ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into by and
between Grand Bank & Trust of Florida, having a business office at 0000 Xxxx
Xxxxx Xxxxx Xxxx Xxxx Xxxx Xxxxx, XX 00000, (the "Escrow Agent") and
AMALGAMATED RESOURCES TECHNOLOGIES, INC. having a business address at 000 Xxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, 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 10,000 Shares
and up to a maximum of 1,400,000 Shares of the Company's common stock at a price
of $2.50 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
$25,000 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.
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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 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.
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.
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.
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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 _________________, 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
____ day of ________, 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Grand Bank & Trust of Florida
---------------
By: ________________________
_______________ ______________, President
COMPANY:
AMALGAMATED RESOURCES TECHNOLOGIES INC.
_______________ By: ____________________
Xxxx Xxxxxxxxxxx, President
---------------
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INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into by and between Grand Bank & Trust of Florida, having a business office at
0000 Xxxx Xxxxx Xxxxx Xxxx Xxxx Xxxx Xxxxx, XX 00000 (the "Escrow Agent") and
SPACE TELECOM, INC., a Florida corporation having its principal place of
business at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (the
"Company").
PREAMBLE:
WHEREAS, the Escrow Agent has agreed to escrow the funds tendered by
investors for purchase of units of the Company's securities, pursuant to an
agreement (the "Escrow Agreement") between the Escrow Agent and Space Telecom,
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 including, without limitation, claims and liabilities based on
alleged violations by the Escrow Agent of any applicable securities laws 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 ad assigns.
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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 _________________, 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
___ day of ______________, 2003.
Signed, sealed and delivered ESCROW AGENT:
in the presence of: Grand Bank & Trust of Florida
---------------
_______________ By: __________________________
______________, President
COMPANY:
AMALGAMATED RESOURCES TECHNOLOGIES INC.
_______________ By: __________________________
Xxxx Xxxxxxxxxxx, President
---------------
