ESCROW AGREEMENT
THIS
ESCROW AGREEMENT
dated as
of June 14, 2006 (the “Escrow
Agreement”)
and
retroactively effective as of February 24, 2006 (the “Effective
Date”),
the
date that the shares subject to this Escrow Agreement were authorized for
issuance in advance the date that the Amended and Restated Service Contract
(the
“Agreement”)
was
entered into, is made among Public Company Management Corporation (“PCMC”),
for
itself and on behalf of its wholly-owned subsidiaries, XxXxxxxxXxxxx.xxx
(“GPT”)
and
Public Company Management Services, Inc. (“PCMS”),
Xxxxxx Xxxxxxxx, Esq. (the “Escrow
Agent”),
and
Pro Travel Networks, Inc. (“Pro
Travel”).
W I T N E S S E T H:
WHEREAS,
PCMC, GPT and PCMS are each a party to the Agreement and that certain Addendum
to Amended and Restated Service Contract (the “Addendum”)
dated
June 8, 2006, and retroactively effective as of April 6, 2006, the date of
the
Agreement.
WHEREAS,
the Agreement and the Addendum collectively provide in pertinent part that
in
the event that Pro Travel registers any securities pursuant to the Securities
Act of 1933 or the Securities Act of 1934, Pro Travel will, in addition to
making certain cash payments, issue 375,000 shares of its common stock (the
“Continuing
Stock Compensation”)
to
PCMS for services to be provided by PCMS under the Agreement during the first
12
months following the effective date of such registration and that PCMS is to
start providing services on the date that Pro Travel’s pending registration
statement on Form SB-2 is declared effective (the “Starting
Date”).
WHEREAS,
PCMS requested advance payment of the Continuing Stock Compensation and Pro
Travel was willing to make such payment in advance provided that PCMS deliver
into escrow prior to the Starting Date the Continuing Stock Compensation (the
“Escrowed
Shares”)
to be
held and released by the Escrow Agent subject to the terms provided
herein.
WHEREAS,
Pro Travel has acknowledged that it has issued the Continuing Stock Compensation
in the name of PCMS in advance of the date on which PCMS is to start providing
services and PCMS has acknowledged that it has received the Continuing Stock
Compensation and will start providing services on such date.
WHEREAS,
PCMC, GPT, PCMS and Pro Travel desire to provide for the safekeeping of the
Escrowed Shares until such time as the Escrow Agent is required to release
such
shares to PCMS as hereinafter set forth.
NOW,
THEREFORE, PCMC, GPT, PCMS, the Escrow Agent, and Pro Travel do hereby agree
as
follows:
ARTICLE
I
INTERPRETATION
1.1. Entire
Agreement.
This
Escrow Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter contained herein and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. There are no warranties, representations and other
agreements made by the parties in connection with the subject matter hereof
except as specifically set forth in this Escrow Agreement.
1.3. Extended
Meanings.
In this
Escrow Agreement words importing the singular number include the plural and
vice
versa; words importing the masculine gender include the feminine and neuter
genders. The word “person” includes an individual, body corporate, partnership,
trustee or trust or unincorporated association, executor, administrator or
legal
representative.
1.4. Waivers
and Amendments.
This
Escrow Agreement may be amended, modified, superseded, cancelled, renewed or
extended, and the terms and conditions hereof may be waived, only by a written
instrument signed by all parties, or, in the case of a waiver, by the party
waiving compliance. Except as expressly stated herein, no delay on the part
of
any party in exercising any right, power or privilege hereunder shall operate
as
a waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder preclude any other or future exercise of any other
right, power or privilege hereunder.
1.5. Headings.
The
division of this Escrow Agreement into articles, sections, subsections and
paragraphs and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Escrow
Agreement.
1.6. Law
Governing this Agreement.
This
Escrow Agreement shall be governed by and construed in accordance with the
laws
of the State of Nevada.
ARTICLE
II
DELIVERIES
TO THE ESCROW AGENT
2.1. PCMS
Deliveries.
Prior to
the Starting Date, PCMS shall deliver to the Escrow Agent the Escrowed Shares
and this Escrow Agreement executed by PCMS.
2.2. Pro
Travel Deliveries.
Prior
to the Starting Date, Pro Travel shall deliver this Escrow Agreement executed
by
Pro Travel.
2.3. Intention
to Create Escrow Over Escrowed Shares.
PCMS
and Pro Travel intend that the Escrowed Shares shall be held in escrow by the
Escrow Agent pursuant to this Escrow Agreement for their benefit as set forth
herein.
2.4. Escrow
Agent to Deliver Escrowed Shares.
The
Escrow Agent shall hold and release the Escrowed Shares only in accordance
with
the terms and conditions of this Escrow Agreement.
ARTICLE
III
ACTION
BY ESCROW AGENT; RELEASE OF TRANSACTION DOCUMENTS AND ESCROWED
SHARES
3.1. Release
of Escrow.
Subject
to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed
Shares to PCMS on the earlier of the date that Pro Travel’s pending registration
statement on Form SB-2 is declared effective or June 30, 2006.
3.2. Acknowledgement
of PCMC, GPT, PCMS and Pro Travel; Disputes.
PCMC,
GPT, PCMS and Pro Travel acknowledge that the only terms and conditions upon
which the Escrowed Shares are to be released are set forth in Sections 3 and
4
of this Escrow Agreement and each reaffirms its agreement to abide by the terms
and conditions of this Escrow Agreement with respect to the release of the
Escrowed Shares. Any dispute with respect to the release of the Escrowed Shares
shall be resolved pursuant to Section 4.2 or by agreement between the PCMC,
GPT,
PCMS, Pro Travel and the Escrow Agent.
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ARTICLE
IV
CONCERNING
THE ESCROW AGENT
4.1. Duties
and Responsibilities of the Escrow Agent.
The
Escrow Agent’s duties and responsibilities shall be subject to the following
terms and conditions:
(a) PCMC,
GPT, PCMS and Pro Travel acknowledge and agree that the Escrow Agent (i) shall
not be responsible for or bound by, and shall not be required to inquire into
whether PCMS is entitled to receipt of the Escrowed Shares pursuant to any
other
agreement or otherwise; (ii) shall be obligated only for the performance of
such
duties as are specifically assumed by the Escrow Agent pursuant to this Escrow
Agreement; (iii) may rely on and shall be protected in acting or refraining from
acting upon any written notice, instruction, instrument, statement, request
or
document furnished to it hereunder and believed by the Escrow Agent in good
faith to be genuine and to have been signed or presented by the proper person
or
party, without being required to determine the authenticity or correctness
of
any fact stated therein or the propriety or validity or the service thereof;
(iv) may assume that any person believed by the Escrow Agent in good faith
to be
authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than Escrow Agent gives its own similar property, but in no event less
than a reasonable amount of care; and (vi) may consult counsel satisfactory
to
Escrow Agent, the opinion of such counsel to be full and complete authorization
and protection in respect of any action taken, suffered or omitted by Escrow
Agent hereunder in good faith and in accordance with the opinion of such
counsel.
(b) PCMC,
GPT, PCMS and Pro Travel acknowledge that the Escrow Agent is acting solely
as a
stakeholder at their request and that the Escrow Agent shall not be liable
for
any action taken by Escrow Agent in good faith and believed by Escrow Agent
to
be authorized or within the rights or powers conferred upon Escrow Agent by
this
Escrow Agreement. PCMC, GPT, PCMS and Pro Travel agree to indemnify and hold
harmless the Escrow Agent and any of Escrow Agent’s partners, employees, agents
and representatives for any action taken or omitted to be taken by Escrow Agent
or any of them hereunder, including the fees of outside counsel and other costs
and expenses of defending itself against any claim or liability under this
Escrow Agreement, except in the case of gross negligence or willful misconduct
on Escrow Agent’s part committed in its capacity as Escrow Agent under this
Escrow Agreement. The Escrow Agent shall owe a duty only to PCMC, GPT, PCMS
and
Pro Travel under this Escrow Agreement and to no other person.
(c) The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving five
(5)
days prior written notice of resignation to PCMC, GPT, PCMS and Pro Travel.
Prior to the effective date of the resignation as specified in such notice,
PCMC, GPT, PCMS and Pro Travel will issue to the Escrow Agent joint written
instructions authorizing delivery of the Escrowed Shares to a substitute Escrow
Agent selected by PCMC, GPT or PCMS. If no successor Escrow Agent is named,
the
Escrow Agent may apply to a court of competent jurisdiction in the State of
Nevada for appointment of a successor Escrow Agent, and to deposit the Escrowed
Shares with the clerk of any such court.
(d) The
Escrow Agent does not have and will not have any interest in the Escrowed
Shares, but is serving only as escrow agent, having only possession
thereof.
(e) This
Escrow Agreement sets forth exclusively the duties of the Escrow Agent with
respect to any and all matters pertinent thereto and no implied duties or
obligations shall be read into this Escrow Agreement.
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(f) The
provisions of this Section 4.1 shall survive the resignation of the Escrow
Agent
or the termination of this Escrow Agreement.
ARTICLE
V
GENERAL
MATTERS
5.1. Termination.
This
escrow shall terminate upon the release of all of the Escrowed Shares or at
any
time upon the agreement in writing of PCMC, GPT, PCMS and Pro
Travel.
5.2. Notices.
Any
notice, request or other communication hereunder shall be given in writing
and
shall be delivered personally or mailed, certified or registered mail, return
receipt requested, or delivered by overnight courier service, to the following
addresses, or such other addresses as shall be given by notice delivered
hereunder, and shall be deemed to have been given upon delivery, if delivered
personally, four (4) days after mailing, if mailed, or one (1) business day
after timely delivery to the overnight courier service, if delivered by
overnight courier service to the party at the address provided for such party
on
the signature page hereto.
5.3. Interest.
The
Escrowed Shares shall not be held in an interest bearing account nor will
interest be payable in connection therewith.
5.4. Assignment;
Binding Agreement.
Neither
this Escrow Agreement nor any right or obligation hereunder shall be assignable
by any party without the prior written consent of the other parties hereto.
This
Escrow Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, successors and
assigns.
5.5. Invalidity.
In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the parties hereto shall
be
enforceable to the fullest extent permitted by law.
5.6. Counterparts/Execution.
This
Escrow Agreement may be executed in any number of counterparts and by different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but
one
and the same instrument. This Escrow Agreement may be executed by facsimile
transmission and delivered by facsimile transmission.
5.7. Agreement.
Each of
the undersigned parties represents that each such party has read the foregoing
Escrow Agreement and understands and agrees to it.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement to
be
binding and effective as of the Effective Date.
PCMC
|
Public
Company Management Corporation
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
GPT
|
XxXxxxxxXxxxx.xxx
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
PCMS
|
Public
Company Management Services, Inc.
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
Address: 0000
Xx Xxxxxx Xx
|
Xxx
Xxxxx, XX 00000
|
Facsimile:
|
Pro
Travel
|
By:
/s/
Xxxx
Xxxxxxxxx
|
Xxxx
Xxxxxxxxx, President
|
Address: 000
X Xxxx Xxx, Xxx 000
|
Xxxxxx,
XX 00000
|
Facsimile:
|
Escrow
Agent
|
Xxxxxx
Xxxxxxxx, Esq.
|
/s/
Xxxxxx
Xxxxxxxx
|
Xxxxxx
Xxxxxxxx, Esq.
|
Address:
0000 X Xxxxxx Xxx, Xxx 000
|
Xxx
Xxxxx, XX 00000
|
Facsimile:
|
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