:
Xxxxxx X. Xxxxxxxx
000 Xxxxxx Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
Xxxxxx Xxxxx
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
Xxxxx Xxxxx
00000 Xxxxxx Xxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
with a copy to:
Friday, Xxxxxxxx & Xxxxx
000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxx, III
Telecopier: (000) 000-0000
(or to such other addresses and telephone numbers as a party may designate as to
itself by notice to the other parties). Notices hereunder from the
Shareholders' Representative Committee shall be effective if signed by Xxxx
Xxxxxxxxxx (or his successor) and two or more members of such committee or by
Xxxxx Xxxxxxx (or his successor) and two or more members of such committee, or
by any other member of the committee or representative or agent thereof
authorized in writing by the Shareholders' Representative Committee.
(g) In performing their respective obligations under this Agreement, the
Buyer and the Shareholders' Representative Committee agree to act in good faith.
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(h) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original instrument and all of which together
shall constitute a single agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be executed by its duly authorized officer, as the case
may be, as of the date first written above.
SHAREHOLDERS'
REPRESENTATIVE COMMITTEE:
__________________________________________
Xxxx Xxxxxxxxxx
__________________________________________
Xxxxx Xxxxxxx
__________________________________________
Xxxxxx X. Xxxxxxxx
__________________________________________
Xxxxxx Xxxxx
__________________________________________
Xxxxx Xxxxx
ESCROW AGENT:
MERCANTILE TRUST COMPANY, N.A.
By:____________________________________________
Name: _____________________________________
Title: ____________________________________
BUYER:
EURONET SERVICES INC.
By:____________________________________________
Name: _____________________________________
Title: ____________________________________
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Schedule 1
to
Escrow Agreement
Dated as of December ___, 1998
List of Shareholders
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[See attached]
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