EXHIBIT 99.1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into by
and between Southtrust Bank, having a business office at 000 X. Xxx Xxxx Xxxxxx,
Xxxxxx, Xxxxxxx (the "Escrow Agent") and Turbine Truck Engines, Inc., having a
business address at 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 0, Xxxxxx, Xxxxxxx 00000
(the "Company").
PREAMBLE:
WHEREAS, the Company intends to sell with the possible assistance of
certain selected dealers, on a "best efforts" basis, a minimum of 25,000 Shares
and up to a maximum of 1,000,000 Shares of the Company=s common stock at a price
of $2.00 per share. The Shares will be offered on a self-underwritten basis for
a period of 12 months commencing on the effective date of the registration
statement filed on Form SB-2.
WHEREAS, the Company desires to make arrangements to escrow the funds
tendered by investors for the purchase of Shares in accordance with its
agreement with said investors in compliance with the requirements of Rule
15(c)(2)(4) promulgated under authority of the Securities Exchange Act of 1934,
as amended; and
WHEREAS, the Escrow Agent has consented to hold all funds tendered by
investors for the purchase of Shares it receives pursuant to the terms and
provisions hereof:
NOW, THEREFORE, the Escrow Agent and the Company agree as follows:
1. From time to time, the Company will deliver checks payable to the
Escrow Agent which will receive and hold funds tendered by investors
for the purchase of Shares. The Escrow Agent shall acknowledge the
receipt of the deposit to the individual investor, upon written request
from said investor.
2. The Escrow Agent shall disburse the investors' funds escrowed hereunder
in accordance with the following:
(a) If all the Shares have been sold on or before 30 days after
the effective date of the registration statement on Form SB-2
(promulgated under authority of the Securities Act of 1933, as amended)
filed by the Company with the Washington, D.C. Office of the Securities
and Exchange Commission (the "Effective Date"), then the Escrow Agent
shall tender the aggregate proceeds in accordance with the written
instructions of the Company. For purposes hereof, the minimum amount of
Shares will be deemed to have been sold upon the delivery to Escrow
Agent, pursuant to paragraph 1 above, of no less than an aggregate of
$50,000 in cleared funds which are then on deposit with and retained by
the Escrow Agent, representing sale of the minimum Shares. In such
case, the funds shall be disbursed as directed in writing by the
Company. Thereafter, all investment funds up to the maximum offering
may go directly to the Company.
(b) If Investors' funds have not been previously disbursed in
accordance with the provisions of paragraph 2(a) above, the same shall
be returned to investors within 10 days after written notice by a duly
authorized Company Representative to the Escrow Agent of the
"Termination of Offering." For the purposes hereof, the term
"Termination of Offering" shall mean 365 days from the Effective Date
of the Offering by a duly authorized Company Representative to the
Escrow Agent. In order to be effective, the written notice described in
this paragraph 2(b) must be received by Escrow Agent no later than the
close of business on the 365th day following the Effective Date.
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3. The Escrow Agent shall retain the escrowed funds in a non-interest
bearing deposit account in its institution and the Company shall be
solely liable for any charges incurred in conjunction with maintenance
or liquidation of this account. The Escrow Agent shall retain a fee of
$500.00 upon the initial disbursement of funds from the escrow account.
4. All funds deposited with the Escrow Agent shall be accepted subject to
final payment. The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in its sole discretion, believes to
be genuine or which is purported by the transmitting or signing party
to be genuine, and the Escrow Agent shall be entitled to consider any
statements or assertions contained in such writing or instrument to be
accurate, genuine and authorized and may assume that any person
purporting to give any writing, notice, advice or instruction in
connection with the provisions hereof has been duly authorized to do
so. The Escrow Agent shall not be liable to the parties hereto or to
any other individual or entity, in any manner for the sufficiency or
correctness as to form, manner of execution, or validity of any written
instructions delivered to it, nor as to the identity, authority or
rights of any person executing the same. The duties of the Escrow Agent
shall be limited to the safekeeping of the deposits and to
disbursements of same in accordance with the written instructions
described above. The Escrow Agent undertakes to perform only such
duties as are expressly set forth herein, and no implied duties or
obligations shall be read into this Escrow Agreement as against the
Escrow Agent. Upon the Escrow Agent's disbursing the deposit of an
investor in accordance with the provisions hereof, the escrow shall
terminate with regard to said investor's funds and the Escrow Agent
shall thereafter be relieved of all liability thereunder in connection
therewith.
5. The Escrow Agent may consult with counsel of its own choice and shall
have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in accordance with
the opinion of such counsel. The Escrow Agent shall otherwise not be
liable for any mistakes of fact or error of judgment, or for any acts
or omissions of any kind unless caused by its willful misconduct or
gross negligence. The Escrow Agent shall be indemnified as provided in
the Indemnification Agreement annexed hereto.
6. In the event of disagreement about the interpretation of this Escrow
Agreement, or about the rights and obligations or the propriety of any
action contemplated by the Escrow Agent hereunder, the Escrow Agent
may, at its sole discretion, file an action in interpleader to resolve
the said disagreement. The Escrow Agent shall be indemnified as
provided in the Indemnification Agreement annexed hereto.
7. The Escrow Agent may resign at any time for any reason upon the giving
of 30 days written notice to the Company. If a notice of appointment of
a lawful successor Escrow Agent is not delivered to Escrow Agent within
30 days after notice of resignation, the Escrow Agent may petition any
court of competent jurisdiction to name a lawful successor Escrow Agent
and the Escrow Agent herein shall be fully relieved of all liability
under this Escrow Agreement to any and all parties, upon the transfer
of and accounting for the escrow deposits to the successor Escrow Agent
either designated by the Company or appointed by the court.
8. This Agreement shall be construed and enforced according to the laws of
the State of Florida.
9. This Agreement represents the entire agreement between the parties with
respect to the subject matter hereof and shall be binding upon the
parties and their respective successors and assigns.
10. All notices or other communications required or permitted to be given
or made under this Agreement shall be in writing and shall be deemed
given or made when mailed by certified or registered mail, postage
prepaid, return receipt requested, to the Parties at their addresses
first above indicated, or any other address of which prior written
notice has been given, to the attention of Xxxx X. Xxxxxxx in the case
of the Escrow Agent, and with a copy to Xxxxxxx X. Xxxxxx, P.A.,
attention: Xxxxxxx X. Xxxxxx, Esq., 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, in the case of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
11th day of September 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Southtrust Bank
_______________
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
________________ Executive Vice President
COMPANY:
Turbine Truck Engines, Inc.
_______________ By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, CEO
_______________
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INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into by and between Southtrust Bank, having a business office at 000 X. Xxx Xxxx
Xxxxxx, Xxxxxx, Xxxxxxx 00000 (the "Escrow Agent") and Turbine Truck Engines,
Inc., a Delaware corporation having its principal place of business at 0000
Xxxxxxxxxx Xxxxxxxxx, Xxxxx 0, Xxxxxx, Xxxxxxx 00000 (the "Company").
PREAMBLE:
WHEREAS, the Escrow Agent has agreed to escrow the funds tendered by
investors for purchase of shares of the Company's securities, pursuant to an
agreement (the "Escrow Agreement") between the Escrow Agent and Turbine Truck
Engines, Inc.; and
WHEREAS, the Escrow Agent has, as a condition to its entry into the
Escrow Agreement, required the Company to enter into this Agreement:
NOW, THEREFORE, in consideration for the Escrow Agents execution of
the Escrow Agreement and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company, intending to be legally
bound, hereby agrees as follows:
TERMS:
1. The Company agrees to indemnify and hold harmless the Escrow Agent from
any claims, demands, causes of action, liabilities, damages or
judgments, including the cost of defending any action against it,
together with any reasonable attorneys' fees of any nature (including
attorneys' fees incurred on appeal) incurred therewith in connection
with, arising out of, or related in any way to, the Escrow Agent's
undertakings pursuant to the terms and conditions of the Escrow
Agreement, unless such act or omission is a result of the willful
misconduct or gross negligence of the Escrow Agent.
2. The Escrow Agent shall be indemnified by the Company for all costs,
including reasonable attorneys' fees of any nature (including
attorneys' fees incurred on appeal), in connection with an action in
interpleader filed by the Escrow Agent to resolve any disagreement
about the interpretation of the Escrow Agreement, or about the rights
and obligations or the propriety of any action contemplated by the
Escrow Agent under the Escrow Agreement.
3. This Agreement shall be construed and enforced according to the laws of
the State of Florida.
4. This Agreement represents the entire agreement between the Parties with
respect to the subject matter hereof and shall be binding upon the
Parties and their respective successors and assigns.
5. All notices or other communications required or permitted to be given
or made under this Agreement shall be in writing and shall be deemed
given or made when mailed by certified or registered mail, postage
prepaid, return receipt requested, to the Parties at their addresses
first above indicated, or any other address of which prior written
notice has been given, to the attention of Xxxx X. Pissello in the case
of the Escrow Agent, and with a copy to Xxxxxxx X. Xxxxxx, P.A.,
Xxxxxxx X. Xxxxxx, Esquire, 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxx Xxxxxxxxxx, Xxxxxxx 00000, in the case of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
11th day of September 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Southtrust Bank
_______________
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
_______________ Executive Vice President
COMPANY:
Turbine Truck Engines, Inc.
_______________ By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, CEO
_______________
