ESCROW AGREEMENT
----------------
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
January 31, 2006 by and among CONNECTED MEDIA TECHNOLOGIES, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Company");
ROTHSCHILD TRUST HOLDINGS, LLC, a Florida limited liability company (the
"Trust"); XXXXXXXXXX EQUITY PARTNERS, LP (the "Investor"), and XXXXX XXXXXXXX,
ESQ., as Escrow Agent hereunder (the "Escrow Agent"). Capitalized terms
appearing herein but not defined herein shall have the meanings ascribed to such
terms in the Investment Agreement (defined below).
BACKGROUND
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WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the "Convertible Debentures") which shall be convertible into the
Company's Common Stock, par value $0.001 per share (the "Common Stock"), for a
total purchase price of up to One Million Six Hundred Thousand Dollars
($1,600,000), and certain other contracts entered into between the Company and
the Investor (collectively, the "Transaction Documents").
WHEREAS, the Company and the Trust have entered into a Purchase and Sale
Agreement dated as of the date hereof ("P&S Agreement"), pursuant to which the
Company agreed to sell and the Trust agreed to buy certain Intellectual Property
described on EXHIBIT A attached hereto (the "IP") in exchange for Thirteen
Million Two Hundred Forty One Thousand Two Hundred Twenty Three (13,241,223)
shares of the Company's common stock (the "Escrow Shares") held by the Trust.
WHEREAS, the Company and the Trust have entered into a Royalty Bearing
License Agreement dated as of the date hereof ("Royalty Agreement"), pursuant to
which the Company may elect to license the IP sold to the Trust in the P&S
Agreement, in exchange for 10% royalties on all gross receipts, as defined in
the Royalty Agreement, received by the Company from the use of the IP.
WHEREAS, to induce the Company to enter into the P&S Agreement and to
induce the Investor to enter into the Securities Purchase Agreement, the Trust
shall grant a secured interest in $690,000 of the value of the IP to the
Investor. Pursuant to the provisions of the P&S Agreement, the Trust shall place
the Escrow Shares in escrow with the Escrow Agent until such time as the Company
has deposited royalties, otherwise payable directly to the Trust in accordance
with the terms of the Royalty Agreement, totaling $690,000 ("Royalty Escrow
Funds") into escrow with the Escrow Agent.
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the Escrow
Shares and the Royalty Escrow Funds deposited with it in accordance with the
terms of this Agreement; and
WHEREAS, in order to establish the escrow of the Escrow Shares and the
Royalty Escrow Funds and to effect the provisions of the various Agreements
delineated herein, the parties hereto have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:
1. Terms and Conditions
a. Security Interest in IP. To induce the Company to enter into the
P&S Agreement and to induce the Investor to enter into the Securities
Purchase Agreement, the Trust hereby grants to Investor a security interest
in $690,000 of the value of the IP described on EXHIBIT A attached hereto
(the "Secured Amount"), as security for the Company's obligations under the
Convertible Debentures. The security interest on the IP shall be released
by the Investor upon the repayment of $690,000 or conversion of such
amount, and any accrued interest on such amount, of the amounts due to
Investor in accordance with the terms of the of the Convertible Debentures.
b. Simultaneously with the execution of the Securities Purchase
Agreement, the Trust shall deliver to the Escrow Agent stock certificates
representing the Escrow Shares, together with duly executed and medallion
guaranteed stock powers or other appropriate transfer documents executed in
blank by the Trust (the "Transfer Documents"), and such Escrow Shares and
Transfer Documents shall be held by the Escrow Agent until the following
conditions have been met: (1) the Company has deposited a total of $690,000
in Royalty Escrow Funds with the Escrow Agent or (2) the Investor has been
repaid $690,000, and any accrued interest on such amount, of the amounts
due to Investor in accordance with the terms of the Convertible Debentures
(collectively, the "Release Conditions"), or the termination or expiration
of this Agreement.
c. Release of Escrow. Upon the occurrence of the Release Conditions,
the parties hereto shall notify the Escrow Agent and all parties hereto to
such effect in writing. The Trust shall have thirty (30) days from the
notice date to deposit $728,267.26 into the escrow account in exchange for
the Escrow Shares. If the Trust has not deposited such amount into the
escrow account within 30 days, the Escrow Agent shall distribute to the
Company the Transfer Documents and the certificates representing the Escrow
Shares, whereupon any and all rights of the Trust in the Escrow Shares
shall be terminated. Simultaneously, the Escrow Agent shall distribute the
Royalty Escrow Funds to the Trust, whereupon any and all rights of the
Company in the Royalty Escrow Funds shall be terminated. Notwithstanding
anything to the contrary contained herein, upon the occurrence of the
Release Conditions, this Agreement and Investor's security interest and
rights in and to the IP shall terminate.
d. Event of Default. An "Event of Default" shall be deemed to have
occurred under this Agreement upon an Event of Default under the
Transaction Documents.
e. Remedies. Upon and anytime after the occurrence of an Event of
Default, the Investor shall have the right to provide written notice of
such Event of Default (the "Default Notice") to the Escrow Agent, with a
copy to the Company and the Trust. Within ten (10) days after receipt of
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the Default Notice, the Escrow Agent shall deliver to Investor the Royalty
Escrow Funds held by the Escrow Agent hereunder. Upon receipt of the
Royalty Escrow Funds, the Investor shall have the right to (i) apply the
Royalty Escrow Funds to up to $690,000, plus accrued interest, of the
Obligations owed to the Investor by the Company under the Transaction
Documents, and (ii) any and all remedies of a secured party with respect to
the IP as may be available under the Uniform Commercial Code as in effect
in the State of New Jersey, provided that the Investor provide the Trust
with the opportunity to pay the difference in the Royalty Escrow Funds and
the Secured Amount within ten (10) days of the Default Notice, at which
time the security interest in the IP shall be released and the Escrow
Shares shall be returned to the Trust. To the extent that the Royalty
Escrow Funds received by the Investor are insufficient to satisfy the
Company's Obligations under the Transaction Documents in full, the Investor
shall be entitled to a deficiency judgment against the Company for such
amount.
2. Appointment of and Acceptance by Escrow Agent. The Investor and the
Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow
Agent hereby accepts such appointment and, agrees to hold and disburse the
Royalty Escrow Funds and the Escrow Shares in accordance with this Agreement.
a. The parties hereto acknowledge that the Escrow Agent is general
counsel to the Investor, a partner in the general partner of the Investor,
and counsel to the Investor in connection with the transactions
contemplated and referred herein. The parties hereto agree that in the
event of any dispute arising in connection with this Escrow Agreement or
otherwise in connection with any transaction or agreement contemplated and
referred herein, the Escrow Agent shall be permitted to continue to
represent the Investor and the Company will not seek to disqualify such
counsel.
3. Creation of Royalty Escrow Funds. On or prior to the date hereof, the
parties shall establish an escrow account with the Escrow Agent, which escrow
account shall be entitled as follows: Connected Media Technologies,
Inc./Rothschild Trust Holdings, LLC/Xxxxxxxxxx Equity Partners, LP Escrow
Account for the deposit of the Royalty Escrow Funds. The Company will wire the
Royalty Escrow Funds periodically to the account of the Escrow Agent as follows:
Bank: Wachovia, N.A. of New Jersey
Routing #: 000000000
Account #: 2000014931134
Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account
Name on Sub-Account: Connected Media Technologies, Inc./Rothschild Trust
Holdings, LLC/Xxxxxxxxxx Equity Partners, LP Escrow
Account
4. Suspension of Performance: Disbursement Into Court. If at any time,
there shall exist any dispute between the Company and the Investor with respect
to holding or disposition of any portion of the Royalty Escrow Funds, the Escrow
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Shares or any other obligations of Escrow Agent hereunder, or if at any time
Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the
proper disposition of any portion of the Royalty Escrow Funds or the Escrow
Shares or Escrow Agent's proper actions with respect to its obligations
hereunder, or if the parties have not within thirty (30) days of the furnishing
by Escrow Agent of a notice of resignation pursuant to Section 9 hereof,
appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in
its sole discretion, take either or both of the following actions:
a. Suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Escrow
Agreement until such dispute or uncertainty shall be resolved to the sole
satisfaction of Escrow Agent or until a successor Escrow Agent shall be
appointed (as the case may be); provided however, Escrow Agent shall
continue to invest the Royalty Escrow Funds in accordance with Section 5
hereof; and/or
b. Petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue
convenient to Escrow Agent, for instructions with respect to such dispute
or uncertainty, and to the extent required by law, pay into such court, for
holding and disposition in accordance with the instructions of such court,
the Escrow Shares and all funds held by it in the Royalty Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.
c. Escrow Agent shall have no liability to the Company, the Trust, the
Investor, or any person with respect to any such suspension of performance
or disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a
result of any delay in the disbursement of the Escrow Shares or the funds
held in the Royalty Escrow Funds or any delay in with respect to any other
action required or requested of Escrow Agent.
5. Investment of Royalty Escrow Funds. Escrow Agent shall deposit the
Royalty Escrow Funds in a non-interest bearing account.
6. Resignation and Removal of Escrow Agent. Escrow Agent may resign from
the performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Investor, the Trust, and the Company
identified in Section 13(a)(iv), (b)(iv), and (c) (iv), below, jointly shall
appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital and surplus
in excess of $10,000,000.00. Upon the acceptance in writing of any appointment
of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
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Agent's resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Royalty Escrow Funds and Escrow Shares,
and transfer all Escrow Shares and funds held by it in the Royalty Escrow Funds
to the successor Escrow Agent, after making copies of such records as the
retiring Escrow Agent deems advisable and after deduction and payment to the
retiring Escrow Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.
7. Liability of Escrow Agent.
--------------------------
a. Escrow Agent shall have no liability or obligation with respect to
the Royalty Escrow Funds except for Escrow Agent's willful misconduct or
gross negligence. Escrow Agent's sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Shares and Royalty
Escrow Funds in accordance with the terms of this Agreement. Escrow Agent
shall have no implied duties or obligations and shall not be charged with
knowledge or notice or any fact or circumstance not specifically set forth
herein. Escrow Agent may rely upon any instrument, not only as to its due
execution, validity and effectiveness, but also as to the truth and
accuracy of any information contained herein, which Escrow Agent shall in
good faith believe to be genuine, to have been signed or presented by the
person or parties purporting to sign the same and conform to the provisions
of this Agreement. In no event shall Escrow Agent be liable for incidental,
indirect, special, and consequential or punitive damages. Escrow Agent
shall not be obligated to take any legal action or commence any proceeding
in connection with the Escrow Shares and Royalty Escrow Funds, any account
in which Escrow Shares and Royalty Escrow Funds are deposited, this
Agreement or the Purchase Agreement, or to appear in, prosecute or defend
any such legal action or proceeding. Escrow Agent may consult legal counsel
selected by it in any event of any dispute or question as to construction
of any of the provisions hereof or of any other agreement or its duties
hereunder, or relating to any dispute involving any party hereto, and shall
incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company, the Trust and the Investor jointly and severally
shall promptly pay, upon demand, the reasonable fees and expenses of any
such counsel.
b. Escrow Agent is hereby authorized, in its sole discretion, to
comply with orders issued or process entered by any court with respect to
the Escrow Shares and Royalty Escrow Funds, without determination by Escrow
Agent of such court's jurisdiction in the matter. If any portion of the
Escrow Shares and Royalty Escrow Funds is at any time attached, garnished
or levied upon under any court order, or in case the payment, assignment,
transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in any case any order judgment or decree
shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its
sole discretion, to rely upon and comply with any such order, writ judgment
or decree which it is advised by legal counsel selected by it, binding upon
it, without the need for appeal or other action; and if Escrow Agent
complies with any such order, writ, judgment or decree, it shall not be
liable to any of the parties hereto or to any other person or entity by
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reason of such compliance even though such order, writ judgment or decree
may be subsequently reversed, modified, annulled, set aside or vacated.
8. Indemnification of Escrow Agent. From and at all times after the date of
this Agreement, the parties jointly and severally, shall, to the fullest extent
permitted by law and to the extent provided herein, indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorney's fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to this
Agreement, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transaction contemplated herein, whether or not any such
Indemnified Party is a party to any such action or proceeding, suit or the
target of any such inquiry or investigation; provided, however, that no
Indemnified Party shall have the right to be indemnified hereunder for liability
finally determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company, the Trust and the Investor hereunder in writing, and the Investor, the
Trust and the Company shall assume the defense thereof, including the employment
of counsel and the payment of all expenses. Such Indemnified Party shall, in its
sole discretion, have the right to employ separate counsel (who may be selected
by such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor, the Trust and/or the Company shall be required to pay such fees and
expense if (a) the Investor, the Trust or the Company agree to pay such fees and
expenses, or (b) the Investor, the Trust and/or the Company shall fail to assume
the defense of such action or proceeding or shall fail, in the sole discretion
of such Indemnified Party, to employ counsel reasonably satisfactory to the
Indemnified Party in any such action or proceeding, (c) the Investor, the Trust
and the Company are the plaintiff in any such action or proceeding or (d) the
named or potential parties to any such action or proceeding (including any
potentially impleaded parties) include both the Indemnified Party, the Company,
the Trust and/or the Investor and the Indemnified Party shall have been advised
by counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the Company, the Trust or
the Investor. The Investor, the Trust and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing. All such fees and expenses payable by the Company, the
Trust and/or the Investor pursuant to the foregoing sentence shall be paid from
time to time as incurred, both in advance of and after the final disposition of
such action or claim. The obligations of the parties under this section shall
survive any termination of this Agreement, and resignation or removal of the
Escrow Agent shall be independent of any obligation of Escrow Agent.
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The parties agree that neither payment by the Company, the Trust or the
Investor of any claim by Escrow Agent for indemnification hereunder shall
impair, limit, modify, or affect, as between the Investor, the Trust and the
Company, the respective rights and obligations of Investor, the Trust, and/or
the Company.
9. Expenses of Escrow Agent. The Company and the Trust equally shall
reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like. All of the compensation and reimbursement obligations set
forth in this Section shall be payable by the Company and the Trust, upon demand
by Escrow Agent. The obligations of the Company and the Trust under this Section
shall survive any termination of this Agreement and the resignation or removal
of Escrow Agent.
10. Representations and Warranties.
-------------------------------
a. The Investor makes the following representations and warranties to
Escrow Agent:
(i) The Investor has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary
action of the Investor, including any necessary approval of the
limited partners of the Investor or necessary corporate approval, as
applicable, has been executed by duly authorized officers of the
Investor, enforceable in accordance with its terms.
(iii) The execution, delivery, and performance of the Investor of
this Agreement will not violate, conflict with, or cause a default
under any agreement of limited partnership of Investor or the articles
of incorporation or bylaws of the Investor (as applicable), any
applicable law or regulation, any court order or administrative ruling
or degree to which the Investor is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding
arrangement.
(iv) Xxxxxx Press has been duly appointed to act as the
representative of the Investor hereunder and has full power and
authority to execute, deliver, and perform this Escrow Agreement, to
amend, modify, or waive any provision of this Agreement, and to take
any and all other actions as the Investor' representatives under this
Agreement, all without further consent or direction form, or notice
to, the Investor or any other party.
(v) All of the representations and warranties of the Investor
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Royalty
Escrow Funds and the Escrow Shares.
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b. The Company makes the following representations and warranties to
the Escrow Agent:
(i) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its
incorporation and has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary
corporate action of the Company, including any necessary shareholder
approval, has been executed by duly authorized officers of the
Company, enforceable in accordance with its terms.
(iii) The execution, delivery, and performance by the Company of
this Agreement is in accordance with the Transaction Documents and
will not violate, conflict with, or cause a default under the
certificate of incorporation or bylaws of the Company, any applicable
law or regulation, any court order or administrative ruling or decree
to which the Company is a party or any of its property is subject, or
any agreement, contract, indenture, or other binding arrangement,
including without limitation to the Transaction Documents, to which
the Company is a party.
(iv) Xxxxxxx Xxxx has been duly appointed to act as the
representative of the Company hereunder and has full power and
authority to execute, deliver, and perform this Agreement, to amend,
modify or waive any provision of this Agreement and to take all other
actions as the Company's Representative under this Agreement, all
without further consent or direction from, or notice to, the Company
or any other party.
(v) No party other than the parties hereto and the Investor has,
or shall have, any lien, claim or security interest in the IP or any
part thereof. No financing statement under the Uniform Commercial Code
is on file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the IP or any part
thereof.
(vi) All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Royalty
Escrow Funds and the Escrow Shares.
c. The Trust makes the following representations and warranties to the
Escrow Agent:
(i) The Trust is a limited liability company duly organized,
validly existing, and in good standing under the laws of the state of
its incorporation and has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary
action of the Trust, and has been executed by duly authorized members
of the Trust, enforceable in accordance with its terms.
(iii) The execution, delivery, and performance by the Trust of
this Agreement will not violate, conflict with, or cause a default
under any of its organizational documents, any applicable law or
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regulation, any court order or administrative ruling or decree to
which the Trust is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement.
(iv) Xxxxx Xxxxxxxxxx has been duly appointed to act as the
representative of the Trust hereunder and has full power and authority
to execute, deliver, and perform this Agreement, to amend, modify or
waive any provision of this Agreement and to take all other actions as
the Trust's Representative under this Agreement, all without further
consent or direction from, or notice to, the Trust or any other party.
(v) No party other than the parties hereto and the Investor has,
or shall have, any lien, claim or security interest in the IP or any
part thereof. No financing statement under the Uniform Commercial Code
is on file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the IP or any part
thereof.
(vi) All of the representations and warranties of the Trust
contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Royalty
Escrow Funds and the Escrow Shares.
11. Consent to Jurisdiction and Venue. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Xxxxxx County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.
12. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of receipt and addressed to the party to be
notified as follows:
If to Investor, to: Xxxxxxxxxx Equity Partners, LP
000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Press
Portfolio Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Escrow Agent: Xxxxx Xxxxxxxx, Esq.
000 Xxxxxx Xxxxxx - Xxxxx 0000
0
Xxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company, to: Connected Media Technologies, Inc.
00 XX 0xx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxx
Telephone:
Facsimile:
With a copy to: Xxxxxx & Xxxxxx, LLP
000 Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Trust, to: Rothschild Trust Holdings, LLC
00000 Xxxxxxx Xxxxxx #0000
Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone:
Facsimile:
With a copy to:
Or to such other address as each party may designate for itself by like notice.
13. Amendments or Waiver. This Agreement may be changed, waived, discharged
or terminated only by a writing signed by the parties hereto. No delay or
omission by any party in exercising any right with respect hereto shall operate
as waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion.
14. Severability. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.
16. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
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Royalty Escrow Funds and sets forth in their entirety the obligations and duties
of the Escrow Agent with respect to the Royalty Escrow Funds.
17. Binding Effect. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor, the Company,
the Trust, or the Escrow Agent.
18. Execution of Counterparts. This Agreement may be executed in counter
parts, which when so executed shall constitute one and same agreement or
direction.
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IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.
COMPANY
CONNECTED MEDIA TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
TRUST
ROTHSCHILD TRUST HOLDINGS, LLC
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Managing Member
INVESTOR
XXXXXXXXXX EQUITY PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxxxx X. Press
--------------------------------
Name: Xxxxxx X. Press
Title: Portfolio Manager
ESCROW AGENT
By: /s/ Xxxxx Xxxxxxxx, Esq.
--------------------------------
Name: Xxxxx Xxxxxxxx, Esq.
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