ESCROW AGREEMENT
Exhibit
10.2
ESCROW
AGREEMENT (“Agreement”) dated [Closing Date] by and among RHAPSODY ACQUISITION
CORP., a Delaware corporation (“Delcorp”), XXXXX XXXXX, as the Target
Stockholders’ Representative, being the representative of the former
stockholders of PRIMORIS CORPORATION, a Nevada corporation (the
“Representative”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow
agent (the “Escrow Agent”).
Delcorp,
Primoris Corporation (“Target”) and certain stockholders of Target are the
parties to an Agreement and Plan of Merger and Reorganization dated as of
February 19, 2008 (the “Merger Agreement”) pursuant to which Target has merged
into Delcorp, with Delcorp being the surviving entity of such merger. Pursuant
to the Merger Agreement, Delcorp is to be indemnified in certain respects.
The
parties desire to establish an escrow fund as collateral security for the
indemnification obligations under the Merger Agreement. The Representative
has
been designated pursuant to the Merger Agreement to represent all of the former
stockholders of Target (the “Stockholders”) and each Permitted Transferee (as
hereinafter defined) of the Stockholders (the Stockholders and all such
Permitted Transferees are hereinafter referred to collectively as the “Owners”),
and to act on their behalf for purposes of this Agreement. Capitalized terms
used herein that are not otherwise defined herein shall have the meanings
ascribed to them in the Merger Agreement.
The
parties agree as follows:
1. (a) Concurrently
with the execution hereof, each of the Stockholders is delivering to the Escrow
Agent, to be held in escrow pursuant to the terms of this Agreement, stock
certificates issued in the name of such Stockholder representing seven and
one-half percent (7.5%) of the total number of Base Shares received by such
Stockholder pursuant to the Merger Agreement, together with two (2) assignments
separate from certificate executed in blank by such Stockholder, with medallion
signature guaranties. The shares of Delcorp Common Stock represented by the
stock certificates so delivered by the Stockholders to the Escrow Agent are
herein referred to in the aggregate as the “Escrow Fund.” The Escrow Agent shall
maintain a separate account for each Stockholder’s, and, subsequent to any
transfer permitted pursuant to Paragraph 1(e) hereof, each Owner’s, portion of
the Escrow Fund.
(a) The
Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and
disburse the Escrow Fund pursuant to the terms and conditions hereof. It shall
treat the Escrow Fund as a trust fund in accordance with the terms of this
Agreement and not as the property of Delcorp. The Escrow Agent’s duties
hereunder shall terminate upon its distribution of the entire Escrow Fund in
accordance with this Agreement.
(b) Except
as herein provided, the Owners shall retain all of their rights as stockholders
of Delcorp with respect to shares of Delcorp Common Stock constituting the
Escrow Fund during the period the Escrow Fund is held by the Escrow Agent (the
“Escrow Period”), including, without limitation, the right to vote their shares
of Delcorp Common Stock included in the Escrow Fund.
(c) During
the Escrow Period, all dividends payable in cash with respect to the shares
of
Delcorp Common Stock included in the Escrow Fund shall be paid to the Owners,
but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Fund” shall be deemed to
include the Non-Cash Dividends distributed thereon, if any.
(d) During
the Escrow Period, no sale, transfer or other disposition may be made of any
or
all of the shares of Delcorp Common Stock in the Escrow Fund except (i) to
a
“Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of
descent and distribution upon death of any Owner, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such permissive
transfers may be implemented only upon the respective transferee’s written
agreement to be bound by the terms and conditions of this Agreement. As used
in
this Agreement, the term “Permitted Transferee” shall include: (x) members of a
Stockholder’s “Immediate Family” (as hereinafter defined); (y) an entity in
which (A) a Stockholder and/or members of a Stockholder’s Immediate Family
beneficially own 100% of such entity’s voting and non-voting equity securities,
or (B) a Stockholder and/or a member of such Stockholder’s Immediate Family is a
general partner and in which such Stockholder and/or members of such
Stockholder’s Immediate Family beneficially own 100% of all capital accounts of
such entity; and (z) a revocable trust established by a Stockholder during
his
lifetime for the benefit of such Stockholder or for the exclusive benefit of
all
or any of such Stockholder’s Immediate Family. As used in this Agreement, the
term “Immediate Family” means, with respect to any Stockholder, a spouse,
Delcorp, lineal descendants, the spouse of any lineal descendant, and brothers
and sisters (or a trust, all of whose current beneficiaries are members of
an
Immediate Family of the Stockholder). In connection with and as a condition
to
each permitted transfer, the Permitted Transferee shall deliver to the Escrow
Agent an assignment separate from certificate executed by the transferring
Stockholder, with medallion signature guaranty, or where applicable, an order
of
a court of competent jurisdiction, evidencing the transfer of shares to the
Permitted Transferee, together with two (2) assignments separate from
certificate executed in blank by the Permitted Transferee, with medallion
signature guaranties, with respect to the shares transferred to the Permitted
Transferee. Upon receipt of such documents, the Escrow Agent shall deliver
to
Delcorp’s transfer agent the original stock certificate out of which the
assigned shares are to be transferred, together with the executed assignment
separate from certificate executed by the transferring Stockholder, or a copy
of
the applicable court order, and shall request that Delcorp issue new
certificates representing (m) the number of shares, if any, that continue to
be
owned by the transferring Stockholder, and (n) the number of shares owned by
the
Permitted Transferee as the result of such transfer. Delcorp, the transferring
Stockholder and the Permitted Transferee shall cooperate in all respects with
the Escrow Agent in documenting each such transfer and in effectuating the
result intended to be accomplished thereby. During the Escrow Period, no Owner
shall pledge or grant a security interest in such Owner’s shares of Delcorp
Common Stock included in the Escrow Fund or grant a security interest in such
Owner’s rights under this Agreement.
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2. (a) Delcorp,
acting through the current or former member or members of Delcorp’s Board of
Directors who has or have been appointed by Delcorp to take all necessary
actions and make all decisions on behalf of Delcorp with respect to its rights
to indemnification under Article VII of the Merger Agreement (the “Committee”),
may make a claim for indemnification pursuant to the Merger Agreement
(“Indemnification Claim”) against the Escrow Fund by giving notice (a “Notice”)
to the Representative (with a copy to the Escrow Agent) specifying (i) the
covenant, representation, warranty, agreement, undertaking or obligation
contained in the Merger Agreement which it asserts has been breached or
otherwise entitles Delcorp to indemnification, (ii) in reasonable detail, the
nature and dollar amount of any Indemnification Claim, (iii) whether the
Indemnification Claim is a claim is a Basic Indemnification Claim, a Tax
Indemnification Claim or an Environmental Indemnification Claim, and (iv)
whether the Indemnification Claim results from a Third Party Claim against
Delcorp or Target. The Committee also shall deliver to the Escrow Agent (with
a
copy to the Representative), concurrently with its delivery to the Escrow Agent
of the Notice, a certification as to the date on which the Notice was delivered
to the Representative. As used herein, “Basic Indemnification Claim” means an
Indemnification Claim other than a Tax Indemnification Claim or an Environmental
Indemnification Claim.
(b) If
the Representative shall give a notice to the Committee (with a copy to the
Escrow Agent) (a “Counter Notice”), within 30 days following the date of receipt
(as specified in the Committee’s certification) by the Representative of a copy
of the Notice, disputing whether the Indemnification Claim is indemnifiable
under the Merger Agreement, the Committee and the Representative shall attempt
to resolve such dispute by voluntary settlement as provided in paragraph 2(c)
below. If no Counter Notice with respect to an Indemnification Claim is received
by the Escrow Agent from the Representative within such 30-day period, the
Indemnification Claim shall be deemed to be an Established Claim (as hereinafter
defined) for purposes of this Agreement.
(c) If
the Representative delivers a Counter Notice to the Escrow Agent, the Committee
and the Representative shall, during the period of 60 days following the
delivery of such Counter Notice or such greater period of time as the parties
may agree to in writing (with a copy to the Escrow Agent), attempt to resolve
the dispute with respect to which the Counter Notice was given. If the Committee
and the Representative shall reach a settlement with respect to any such
dispute, they shall jointly deliver written notice of such settlement to the
Escrow Agent specifying the terms thereof. If the Committee and the
Representative shall be unable to reach a settlement with respect to a dispute,
such dispute shall be resolved by arbitration pursuant to paragraph 2(d)
below.
(d) If
the Committee and the Representative cannot resolve a dispute prior to
expiration of the 60-day period referred to in paragraph 2(c) above (or such
longer period as the parties may have agreed to in writing), then such dispute
shall be submitted (and either party may submit such dispute) for arbitration
before the Judicial Arbitration and Medication Service (“JAMS”) in Orange
County, California, pursuant to Section 10.12 of the Merger
Agreement.
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(e) As
used in this Agreement, “Established Claim” means any (i) Indemnification Claim
deemed established pursuant to the last sentence of paragraph 2(b) above, (ii)
Indemnification Claim resolved in favor of Delcorp by settlement pursuant to
paragraph 2(c) above, resulting in a dollar award to Delcorp, (iii)
Indemnification Claim established by the decision of an arbitrator pursuant
to
paragraph 2(d) above, resulting in a dollar award to Delcorp, (iv) Third Party
Claim that has been sustained by a final determination (after exhaustion of
any
appeals) of a court of competent jurisdiction, or (v) Third Party Claim that
the
Committee and the Representative have jointly notified the Escrow Agent has
been
settled in accordance with the provisions of the Merger Agreement.
(f) (i) Promptly
after an Indemnification Claim becomes an Established Claim, the Committee
and
the Representative shall jointly deliver a notice to the Escrow Agent (a “Joint
Notice”) directing the Escrow Agent to pay to Delcorp, and the Escrow Agent
promptly shall pay to Delcorp, an amount equal to the aggregate dollar amount
of
the Established Claim (or, if at such time there remains in the Escrow Fund
less
than the full amount so payable, the full amount remaining in the Escrow
Fund).
(ii) Payment
of an Established Claim shall be made from Escrow Shares pro rata from the
account maintained on behalf of each Owner. For purposes of each payment, such
shares shall be valued at the “Fair Market Value” (as defined below). However,
in no event shall the Escrow Agent be required to calculate Fair Market Value
or
make a determination of the number of shares to be delivered to Delcorp in
satisfaction of any Established Claim; rather, such calculation shall be
included in and made part of the Joint Notice. The Escrow Agent shall transfer
to Delcorp out of the Escrow Fund that number of shares of Delcorp Common Stock
necessary to satisfy each Established Claim, as set out in the Joint Notice.
Any
dispute between the Committee and the Representative concerning the calculation
of Fair Market Value or the number of shares necessary to satisfy any
Established Claim, or any other dispute regarding a Joint Notice, shall be
resolved between the Committee and the Representative in accordance with the
procedures specified in paragraph 2(d) above, and shall not involve the Escrow
Agent. Each transfer of shares in satisfaction of an Established Claim shall
be
made by the Escrow Agent delivering to Delcorp one or more stock certificates
held in each Owner’s account evidencing not less than such Owner’s pro rata
portion of the aggregate number of shares specified in the Joint Notice,
together with assignments separate from certificate executed in blank by such
Owner and completed by the Escrow Agent in accordance with instructions included
in the Joint Notice. Upon receipt of the stock certificates and assignments,
Delcorp shall deliver to the Escrow Agent new certificates representing the
number of shares owned by each Owner after such payment. The parties hereto
(other than the Escrow Agent) agree that the foregoing right to make payments
of
Established Claims in shares of Delcorp Common Stock may be made notwithstanding
any other agreements restricting or limiting the ability of any Owner to sell
any shares of Delcorp stock or otherwise. The Committee and the Representative
shall be required to exercise utmost good faith in all matters relating to
the
preparation and delivery of each Joint Notice. As used herein, “Fair Market
Value” means the average reported closing price for the Delcorp Common Stock for
the ten trading days ending on the last trading day prior to (x) the day the
Established Claim is paid with respect to Indemnification Claims paid on or
before the Basic Escrow Termination Date, (y) the Basic Escrow Termination
Date
with respect to shares constituting the Pending Claims Reserve (as hereinafter
defined) on the Basic Escrow Termination Date, and (z) with respect to shares
placed in the Pending Claims Reserve for a Tax Indemnification Claim or
Environmental Indemnification Claim asserted after the Basic Escrow Termination
Date, the day such Tax Indemnification Claim or Environmental Indemnification
Claim is asserted.
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(iii) Notwithstanding
anything herein to the contrary, at such time as an Indemnification Claim has
become an Established Claim, the Representative shall have the right to
substitute for the Escrow Shares that otherwise would be paid in satisfaction
of
such claim (the “Claim Shares”), cash in an amount equal to the Fair Market
Value of the Claim Shares (“Substituted Cash”). In such event (i) the Joint
Notice shall include a statement describing the substitution of Substituted
Cash
for the Claim Shares, and (ii) substantially contemporaneously with the delivery
of such Joint Notice, the Representative shall cause currently available funds
to be delivered to the Escrow Agent in an amount equal to the Substituted Cash.
Upon receipt of such Joint Notice and Substituted Cash, the Escrow Agent shall
(y) in payment of the Established Claim described in the Joint Notice, deliver
the Substituted Cash to Delcorp in lieu of the Claim Shares, and (z) cause
the
Claim Shares to be returned to the Representative.
3. (a) On
the first Business Day after the Basic Escrow Termination Date, upon receipt
of
a Joint Notice, the Escrow Agent shall distribute and deliver to each Owner
certificates representing shares of Delcorp Common Stock then in such Owner’s
account in the Escrow Fund equal to four-fifths of the original number of shares
placed in such Owner’s account less that number of shares in such Owner’s
account equal to the sum of (i) the number of shares applied in satisfaction
of
Indemnification Claims made prior to that date and (ii) the number of shares
in
the Pending Claims Reserve allocated to such Owner’s account, as provided in the
following sentence, and shall continue to hold the remaining shares in such
Owner’s account as T/E Indemnity Shares. If, at such time, there are any
Indemnification Claims with respect to which Notices have been received but
which have not been resolved pursuant to Section 2 hereof or in respect of
which
the Escrow Agent has not been notified of, and received a copy of, a final
determination (after exhaustion of any appeals) by a court of competent
jurisdiction, as the case may be (in either case, “Pending Claims”), and which,
if resolved or finally determined in favor of Delcorp, would result in a payment
to Delcorp, the Escrow Agent shall retain in the Pending Claims Reserve that
number of shares of Delcorp Common Stock having a Fair Market Value equal to
the
dollar amount for which indemnification is sought in such Indemnification Claim,
allocated pro rata from the account maintained on behalf of each Owner. The
Committee shall certify to the Escrow Agent the Fair Market Value to be used
in
calculating the Pending Claims Reserve and the number of shares of Delcorp
Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes
an Established Claim, the Committee and the Representative shall deliver to
the
Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Delcorp
the
number of shares in the Pending Claims Reserve in respect thereof determined
in
accordance with paragraph 2(f) above and to deliver to each Owner the remaining
shares in the Pending Claims Reserve allocated to such Pending Claim, all as
specified in a Joint Notice. If any Pending Claim is resolved against Delcorp,
the Committee and the Representative shall deliver to the Escrow Agent a Joint
Notice directing the Escrow Agent to pay to each Owner its pro rata portion
of
the number of shares allocated to such Pending Claim in the Pending Claims
Reserve.
(b) On
the first Business Day after the T/E Escrow Termination Date, upon receipt
of a
Joint Notice, the Escrow Agent shall distribute and deliver to each Owner
certificates representing the shares of Delcorp Common Stock then in such
Owner’s account in the Escrow Fund that are T/E Indemnity Shares other than T/E
Indemnity Shares in the Pending Claims Reserve. Upon the subsequent resolution
of a Claim for which shares remain in the Pending Claims Reserve, upon receipt
of a Joint Notice, the Escrow Agent shall distribute and deliver such shares
to
the Delcorp, if the Claim is resolved in favor of Delcorp, or, if resolved
against Delcorp, to the Owners pro rata to the accounts maintained for them.
Upon resolution of all Pending Claims, the Committee and the Representative
shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent
shall pay to each Owner the remaining portion of his or her account in the
Escrow Fund.
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(c) As
used herein, the “Pending Claims Reserve” shall mean, at the time any such
determination is made, that number of shares of Delcorp Common Stock in the
Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar
amounts claimed to be due with respect to all Pending Claims (as shown in the
Notices of such Claims).
4. The
Escrow Agent, the Committee and the Representative shall cooperate in all
respects with one another in the calculation of any amounts determined to be
payable to Delcorp and the Owners in accordance with this Agreement and in
implementing the procedures necessary to effect such payments.
5. (a) The
Escrow Agent undertakes to perform only such duties as are expressly set forth
herein. It is understood that the Escrow Agent is not a trustee or fiduciary
and
is acting hereunder merely in a ministerial capacity.
(b) The
Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report or other paper or document (not only as to its
due
execution and the validity and effectiveness of its provisions, but also as
to
the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by
the
proper person or persons. The Escrow Agent shall not be bound by any notice
or
demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper
party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.
(c) The
Escrow Agent’s sole responsibility upon receipt of any notice requiring any
payment to Delcorp pursuant to the terms of this Agreement or, if such notice
is
disputed by the Committee or the Representative, the settlement with respect
to
any such dispute, whether by virtue of joint resolution, arbitration or
determination of a court of competent jurisdiction, is to pay to Delcorp the
amount specified in such notice, and the Escrow Agent shall have no duty to
determine the validity, authenticity or enforceability of any specification
or
certification made in such notice.
(d) The
Escrow Agent shall not be liable for any action taken by it in good faith and
believed by it to be authorized or within the rights or powers conferred upon
it
by this Agreement, and may consult with counsel of its own choice and shall
have
full and complete authorization and indemnification under Section 5(g), below,
for any action taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel.
(e) The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn over the
Escrow Fund to a successor escrow agent appointed jointly by the Committee
and
the Representative. If no new escrow agent is so appointed within the 60 day
period following the giving of such notice of resignation, the Escrow Agent
may
deposit the Escrow Fund with any court it reasonably deems
appropriate.
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(f) The
Escrow Agent shall be indemnified and held harmless by Delcorp from and against
any expenses, including counsel fees and disbursements, or loss suffered by
the
Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates
to
this Agreement, the services of the Escrow Agent hereunder, or the Escrow Fund
held by it hereunder, other than expenses or losses arising from the gross
negligence or willful misconduct of the Escrow Agent. Promptly after the receipt
by the Escrow Agent of notice of any demand or claim or the commencement of
any
action, suit or proceeding, the Escrow Agent shall notify the other parties
hereto in writing. In the event of the receipt of such notice, the Escrow Agent,
in its sole discretion, may commence an action in the nature of interpleader
in
the United States District Court for the Central Division of California in
Orange County, California.
(g) The
Escrow Agent shall be entitled to reasonable compensation from Delcorp for
all
services rendered by it hereunder. The Escrow Agent shall also be entitled
to
reimbursement from Delcorp for all expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all
counsel, advisors’ and agents’ fees and disbursements and all taxes or other
governmental charges.
(h) From
time to time on and after the date hereof, the Committee and the Representative
shall deliver or cause to be delivered to the Escrow Agent such further
documents and instruments and shall do or cause to be done such further acts
as
the Escrow Agent shall reasonably request to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance herewith
or to
assure itself that it is protected in acting hereunder.
(i) Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful
misconduct.
6. This
Agreement expressly sets forth all the duties of the Escrow Agent with respect
to any and all matters pertinent hereto. No implied duties or obligations shall
be read into this Agreement against the Escrow Agent. The Escrow Agent shall
not
be bound by the provisions of any agreement among the parties hereto except
this
Agreement and shall have no duty to inquire into the terms and conditions of
any
agreement made or entered into in connection with this Agreement, including,
without limitation, the Merger Agreement.
7. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective heirs, successors, assigns and legal representatives, shall
be
governed by and construed in accordance with the law of Delaware applicable
to
contracts made and to be performed therein except that issues relating to the
rights and obligations of the Escrow Agent shall be governed by and construed
in
accordance with the law of New York applicable to contracts made and to be
performed therein. This Agreement cannot be changed or terminated except by
a
writing signed by the Committee, the Representative and the Escrow
Agent.
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8. The
Committee and the Representative each hereby consents to the exclusive
jurisdiction of the federal and state courts sitting in Orange County,
California, with respect to any claim or controversy arising out of this
Agreement. Service of process in any action or proceeding brought against the
Committee or the Representative in respect of any such claim or controversy
may
be made upon it by registered mail, postage prepaid, return receipt requested,
at the address specified in Section 9, with copies delivered by nationally
recognized overnight carrier to Xxxxxxxx Xxxxxx, The Chrysler Building, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000-0000, Attention: Xxxxx Xxxx Xxxxxx,
Esq.,
and to Xxxxx & Xxxxxx, 000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx Xxxx, XX
00000-0000, Attention: Xxxxxx Xxxx, Esq.
9. All
notices and other communications under this Agreement shall be in writing and
shall be deemed given if given by hand or delivered by nationally recognized
overnight carrier, or if given by telecopier and confirmed by mail (registered
or certified mail, postage prepaid, return receipt requested), to the respective
parties as follows:
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A.
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If
to the Committee, to it at:
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Xxxx
Xxxxxxxxx
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000
Xxxxx Xxxxxx, 00xx Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Telecopier
No.: 000-000-0000
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with
a copy to:
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Xxxxxxxx
Xxxxxx
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The
Chrysler Building
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000
Xxxxxxxxx Xxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000-0000
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Attention:
Xxxxx Xxxx Xxxxxx, Esq.
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Telecopier
No.: 000-000-0000
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B.
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If
to the Representative, to him at:
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[To
follow]
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with
a copy to:
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Xxxxx
& Xxxxxx
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000
Xxxxx Xxxxxxxxx, Xxxxx 0000
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Xxxxx
Xxxx, XX 00000-0000
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Attention:
Xxxxxx Xxxx, Esq.
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Telecopier
No.: 000-000-0000
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C.
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If
to the Escrow Agent, to it at:
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Continental
Stock Transfer & Trust Company
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0
Xxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attention:
Xxxxxx X. Xxxxxx
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Telecopier
No.: 212-509-5150
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or
to
such other person or address as any of the parties hereto shall specify by
notice in writing to all the other parties hereto.
10. (a) If
this Agreement requires a party to deliver any notice or other document, and
such party refuses to do so, the matter shall be submitted to arbitration
pursuant to paragraph 2(d) of this Agreement.
(b) All
notices delivered to the Escrow Agent shall refer to the provision of this
Agreement under which such notice is being delivered and, if applicable, shall
clearly specify the aggregate dollar amount due and payable to
Delcorp.
(c) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original instrument and all of which together shall constitute
a
single agreement.
IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
on
the date first above written.
[Signatures
are on following page]
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[Signature
Page to Escrow Agreement]
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| Name: | |||
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| Title: | |||
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THE
REPRESENTATIVE
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| ESCROW AGENT | |||
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CONTINENTAL
STOCK TRANSFER &
TRUST
COMPANY
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| By: | |||
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| Name: | |||
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