LEXON, INC.
Escrow Agreement
This Escrow Agreement ("Agreement") is entered into and effective
February 1, 2000 by and between Xxxxx Xxxxx ("Xxxxx"), Lexon, Inc. ("Lexon"),
and Xxxxxxxxx X. Xxxxxxx ("Escrow Agent").
For valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Lexon agrees to issue to Xxxxx 70,000 shares ("Shares") of its common stock
for services rendered and to be rendered valued at $0.93 per share.
2. Xxxxx agrees to render not less that 10 hours of services to Lexon each
months as determined by and in the sole discretion of the Escrow Agent
until all the Shares are delivered to Xxxxx hereunder.
3. Lexon agrees to deliver the Shares to Escrow Agent for delivery in
accordance with this Agreement.
4. The Escrow Agent agrees to distribute 10,000 of the Shares at intervals not
more frequently than every 15 days and at least as frequently as once every
month.
5. Lexon agrees to file within 5 days a Form S-8 Registration Statement and to
keep the Registration Statement effective at all times until the earlier of
the resale of all the Shares by Xxxxx or December 31, 2001, whichever is
earlier.
6. It is the intent of the parties that Lexon will do all things necessary so
that the Shares may be resold by Xxxxx under the Registration Statement or
otherwise in accordance with applicable federal and state securities laws,
so that the Shares shall be "cash equivalents."
7. Xxxxx may terminate this Agreement upon 10 days' prior notice. Any Shares
which have not been disbursed to Xxxxx upon such termination shall be
returned to Lexon for cancellation by the Escrow Agent.
8. It is the intention of the parties that the Shares shall not be
compensation for federal income tax purposes to Xxxxx until the Shares are
actually delivered for services rendered. Xxxxx shall have no rights as a
shareholder to vote or exercise investment power over the Shares until the
Shares are actually earned by performance.
9. The Escrow Agent agrees and is instructed to disburse all the Shares upon
the following events: Any sale of all or substantially all the assets of
Lexon; any license of all rights, title and interests of the Ebaf Assay or
the Telomerase Assay to a third party; the merger,
reorganization, reclassication, consolidation or other form of business
combination involving Lexon; the bankruptcy or insolvency of Lexon, the
admission of its inability to pay its debts generally, the application for
or consent to the appointment of a receiver, trustee or liquidator of it or
of all or substantially all of its assets; the filing of voluntary petition
in bankruptcy or the seeking of any other relief under any bankruptcy,
reorganization, rearrangement, debtor's relief, or other insolvency law; or
an order, judgment, or decree shall be entered by any court of competent
jurisdiction approving a petition seeking reorganization or appointing a
receiver, trustee, or liquidator of Lexon or of all or substantially all of
its assets; or the commencement of any action by any federal or state
agency of any proceedings; or the dissolution, winding up or
discontinuation of the business of Lexon.
10. The laws of Oklahoma apply to this Agreement. In the event of any disputes
arising hereunder which the parties have not resolved by mutual agreement,
any party may commence arbitration proceedings in accordance with the
Commercial Rules of Arbitration of the American Arbitration Association.
The parties agree to be finally bound any award in arbitration.
In witness whereof, the parties have duly executed this Agreement this 1st
day of February, 2000.
Lexon, Inc. Escrow Agent: Xxxx Xxxxx
By: /s/ XXXXXXX XXXXX /s/ XXXXXXXXX X. XXXXXXX /s/ XXXXX XXXXX
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Xxxxxxx Xxxxx, President Xxxxxxxxx X. Xxxxxxx Xxxxx Xxxxx
