Exhibit 9
EMPLOYMENT ESCROW AGREEMENT
THIS EMPLOYMENT ESCROW AGREEMENT (this "Escrow Agreement") is made and
entered into as of May 3, 2000 by and among COVENTRY PARTNERS FAMILY LIMITED
PARTNERSHIP, a Delaware limited partnership ("Escrower"), HA-LO INDUSTRIES,
INC., an Illinois corporation ("Escrowee"), and AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, as escrow agent ("Escrow Agent").
RECITALS
Concurrently with the execution of this Escrow Agreement, (i) the
transactions contemplated by that certain Agreement and Plan of Merger and Plan
of Reorganization, dated January 17, 2000, as amended, among Escrowee and others
(the "Merger Agreement") are being consummated, and (ii) as contemplated by the
Merger Agreement, Escrowee and Xxxx Xxxxxxxxx (the "Employee") are entering into
an Employment Agreement of even date herewith (the "Employment Agreement"). The
Employee has certain material relationships with Escrower, and is also an
officer and director of Xxxxxxxxx.xxx, Inc., a Delaware corporation f/k/a
XxxXxxxx.xxx, Inc. ("SBC"), the entity being merged into a subsidiary of
Escrowee pursuant to the Merger Agreement. Escrower is a principal stockholder
of SBC and, pursuant to the Merger Agreement, is being issued 5,085,178 shares
of common stock, no par value, and 533,458 shares of Series A Convertible
Preferred Stock, no par value, of Escrowee as part of the merger consideration,
a portion of which shall be escrowed in the manner and for the purposes set
forth in this Escrow Agreement.
Accordingly, in order to induce Escrowee to consummate the transaction
contemplated by the Merger Agreement and enter into the Employment Agreement,
Escrower has agreed to deposit into escrow with the Escrow Agent those shares of
unregistered common stock and Series A Preferred Stock of Escrowee issued
pursuant to the Merger, owned by Escrower, as more fully described on Schedule A
attached hereto and incorporated herein (collectively, the "Shares").
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements of the parties hereto, Escrower, Escrowee and the Escrow Agent hereby
agree as follows:
1. Definitions. All capitalized terms used but not otherwise defined
herein shall have the meanings specified in the Employment Agreement.
2. The Collateral. For the consideration hereinabove set forth and to
secure the continued performance of the Employee under the Employment Agreement
in the manner contemplated below, Escrower hereby deposits, and agrees to
deposit in the future, into the escrow created hereby the following:
a. The Shares, with stock powers attached thereto,
all duly endorsed in blank, herewith delivered to Escrow Agent;
b. Any and all other securities deposited with Escrow Agent from
time to time in accordance with the provisions hereof (such securities,
together with the Shares, the "Securities"), each of which shall be
deposited with stock powers attached thereto, all duly endorsed in blank;
and
c. Any and all proceeds received by Escrower (or Escrow Agent on
Escrower's behalf) upon the sale of any of the Securities.
The Escrow Agent will hold the Collateral in accordance with the terms of this
Escrow Agreement.
Escrower shall direct investment of any cash held by the Escrow Agent,
including cash proceeds received upon the sale of any of the Securities,
provided that investment shall be limited to institutional money market
accounts, cash or cash equivalents, governmental bonds and other marketable
securities. Unless and until the Escrower shall give other instructions to the
Escrow Agent, monies held hereunder shall be invested in the One Group Prime
Money Market Fund-Class A. The Securities, the proceeds received upon the sale
of any of the Securities and any interest, dividends and distributions thereon
are hereinafter referred to, collectively, as the "Collateral." Prior to the
termination of this Escrow Agreement, the (i) holding, (ii) cancellation, (iii)
release from the provisions of this Escrow Agreement (in part or in whole), and
(iv) any other actions with respect to the Collateral shall be governed by the
applicable provisions of this Escrow Agreement.
3. Representations and Warranties.
a. Escrower hereby represents and warrants to Escrowee that:
(i) The execution, delivery and performance by Escrower of
this Escrow Agreement will not violate any provision of law, any
order of any court or other agency of government, or any agreement
or other instrument to which Escrower is a party or by which
Escrower is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time, or both) a default
under any such agreement or other instrument, or result in the
creation or imposition of any lien, charge, security interest,
claim, or encumbrance of any nature whatsoever ("Lien") upon any of
Escrower's property or assets, except as contemplated by the
provisions of this Escrow Agreement and the Merger Agreement;
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(ii) This Escrow Agreement constitutes a legal, valid and
binding obligation of Escrower; and
(iii) As to such of the Collateral deposited with Escrow Agent
on the date hereof or hereafter: (A) Escrower is the sole legal and
beneficial owner of such Collateral; (B) the stock transfer forms
attached to each of the certificates representing any of the
Securities have been duly executed and delivered by Escrower to
Escrow Agent; and (C) none of such Collateral is subject to any
Lien, other than the interest granted to Escrowee hereby and in the
Merger Agreement.
b. Escrowee hereby represents and warrants to the Escrower that:
(i) The execution, delivery and performance by Escrowee of
this Escrow Agreement will not violate any provision of law, any
order of any court or other agency of government, or any agreement
or other instrument to which Escrowee is a party or by which
Escrowee is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time, or both) a default
under any such agreement or other instrument; and
(ii) This Escrow Agreement constitutes a legal, valid and
binding obligation of Escrowee.
4. Stock Splits, Stock Dividends, Etc.
a. In the event that Escrower, by virtue of Escrower's ownership of
the Collateral, now is, or hereafter becomes, entitled (without additional
consideration) to other or additional securities as the result of any
corporate reorganization, merger or consolidation, stock split or
combination, stock dividend or otherwise, Escrower shall promptly:
(i) deliver to Escrow Agent the certificates evidencing
Escrower's ownership thereof, and agrees if such certificates are
delivered to Escrower, to take possession thereof in trust for
Escrowee and forthwith deliver the same to Escrow Agent;
(ii) deliver to Escrow Agent a stock transfer form with
respect to such securities, executed in blank by Escrower;
(iii) deliver to Escrowee a certificate,
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executed by Escrower and dated the date of such delivery, as to the
truth and correctness on such date of the representations and
warranties set forth in Section 3(a)(iii) hereof; and
(iv) deliver to Escrowee such other certificates, forms and
other instruments as Escrowee may reasonably request in connection
with such delivery.
b. Escrower agrees that such securities shall constitute a portion
of the Collateral and be subject to this Escrow Agreement in the same
manner and to the extent as the Securities deposited into escrow on the
date hereof.
5. Sale and Purchase of Securities.
a. Notwithstanding anything to the contrary contained herein,
Escrower shall have the right to sell the Securities or any part thereof
but only if all of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written
notice with respect to the sale of specifically identified
Securities prior to, concurrently with or promptly after the
placement of a sell order;
(ii) The sale is a bona fide, arms'-length transaction
effected for cash on a national securities exchange, through NASDAQ
or in an underwritten securities offering; and
(iii) Prior to such sale, Escrower makes such arrangements as
are reasonably acceptable to Escrowee and the Escrow Agent (which
arrangements may be blanket arrangements agreed upon in advance to
be applicable to all such sales) to assure that the proceeds of such
sale are promptly deposited with or remain with the Escrow Agent
pursuant to this Escrow Agreement.
b. Escrower shall have the right to purchase securities listed on a
national securities exchange or quoted on NASDAQ (with the exception of
unhedged options) using cash constituting a part of the Collateral if all
of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written
notice with respect to the purchase of specifically identified
securities prior to, concurrently with or promptly after the
placement of a buy order;
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(ii) The purchase is a bona fide, arms'-length transaction
effected on a national securities exchange or through NASDAQ;
(iii) Prior to such purchase, Escrower makes such arrangements
as are reasonably acceptable to Escrowee and the Escrow Agent (which
arrangements may be blanket arrangements agreed upon in advance to
be applicable to all such purchases) to assure that the certificates
evidencing the purchased securities are promptly deposited with the
Escrow Agent pursuant to this Escrow Agreement; and
(iv) Escrower delivers to Escrow Agent the document
contemplated by Section 4(a)(ii) hereof.
The purchased securities shall constitute a part of the Collateral under this
Escrow Agreement.
6. Voting Power. Escrower shall be entitled to exercise all voting powers
pertaining to the Collateral for any purpose not inconsistent with, or in
violation of, the provisions of this Escrow Agreement, in all matters, unless
and until the Collateral is released and delivered to Escrowee.
7. Escrow Agent.
a. Escrowee shall pay the Escrow Agent reasonable compensation for
its services hereunder, in accordance with Schedule B, and shall reimburse
the Escrow Agent for all reasonable expenses, disbursements and advances
incurred or made by the Escrow Agent in performance of its duties
hereunder. Notwithstanding the foregoing, in the event of any dispute
hereunder between Escrower and Escrowee, the non-prevailing party in any
such dispute shall pay the prevailing party's and the Escrow Agent's
reasonable expenses (including without limitation reasonable attorney's
fees and court costs) incurred in such dispute.
b. The Escrow Agent may resign and be discharged from its duties
hereunder at any time by giving notice of such resignation to Escrowee and
Escrower specifying a date when such resignation shall take effect. Upon
such notice, a successor Escrow Agent shall be appointed with the mutual
consent of Escrowee and Escrower, such successor Escrow Agent to become
Escrow Agent hereunder upon the receipt of the Collateral. If Escrowee and
Escrower are unable to agree upon a successor Escrow Agent within thirty
(30) days after such notice, the Escrow Agent shall be entitled to appoint
its successor or to petition a court of competent jurisdiction to appoint
a successor. The Escrow Agent shall
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continue to act until its successor accepts the escrow and receives the
Collateral. Escrowee and Escrower shall have the right at any time upon
mutual consent to substitute a new Escrow Agent by giving notice thereof
to the Escrow Agent then acting.
c. The Escrow Agent undertakes to perform such duties as are
specifically set forth herein and may conclusively rely, and shall be
protected in acting or refraining from acting, on any written notice,
instrument or signature believed by it to be genuine and to have been
signed or presented by the proper party or parties duly authorized to do
so. The Escrow Agent shall have no responsibility for the contents of any
writing contemplated herein and may rely without any liability upon the
contents thereof.
d. The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized hereby or
within the rights or powers conferred upon it hereunder, nor for action
taken or omitted by it in good faith, and in accordance with advice of
counsel (which counsel may be of the Escrow Agent's own choosing), and
shall not be liable for any mistake of fact or error of judgment or for
any acts or omissions of any kind unless caused by willful misconduct or
gross negligence.
e. Each of Escrower and Escrowee agrees to indemnify the Escrow
Agent and hold it harmless against any and all liabilities incurred by it
hereunder as a consequence of such party's wrongful action, and Escrower
and Escrowee agree jointly to indemnify the Escrow Agent and hold it
harmless against any and all liabilities incurred by it hereunder that are
not a consequence of Escrower's or Escrowee's wrongful action, except in
either case for liabilities incurred by the Escrow Agent resulting from
its own willful misconduct or gross negligence. The obligations of the
Escrower and the Escrowee under this clause (e) shall survive the
termination of this Agreement and the resignation or removal of the Escrow
Agent.
f. No assignment of the interest of any of the parties hereto shall
be binding upon the Escrow Agent unless and until written evidence of such
assignment in form satisfactory to the Escrow Agent shall be filed with
and accepted by the Escrow Agent.
g. In the event that any escrow property shall be attached,
garnished, or levied upon by any court order, or the delivery thereof
shall be stayed or enjoined by an order of a court, or any order, judgment
or decree shall be made or entered by any court order affecting the
property deposited under this Escrow Agreement, or any part thereof, the
Escrow
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Agent is hereby expressly authorized, in its sole discretion, to obey and
comply with all writs, orders or decrees so entered or issued, which it is
advised by legal counsel of its own choosing is binding upon it, whether
with or without jurisdiction, and in the event that the Escrow Agent obeys
or complies with any such writ, order or decree, it shall not be liable to
any of the parties hereto or to any other person, firm or corporation, by
reason of such compliance notwithstanding such writ, order or decree be
subsequently reversed, modified, annulled, set aside or vacated.
h. If the Escrow Agent becomes involved in litigation on account of
this Escrow Agreement, it shall have the right to retain counsel. The
parties hereto (other than the Escrow Agent), jointly agree to pay to the
Escrow Agent on demand its reasonable attorney's fees, disbursements and
expenses in connection with any such litigation.
i. In the event that conflicting demands are made upon the Escrow
Agent for any situation not addressed in this Escrow Agreement, the Escrow
Agent may withhold performance of the terms of this Escrow Agreement until
such time as said conflicting demands shall have been withdrawn or the
rights of the respective parties shall have been settled by court
adjudication, arbitration, joint order or otherwise.
j. Any corporation or association into which the Escrow Agent may be
converted or merged, or with which it may be consolidated, or to which it
may sell or transfer its corporate trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from
any such conversion, sale, merger, consolidation or transfer to which it
is a party, shall be and become the successor Escrow Agent hereunder and
vested with all of the title to the whole property or trust estate and all
of the trusts, powers, immunities, privileges, protections and all other
matters as was its predecessor, without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
8. Release of Collateral. For purposes of this Escrow Agreement, an
"Employee Default" shall be deemed to have occurred if the Term of the
Employment Agreement is terminated (i) by reason of Cause or (ii) as a result of
a termination by the Employee of the Term of the Employment Agreement other than
for Good Reason (it being understood and agreed that neither the death or
disability (as such term is defined in the Employment Agreement) of the Employee
nor the termination of the Term as a result thereof shall constitute an Employee
Default). In the event that an Employee Default occurs on or before the third
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anniversary of the date hereof, the Escrow Agent shall release to Escrowee one
hundred percent (100%) of the Collateral (as then constituted and to the extent
not previously released), as more fully set forth in the next paragraph. In the
event that no Employee Default occurs on or prior to the third anniversary of
the date hereof, the Escrow Agent shall release to Escrower (automatically and
without further instruction) one hundred percent (100%) of the Collateral (as
then constituted and to the extent not previously released).
If an Employee Default occurs on or prior to the third anniversary of the
date hereof, then Escrowee may, within twenty (20) calendar days after the
occurrence of such Employee Default, deliver to the Escrow Agent and Escrower a
certification signed by a duly authorized officer of Escrowee certifying that an
Employee Default has occurred and the date of occurrence of the Employee Default
and that a copy of the certification has been delivered to Escrower in the
manner set forth in Section 11(e) hereof (a "Default Certification"). In the
event that the Escrow Agent does not receive a notice from Escrower, within
twenty (20) calendar days of receipt of a Default Certification, disputing the
Default Certification, the Escrow Agent shall promptly release and deliver the
Collateral to Escrowee (automatically and without further instruction). In the
event that the Escrow Agent receives a notice from Escrower, within twenty (20)
calendar days of receipt of a Default Certification, disputing the Default
Certification, the Escrow Agent shall continue to hold the Collateral and
thereafter release and deliver the Collateral in accordance with a joint written
direction signed by Escrower and Escrowee or as directed by court order
resolving the dispute in accordance with the terms of this Escrow Agreement
(consistent with the terms of the Employment Agreement).
Notwithstanding anything to the contrary contained herein, (i) if the
Escrow Agent has not, by the twentieth (20th) calendar day after the first
anniversary of the date hereof, received a Default Certification, then the
Escrow Agent shall promptly release (automatically and without further
instruction) from the Collateral and deliver to Escrower twenty-five (25%) of
each component of Collateral then subject to this Escrow Agreement (e.g., if the
Collateral is then comprised of two different Securities and cash, then
one-quarter (1/4) of each of the Securities and one-quarter (1/4) of the cash
shall be so released and delivered), (ii) if the Escrow Agent has not, by the
twentieth (20th) calendar day after the second anniversary of the date hereof,
received a Default Certification, then the Escrow Agent shall promptly release
(automatically and without further instruction) from the Collateral and deliver
to Escrower thirty-three and one-third percent (33-1/3%) of each component of
Collateral then subject to this Escrow Agreement and (iii) upon the death or
disability (as such term is defined in the Employment Agreement) of the
Employee, and receipt by the Escrow Agent and
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Escrowee of a certificate to that effect from Escrower or the Employee's estate
or personal representative, as appropriate, the Escrow Agent shall promptly
release to Escrower one hundred percent (100%) of the Collateral then subject to
this Escrow Agreement. To the extent a partial release of the Collateral can
only be effected through release of shares represented by a stock or other
ownership certificate representing shares in addition to those released, stock
or other ownership certificates representing as large a portion of the entire
partial release as possible will be released to the Escrower and a certificate
in excess of the balance will be delivered to the Escrowee (in which event (a)
Escrowee shall cause a new certificate in the amount of such balance to be
promptly issued and delivered to Escrower, (b) Escrowee shall cause new
certificates to be issued in the amount of any such excess and promptly
deposited with Escrow Agent hereunder, (c) Escrower shall execute stock powers
endorsed in blank and deliver the same to Escrow Agent to be attached to the new
certificates delivered to Escrow Agent, and (d) such new certificates together
with such stock powers, shall constitute a part of the collateral and be subject
to this Escrow Agreement in the same manner and to the extent as the Securities
deposited into escrow on the date hereof), Escrower and Escrowee shall cooperate
with the Escrow Agent to effect such release and delivery. At the request of the
Escrow Agent or Escrowee, Escrower shall execute and deliver to the Escrow Agent
stock powers and such other instruments pertaining to the remaining Collateral
as may be necessary or appropriate in order to continue this Escrow Agreement in
full force and effect in accordance with its terms and the intent of the
parties. The Escrow Agent shall have no liability with respect to the issuance
of the new certificates evidencing such partial distribution or the excess
shares after a partial distribution, which shall be the sole responsibility of
the Escrowee and its transfer agent, if any. The Escrow Agent's sole
responsibility shall be to deliver the certificates on deposit with it hereunder
as directed by the Escrower and/or Escrowee, as applicable. If Escrowee fails to
deliver a new certificate to Escrower for the balance of any partial
distribution within 10 days of release of the certificate to Escrowee, then upon
notice from Escrower the Escrow Agent shall promptly deliver to Escrower the
smallest certificate in excess of the balance then held by the Escrow Agent.
Escrower shall be obligated to redeposit the shares in excess of those to be
otherwise released in the same manner as Escrowee was so obligated and upon
release to Escrower of such certificate Escrowee may redeposit the certificate
released to it with respect to the balance.
9. Termination of Escrow Agreement. This Escrow Agreement shall be
terminated when no Collateral remains subject hereto. In addition, upon proper
release of any Collateral to Escrower or Escrowee in accordance with the terms
of this Escrow Agreement, such released Collateral shall no longer be subject to
this Escrow
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Agreement.
10. Tax Consequences. Notwithstanding anything to the contrary contained
in this Escrow Agreement, all income tax consequences with respect to this
Escrow Agreement and escrow and any transactions in connection therewith,
including, without limitation, sales, purchases, forfeitures and releases, shall
be borne out of, and by, the Collateral itself and Escrower shall not suffer any
adverse tax consequences as a result thereof; and to the extent any such tax
consequences are nonetheless payable by Escrower, there shall be released to
Escrower, if available and upon request, sufficient Collateral to satisfy such
tax consequence in such amount as is certified in good faith by Escrower to
Escrowee and the Escrow Agent. Under no circumstances shall Escrowee have any
liability or responsibility for taxes arising out of the matters covered in the
immediately preceding sentence, except as may otherwise be required by law. The
Escrow Agent shall be under no obligation to return any interest or earnings on
the Escrow Funds to Escrower until it has received a Form W-9 from such party,
regardless of whether such party is exempt from reporting or withholding
requirements under the Internal Revenue Code of 1986, as amended. As and to the
extent required by law, the Escrow Agent shall report to the Internal Revenue
Service, as of each calendar year-end, all income earned from the investment of
any sum held in the Escrow funds. The Escrow Agent shall be responsible for the
preparation and/or filing of any tax return with respect to any income earned by
the Escrow Funds (Form 1099-Int.). The Escrow Agent shall have no obligation to
pay any taxes or estimated taxes.
11. Miscellaneous.
a. Should Escrowee at any time assign any of its rights under this
Escrow Agreement, the assignee shall thereupon have all of the rights of
Escrowee hereunder.
b. Each and every right, remedy and power granted to a party
hereunder shall be cumulative and in addition to any other right, remedy
or power herein specifically granted or now or hereafter existing in
equity, at law, by virtue of statute or otherwise and may be exercised by
such party, from time to time, concurrently or independently and as often
and in such order as such party may deem expedient. Any failure or delay
on the part of such party in exercising any such right, remedy or power,
or abandonment or discontinuance of steps to enforce the same, shall not
operate as a waiver thereof or affect such party's right thereafter to
exercise the same, and any single or partial exercise of any such right,
remedy or power shall not preclude any other or further exercise thereof
or the exercise of any other right, remedy or power.
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Notwithstanding anything to the contrary contained in this Escrow
Agreement, as between Escrower and Escrowee, the escrow created hereby
will be treated as a pledge such that Escrowee shall be entitled to all
the rights, remedies and powers as if a pledgee under applicable law in
addition to any other rights, remedies and powers Escrowee may have.
c. Any modification or waiver of any provision of this Escrow
Agreement, or any consent to any departure by Escrowee or Escrower
therefrom, shall not be effective in any event unless the same is in
writing and signed by Escrow Agent, Escrowee and Escrower, and then such
modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose given. Any notice to or demand on
Escrower or Escrowee in any event not specifically required of the other
party hereunder shall not entitle the receiving party to any other or
further notice or demand in the same, similar or other circumstances
unless specifically required hereunder.
d. Each Party agrees that at any time, and from time to time, after
the execution and delivery of this Escrow Agreement, it will, upon the
request of the other party, execute and deliver such further documents and
do such further acts and things as the other party may reasonably request
in order to fully effect the purpose of this Escrow Agreement.
e. Any notice, request, demand, consent, approval, certification or
other communication provided or permitted hereunder shall be in writing
and be given by personal delivery or courier service addressed to the
party for whom it is intended, as follows:
If to Escrowee:
HA-LO Industries, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxx Xxxxxx
Facsimile number: 847/647-4970
with a copy to:
Xxxx, Gerber & Xxxxxxxxx
Two X. XxXxxxx Street
Suite 2100
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Facsimile number: 312/269-1747
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If to Escrower:
Coventry Partners Family Limited Partnership
c/o Xxxx Xxxxxxxxx
Xxxxxxxxx.xxx, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Facsimile number: 773/262-6694
with a copy to:
Altheimer & Xxxx
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Facsimile number: 312/715-4800
If to Escrow Agent:
American National Bank and Trust Company of Chicago
Corporate Trust Department
000 Xxxxx XxXxxxx Xxxxxx
Mail Code IL1-1250
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx
Facsimile Number: 312/661-6491
provided, however, that each party may change its address for purposes of
receipt of any such communication by giving five (5) days' written notice
of such change to the other party in the manner above prescribed. Notices
shall be deemed to have been given when received.
f. This Escrow Agreement shall be deemed to have been made under,
and shall be governed by, the laws of the State of Illinois in all
respects, including matters of construction, validity and performance.
g. If any provision of this Escrow Agreement is prohibited by, or is
unlawful or unenforceable under, any applicable law of any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the
extent of such prohibition without invalidating the remaining provisions
hereof, provided, however, that any such prohibition in any jurisdiction
shall not invalidate such provision in any other jurisdiction; and
provided, further, that where the provisions of any such applicable law
may be waived, they hereby are waived by Escrower to the full extent
permitted by law to the end that this Escrow Agreement shall be deemed to
be valid and binding in accordance with its terms.
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h. This Escrow Agreement shall inure to the benefit of the
successors and permitted assigns of Escrowee and Escrower and shall be
binding upon the heirs, executors, administrators, legal representatives,
successors and assigns of Escrower.
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IN WITNESS WHEREOF, Escrower, Escrowee and Escrow Agent have caused to be
executed this Escrow Agreement as of the date first above written.
ESCROW AGENT: ESCROWEE:
AMERICAN NATIONAL BANK AND HA-LO INDUSTRIES, INC.
TRUST COMPANY OF CHICAGO,
AS ESCROW AGENT
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxx Xxxxxx
------------------------- ------------------------------
Name: Xxxxx X. Xxxx Name: Xxxx Xxxxxx
-------------------- -------------------------
Title: Authorized Officer Title: Chief Executive Officer
------------------- ------------------------
ESCROWER:
COVENTRY PARTNERS FAMILY
LIMITED PARTNERSHIP
By: Coventry Associates, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxx Xxxxxxxxx
---------------------
Name: Xxxx Xxxxxxxxx
----------------
Title: President
---------------
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SCHEDULE A
SHARES
====================================================================================================================
Common Stock No. of Preferred Stock No. of Shares
Certificate Shares of Certificate of Preferred Percentage
Escrower No. Common Stock No. Stock Interest
-------- ------------ ------------ --------------- -------------- ----------
Coventry Partners 6081 291,337
Family Limited 6082 291,336
Partnership 6080 200,501
6083 382,172 --------------- -------------- ----------
100%
====================================================================================================================
SCHEDULE B
COMPENSATION
Annual Fee $3,500
Any out-of-pocket expenses, or extraordinary fees or expenses such as
attorney fees or messenger costs, are additional and are not included in the
above schedule.
The annual fee is billed in advance and payable prior to that year's
service.
