EXHIBIT 3
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of
February 8, 1999 by and among Gametech International, Inc., a Delaware
corporation ("Parent"), Xxxxxx X. Xxxxxxx, as agent (the "Securityholders'
Agent") for the Stockholders of Bingo Technologies Corporation (the
"Company"), Xxxx X. Xxxxxx. ("JL"), Siblings Partners, L.P., a Delaware
limited partnership ("Siblings"; JL and Siblings collectively, the
"Stockholders"), Xxxxxx X. Xxxxxxx ("GN"), and Xxxxx X. Xxxxxxx and US Bank
Trust, N.A., as the escrow agent (the "Escrow Agent").
RECITALS
A. Parent, Siblings, JL, GN and KN have entered into a Stock Purchase
Agreement, dated February 8, 1999 (together with the Exhibits and Schedules
thereto, the "Acquisition Agreement"), pursuant to which the Company became a
wholly-owned subsidiary of Parent. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Acquisition Agreement.
B. GH, KN and JL have agreed to provide certain indemnities to Parent in
connection with the Acquisition. GN and KN are beneficial owners of Siblings.
C. Pursuant to the Acquisition Agreement, Parents shall deposit with
the Escrow Agent the Siblings Escrow Shares (consisting of 373,387 shares of
Parent Common Stock), the Siblings Escrow Cash (consisting of $1,371,118) and
the JL Escrow Cash (consisting of $581,093), collectively, the Escrow Fund,
and such Escrow Fund will be released pursuant to the terms and conditions of
the Acquisition Agreement and this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties and
covenants set forth herein and in the Acquisition Agreement, and for other
good and valuable consideration, the receipts and sufficiency of which is
hereby acknowledged, the parties hereto and Escrow Agent agree as follows:
1. ESCROW AMOUNT. Parent has delivered directly to the Escrow Agent, as
provided by the Acquisition Agreement, (i) the Siblings Escrow Cash and JL
Escrow Cash for deposit into an interest bearing account, and (ii)
certificates, registered in the name of US Bank Trust, N.A., as escrow agent,
representing the Siblings Escrow Shares. The Siblings Escrow Cash and the JL
Escrow Cash shall be initially deposited in a money market account with US
Bank Trust, N.A., and thereafter shall be invested as Parent and the
Securityholders' Agent shall mutually agree. Siblings shall have voting
rights with respect to the Siblings Escrow Shares.
2. DISBURSEMENT FOR INDEMNIFICATION.
(a) NOTICES OF CLAIMS. Parent shall give prompt written notice (the
"Claim Notice") to the Securityholders' Agent and the Escrow Agent of any
claim or event known to it which gives rise
or may give rise to a claim for indemnification under Article VII of the
Acquisition Agreement. The Claim Notice shall specify the nature and estimated
amount of Damages (the "Claimed Amount"). The failure of Parent to give
notice as provided in this Section 2(a) shall not relieve any Stockholder of
its obligations under Article VII of the Acquisition Agreement, except to the
extent that such failure has adversely affected the rights of such
Stockholder. In the case of any claim for indemnification hereunder arising
out of a claim, action, suit or proceeding brought by any person who is not a
party to this Agreement (a "Third-Party Claim"), Parent also shall give the
Securityholders' Agent copies of any written claims, process or legal
pleadings with respect to such Third-Party Claim promptly after such
documents are received by Parent.
(b) OBJECTIONS TO CLAIMS. Within 20 days after delivery of a Claim
Notice, the Securityholders' Agent shall provide written notice (the
"Certificate of Objection") to Parent and the Escrow Agent of his objections,
if any, to the Claim Notice.
(i) If the Securityholders' Agent fails to deliver the
Certificate of Objection to Parent and the Escrow Agent within such time
period, Parent shall be entitled to receive the Claimed Amount from the
Escrow Fund in accordance herewith.
(ii) If the Securityholders' Agent delivers a Certificate of
Objection to Parent and the Escrow Agent (it being understood that Escrow
Agent may rely on such Certificate of Objection for the purposes of refusing
to make any disbursement), the amounts shall not be released from the Escrow
Fund until such time as (A) joint written instructions (the "Joint
Instructions"), executed by the Securityholders' Agent and Parent, are
delivered to the Escrow Agent directing the Escrow Agent to the manner and
amount of any disbursement to be made, (B) a written order from an
arbitrator or arbitrators issued pursuant to 2(b)(iii) below or (C) a
certified copy of a final unappealable order or judgment of a court of
competent jurisdiction determining that an amount is due to Parent is
delivered to the Escrow Agent. As used in this Agreement, a Claim Notice for
which no Certificate of Objection from the Securityholders' Agent is
received, Joint Instructions, arbitrator's order or court judgment are
referred to collectively as the "Applicable Release Document." As used in
this Agreement, the Claimed Amount in a Claim Notice for which no Certificate
of Objection from the Securityholders' Agent is received, or the amount
specified in such Joint Instructions, arbitrator's order, or court judgment,
as the case may be, is the "Indemnity Amount" with respect to such claim.
(iii) RESOLUTION OF CONFLICTS: ARBITRATION
(1) In case the Securityholders' Agent has delivered a
Certificate of Objection, the Securityholders' Agent and Parent shall attempt
in good faith to agree upon the rights of the respective parties with respect
to each of such claims. If the Securityholders' Agent and Parent should so
agree, Joint Written Instructions indicating such agreement shall be prepared
and signed by both parties and shall be furnished to the Escrow Agent.
(2) If no such agreement can be reached after good faith
negoitation, either Parent or the Securityholders' Agent may demand
arbitration of the matter unless the amount of the damage or loss is at issue
in pending litigation with a third party, in which event arbitration shall not
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be commenced until such amount is ascertained or both parties agree to
arbitration; and in either such event the matter shall be settled by
arbitration conducted by one arbitrator mutually agreeable to Parent and the
Securityholders' Agent. In the event that within forty-five (45) days after
submission of any dispute to arbitration. Parent and the Securityholders'
Agent cannot mutually agree on one arbitrator, Parent and the
Securityholders' Agent shall each select one arbitrator, and the two
arbitrators so selected shall select a third arbitrator. The arbitrator or
arbitrators, as the case may be, shall set a limited time period period and
establish procedures designed to reduce the cost and time for discovery while
allowing the parties an opportunity, adequate in the sole judgment of the
arbitrator or majority of the three arbitrators, as the case may be, to
discover relevant information from the opposing parties about the subject
matter of the dispute. The arbitrator or a majority of the three arbitrators,
as the case may be, shall rule upon motions to compel or limit discovery and
shall have the authority to impose sanctions, including attorneys' fees and
costs, to the extent as a court of competent law or equity, should the
arbitrator or a majority of the three arbitrators, as the case may be,
determine that discovery was sought without substantial justification or that
discovery was refused or objected to without substantial justification. The
decision of the arbitrator or a majority of the three arbitrators, as the
case may be, as to the validity and amount of any claim in such Claim Notice
shall be binding and conclusive upon the parties to this Agreement, and the
Escrow Agent shall be entitled to act in accordance with such decision and
make or withhold payments out of the Escrow Fund in accordance therewith.
Such decision shall be written and shall be supported by written findings of
fact and conclusions which shall set forth the award, judgment, decree or
order awarded by the arbitrator(s).
(3) Judgment upon any award rendered by the arbitrator(s)
may be entered in any court having jurisdiction. Any such arbitration shall
be held in Tempe, Arizona under the rules then in effect of the American
Arbitration Association. The arbitrator(s) shall determine how all expenses
relating to the arbitration shall be paid, including without limitation, the
respective expenses of each party, the fees of each arbitrator and the
administrative fee of the American Arbitration Association.
(c) RELEASE OF ESCROW. Distributions to Parent with respect to
Indemnity Amounts shall be allocated to the Siblings Escrow Shares, the
Siblings Escrow Cash, the JL Escrow Cash and the JL Offset Amount as set
forth on Exhibit A hereto, except that in the event that an Indemnity Amount
is based on a matter described in the last sentence of Section 7.2(a) of the
Acquisition Agreement, such Indemnity Amount shall be specially allocated to
the responsible party or parties, and such special allocation shall be
contained in the Applicable Release Document. To the extent that a
distribution is allocated to the Siblings Escrow Shares, GN shall within 10
days pay to the Escrow Agent the amount of such allocation in cash, and the
Escrow Agent shall pay such cash to Parent and release to Siblings a number
of the Siblings Escrow Shares equal to such cash amount divided by the Parent
Share Deemed Value. If GN fails to pay such amount of cash, upon request of
Parent, the Escrow Agent shall deliver to Parent a number of Siblings Escrow
Shares equal to such amount of cash divided by the Parent Share Deemed Value
or the last reported sale price of Parent Common Stock at the most recent
close of daily trading prior to the date of the Applicable Release Document,
whichever is less. To the extent that a distribution is allocated to the JL
Escrow Cash and the JL Offset, it shall first be paid from the JL Escrow
Cash, and to the extent that JL Escrow Cash is insufficient to satisfy such
combined allocation, Parent shall offset such excess amount prorata over the
next 12 monthly installments of the JL Deferred
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Cash. Subject to the foregoing, upon receipt by the Escrow Agent of an
Applicable Release Document, Escrow Agent shall deliver to Parent an amount
of cash equal to the Indemnity Amount.
(d) EXAMPLE. If, for example, the allocations of Exhibit A
were Siblings Escrow Shares 30%, Siblings Escrow Cash 35%, JL Escrow Cash 16%
and the JL Offset Amount 19%, and the Indemnity Amount were $2,000,000, GN
would pay the Escrow Agent (for payment to Parent) $600,000, $700,000 of the
Siblings Escrow Cash would be paid to Parent, all of the JL Escrow Cash
($581,093) would be paid to Parent, and Parent would offset $118,907 against
the JL Deferred Cash.
3. INTERIM DISTRIBUTIONS TO STOCKHOLDER: TERMINATION OF ESCROW.
(a) INTERIM DISTRIBUTIONS TO STOCKHOLDERS. Twelve months after the
Closing Date Parent shall instruct the Escrow Agent to release to the
Stockholders that amount of the Escrow Fund in excess of the Maximum
Liability Amount then in effect. Similarly, 18 months after the Closing Date
Parent shall instruct the Escrow Agent to release to the Stockholders that
amount of the Escrow Fund in excess of the Maximum Liability Amount then in
effect. In each such instance, in determining the portion of the Escrow Fund
to be released to JL, the JL Escrow Cash and the JL Offset Amount shall be
released in the proportion that the JL Escrow Cash bears to the sum of the JL
Escrow Cash and the JL Offset Amount.
(b) DISBURSEMENT OF ESCROW FUND UPON TERMINATION. Subject to
Section 3(c) below, if, at the close of business on the twenty-four month
anniversary of the Closing Date (the "Final Release Date"), any amounts still
remain in the Escrow Fund, and no claims for Damages are then pending, then
any of the Escrow Fund, together with any interest thereon, remaining in the
Escrow Account shall be disbursed as follows. Escrow Agent shall distribute
the remaining Siblings Escrow Shares and Siblings Escrow Cash to Siblings,
and the remaining JL Escrow Cash to JL according to written instructions
provided to the Escrow Agent by the Securityholders' Agent.
(c) ESCROW RESERVE. In the event that, at the Final Release Date,
unresolved claims for indemnification shall have been made by Parent, (i)
Escrow Agent shall set aside and retain (to the extent available in the
then-remaining Escrow Account) as a reserve to cover such claim or claims
(such amount so set aside and reserved, as reduced from time to time pursuant
to the provisions of this Agreement being herein called the "Escrow Account
Reserved Amount") such number of Siblings Escrow Shares (valued at the Parent
Share Deemed Value or the last reported sale price of Parent Common Stock at
the most recent close of daily trading prior to the date of release,
whichever is less), such amount of Sibling Escrow Cash and such amount of JL
Escrow Cash, all in the proportions set forth on Exhibit A, to satisfy the
Claimed Amount of all unresolved claims, and (ii) if such Siblings Escrow
Shares, Siblings Escrow Cash and JL Escrow Cash are insufficient to cover
unresolved claims, Parent shall be entitled to withhold such number of
installments of JL Deferred Cash (not in excess of the JL Offset Amount) as
necessary to cover any unresolved claims as part of the Escrow Account
Reserve Amount. Distributions of the Escrow Account Reserve Amount shall be
made by the Escrow Agent upon receipt of an Applicable Release Document.
After resolution of any pending claim, any Escrow Account Reserved Amount
remaining shall be distributed in accordance with the provision of Section
3(b) above.
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4. PROTECTION OF ESCROW FUND. The Escrow Agent shall hold and safeguard
the Escrow Fund during the Escrow Period, shall treat such funds as a trust
fund in accordance with the terms of this Agreement and shall hold and
dispose of the Escrow Fund only in accordance with the terms hereof.
5. ESCROW AGENT'S DUTIES.
(a) The Escrow Agent shall be obligated only for the performance of
such duties as are specifically set forth herein and may rely and shall be
protected in relying on any instrument reasonably believed to be genuine (or
to be a genuine copy or facsimile of such instrument) and to have been
signed or presented by the proper Party or Parties. The Escrow Agent shall not
be liable for any act done or omitted hereunder as Escrow Agent while acting
in good faith and in the exercise of reasonable judgment, and any act done or
omitted pursuant to the advice of counsel shall be conclusive evidence of
such good faith.
(b) The Escrow Agent is hereby expressly authorized to comply with
and obey orders, judgments or decrees of any court. In case the Escrow Agent
obeys or complies with any such order, judgment or decree of any court, the
Escrow Agent shall not be liable to any of the Parties or to any other person
by reason of such compliance, notwithstanding any such order, judgment or
decree being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.
(c) The Escrow Agent shall not be liable in any respect on account
of the identity, authority or rights of the Parties executing or delivering
or purporting to execute or deliver this Agreement or any documents or papers
deposited or called for hereunder.
(d) The Escrow Agent shall not be liable for the expiration of any
rights under any statute of limitations with respect to this Agreement or any
documents deposited with the Escrow Agent.
(e) The Escrow Agent shall be obligated only for the performance of
such duties as are specifically set forth herein, and as set forth in any
additional written escrow instructions which the Escrow Agent may receive
after the date of this Agreement which are signed by an officer of Parent and
the Securityholders' Representative, and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed to be
genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall not be liable for any act done or omitted hereunder as
Escrow Agent while acting in good faith and in the exercise of reasonable
judgment, and any act done or omitted pursuant to the advice of counsel shall
be conclusive evidence of such good faith.
(f) If any controversy arises between the parties to this
Agreement, or with any other party, concerning the subject matter of this
Agreement, its terms or conditions, the Escrow Agent will not be required to
determine the controversy or to take any action regarding it. The Escrow
Agent may hold all documents and the Escrow Amount and may wait for
settlement of any such controversy by final appropriate legal proceedings or
other means as, in the Escrow Agent's discretion, may be required of the
Escrow Agent. Furthermore, the Escrow Agent may at its option file an action
of interpleader requiring the Parties to answer and litigate any claims and
rights among themselves. The Escrow Agent
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is authorized to deposit with the clerk of the court all documents and the
Escrow Amount. Upon initiating such action, the Escrow Agent shall be fully
released and discharged of and from all obligations and liability imposed by
the terms of this Agreement.
(g) Parent shall pay the Escrow Agent its fees. Except in the case
of gross negligence or willful misconduct on the part of the Escrow Agent,
the Parties and their respective successors and assigns agree jointly and
severally to indemnify and hold Escrow Agent harmless against any and all
losses, claims, damages, liabilities, and expenses, including reasonable
costs of investigation, counsel fees and disbursements that may be imposed on
Escrow Agent or incurred by Escrow Agent in connection with the performance
of its duties under this Agreement, including but not limited to any
litigation arising from this Agreement or involving its subject matter.
(h) The Escrow Agent may resign at any time upon giving at least
fifteen (15) days written notice to the Parties; provided, however, that no
such resignation shall become effective until the appointment of a successor
Escrow Agent which shall be accomplished as follows: The Parties shall use
their best efforts to mutually agree on a successor Escrow Agent within
fifteen (15) days after receiving such notice. If the Parties fail to agree
upon a successor Escrow Agent within such time, the Escrow Agent shall have
the right to appoint a successor Escrow Agent which regularly serves as an
escrow agent in connection with commercial transactions of similar size to
that related to the Escrow Fund. The successor Escrow Agent shall execute and
deliver an instrument accepting such appointment and it shall, without
further acts, be vested with all the estates, properties, rights, powers, and
duties of the predecessor Escrow Agent as if originally named as Escrow
Agent. The Escrow Agent shall be discharged from any further duties and
liability under this Agreement.
(i) The Escrow Agent is not a party to, or is not bound by, any
provisions which may be evidenced by, or arise out of, any agreement other
than as therein set forth under the express provisions of this Escrow
Agreement.
(j) The Escrow Agent shall not be required to take notice of any
default or to take any action with respect to such default involving any
expense or liability, unless notice in writing of such default is formally
given to [title], of the Escrow Agent and unless it is indemnified, in a
manner satisfactory to it, against such expense or liability.
(k) The Escrow Agent may seek the advice of legal counsel in the
event of any question or dispute as to the construction of any of the
provisions hereof or its duties hereunder, and it shall incur no liability
and shall be fully protected in acting in accordance with the opinion and
instructions of such legal counsel.
(l) The Escrow Agent shall not be answerable for the default or
misconduct of any agent or legal counsel employed or appointed, at its
discretion, by it if such agent or legal counsel shall have been selected
with reasonable care.
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6. SECURITYHOLDERS' AGENT; POWER OF ATTORNEY.
(a) GN shall be appointed as the Securityholders' Agent for each
Stockholder of the Company, for and on behalf of Stockholders, to give and
receive notices and communications, to authorize delivery to Parent of shares
of Parent Common Stock from the Escrow Fund in satisfaction of claims by
Parent, to object to such deliveries, to agree to, negotiate, enter into
settlements and compromises of, and demand arbitration and comply with orders
of courts and awards of arbitrators with respect to such claims, and to take
all actions necessary or appropriate in the judgment of Securityholders'
Agent for the accomplishment of the foregoing. Such agency may be changed by
the Stockholders from time to time upon not less than thirty (30) days prior
written notice to Parent; provided that the Securityholders' Agent may not be
removed unless holders of a majority interest of the Escrow Fund agree to
such removal and to the identity of the substituted agent. No bond shall be
required of the Securityholders' Agent, and the Securityholders' Agent shall
not receive compensation for his or her services. Notices or communications
to or from the Securityholders' Agent shall constitute notice to or from each
of the Stockholders.
(b) the Securityholders' Agent shall not be liable for any act done
or omitted hereunder as Securityholders' Agent while acting in good faith and
in the exercise of reasonable judgment. The Stockholders on whose behalf the
Escrow Amount was contributed to the Escrow Fund shall severally indemnify
the Securityholders' Agent and hold the Securityholders' Agent harmless
against any loss, liability or expense incurred without negligence or bad
faith on the part of the Securityholders' Agent and arising out of or in
connection with the acceptance or administration of the Securityholders'
Agent's duties hereunder, including the reasonable fees and expenses of any
legal counsel retained by the Securityholders' Agent.
(c) A decision, act, consent or instruction of the Securityholders'
Agent shall constitute a decision of all the Stockholders for whom a portion
of the Escrow Amount otherwise issuable to them are deposited in the Escrow
Fund and shall be final, binding and conclusive upon each of such
Stockholders, and the Escrow Agent and Parent may rely upon any such
decision, act, consent or instruction of the Securityholders' Agent as being
the decision, act, consent or instruction of each and every such Stockholder.
The Escrow Agent and Parent are hereby relived from any liability to any
person for any acts done by them in accordance with such decision, act,
consent or instruction of the Securityholders' Agent.
7. GENERAL PROVISIONS.
(a) NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail
(return receipt requested) or sent via facsimile (with acknowledgment of
complete transmission) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
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(i) if to Parent to:
Gametech International, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000-0000
Attention: Chief Executive Officer
Facsimile: 602/804-1403
Telephone: 602/000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Rossti, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(ii) if a Securityholders' Representative:
Xxxxxx X. Xxxxxxx
0000 Xxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
with a copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(iii) if to Escrow Agent:
US Bank Trust, N.A.
Global Escrow Depository Services #SANF0527
Xxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxxx, Vice President
Facsimile: (000) 000-0000
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Telephone: (000) 000-0000
Any notice sent by mail shall be deemed given five (5) days after
deposited with the U.S. Postal Service; any notice sent by overnight delivery
service shall be deemed given the day after deposit; any notice given by
facsimile shall be deemed given one (1) hour after transmission, or if not a
business day, on the next business day.
(b) INTERPRETATION. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) COUNTERPARTS. This Agreement may be executed in one or more
counterparts; all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the Parties and the Escrow Agent and delivered to the other Party and
Escrow Agent, it being understood that all Parties and the Escrow Agent need
not sign the same counterpart.
(d) ENTIRE AGREEMENT. This Agreement among the Parties hereto and
the Escrow Agent, together with the Acquisition Agreement; (i) constitutes
the entire agreement among the Parties and the Escrow Agent with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among the Parties and the Escrow Agent
with respect to the subject matter hereof; (ii) except as expressly provided
herein, is not intended to confer upon any other person any rights or
remedies hereunder; and (iii) shall not be assigned by operation of law or
otherwise, except as otherwise specifically provided in writing by the
Parties and the Escrow Agent hereto; provided that Purchaser may assign its
rights and obligations hereunder to any of its subsidiaries, parents, or
affiliates or any successor in interest to the business of such Purchaser.
(e) SEVERABILITY. In the event that any part of this Agreement is
declared by any court or other judicial or administrative body to be null,
void, or unenforceable, said provision shall survive to the extent it is not
so declared, and all of the other provisions of this Agreement shall remain
in full force and effect.
(f) AMENDMENT WAIVERS. This Agreement may be amended or modified,
and any of the terms, covenants, representations, warranties, or conditions
hereof may be waived, only by a written instrument executed by the Parties
and the Escrow Agent, or in the case of a waiver, by the Party or Escrow
Agent waiving compliance. Any waiver by any Party or Escrow Agent of any
condition, or of the breach of any provision, term, covenant, representation,
or warranty contained in this Agreement, in any one or more instances, shall
not be deemed to be nor construed as further or continuing waiver of any such
condition, or of the breach of any other provision, term, covenant,
representation, or warranty of this Agreement.
(g) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law
thereof.
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(h) RULES OF CONSTRUCTION. The Parties hereto and the Escrow Agent
agree that they each have been represented by counsel during the negotiation
and execution of this Agreement and acknowledge that they each understand all
provisions of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities
in an agreement or other document will be construed against the party
drafting such agreement or document.
(i) AUTOMATIC SUCCESSION. Notwithstanding anything in this
Agreement to the contrary, any company into which the Escrow Agent may be
merged or with which it may be consolidated, or any company to whom the
Escrow Agent may transfer a substantial amount of its global escrow business,
shall be the successor to the Escrow Agent without the execution of filing of
any paper or any further act on the part of any of the Parties, provided,
however, the Escrow Agent shall at no time during the term of this Agreement
have a substantial financial relationship with either the Parent or Company.
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IN WITNESS WHEREOF, Parent, Company, Securityholders' Agent, the
Stockholders, GN, KN, and the Escrow Agent have caused this Agreement to be
signed by them or their respective duly authorized officers, all as of the
date first written above.
GAMETECH INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
SECURITYHOLDERS' REPRESENTATIVE
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
ESCROW AGENT
US BANK TRUST, N.A.
as Escrow Agent
By: /s/ Xxx Xxxxxx
--------------------------------
Name: Xxx Xxxxxx
Title: Vice President
STOCKHOLDERS
SIBLINGS PARTNERS, L.P.
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
XXXXXX X. XXXXXXX
Title: General Partner
/s/ Xxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
-------------------------------- ------------------------------------
XXXXX X. XXXXXXX XXXX X. XXXXXX
SIGNATURE PAGE TO ESCROW AGREEMENT
EXHIBIT A
Allocation of Payments to Parent
Dollars Ratio
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Siblings Escrow Shares 373,387 X $3.25* = $1,213,508 .0000
Xxxxxxxx Escrow Cash 1,371,118 .3514
JL Escrow Cash 581,093 .1489
JL Offset Amount 236,253 .1887
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$3,901,972 1.0000
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*Parent Share Deemed Value
A-1
