EXHIBIT 10.13
ESCROW AGREEMENT
This Agreement made this _____ day of December, 2005 between LaSalle Bank
N.A., as Escrow Agent (the "Escrow Agent") and Muslim Media Network, Inc.
WITNESSETH:
WHEREAS, the Company intends to offer for sale 1,000,000 shares of its
common stock ("Common Stock") at $10.00 per share, and
WHEREAS, a condition to the effectiveness of the entire offering is that
the Company shall have sold not less than 100,000 shares of its Common Stock on
or before July 14, 2006 (the "Closing Date"), and
WHEREAS, the Company wishes to provide assurance to each purchaser of its
Common Stock ("Subscriber") that his or her investment will be returned in the
event the Company fails to sell such minimum amount of stock prior to the
Closing Date, and the Company therefore wishes to establish this Escrow
Agreement with the Escrow Agent, and
WHEREAS, the Escrow Agent desires to receive, hold, and disburse the
proceeds of such offering upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained, the
parties agree as follows:
(1) The Company shall cause each Subscriber to issue his or her check in
the amount of the purchase price payable to the order of LaSalle Bank, N.A.,
Escrow Agent, and shall deliver such check to the Escrow Agent together with an
executed copy of the Subscription Agreement.
(2) Upon receipt of a Subscription Agreement that has been accepted by the
Company, the Escrow Agent shall deposit the subscription proceeds in an escrow
account. Funds held in the escrow account shall be invested, as directed by the
Company, in an interest-bearing account. The Escrow Agent shall not, however,
invest the subscription proceeds received from any Subscriber who has failed to
provide the Company with his or her correct tax identification or Social
Security number, but shall hold such proceeds in the escrow account without
interest. Upon the Company's request, the Escrow Agent shall deliver to the
Company a statement setting forth the amount of subscription proceeds then held
in the escrow account.
(3) If, on or before the Closing Date, the Escrow Agent shall have received
checks for the purchase price of the Company's Common Stock aggregating not less
than
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$1,000,000 (provided that the Escrow Agent shall collect at least $1,000,000 in
proceeds from the clearing of such checks on or before the date which is five
business days thereafter), the Escrow Agent shall pay to the Company the
proceeds of such checks and any checks received thereafter. All investment
earnings shall be paid to the Subscribers whose funds were so invested pro rata
at the addresses set forth in their respective Subscription Agreements in
accordance with the amount of their respective deposits and the period for which
such deposits have been held in the escrow account. The Company's determination
of any such proration of interest among Subscribers shall be binding and
conclusive on all parties.
(4) In the event that on the Closing Date, the terms of the first sentence
of paragraph 3 shall not have been met, the Escrow Agent shall remit to each
Subscriber whose Subscription proceeds were held by the Escrow Agent his or her
portion of such proceeds, including interest on such amount, calculated as set
forth in paragraph 3 above.
(5) Upon the performance by the Escrow Agent of its obligations set forth
in paragraphs 3 and 4 hereof, all obligations of the Escrow Agent under this
Escrow Agreement shall cease.
(6) Escrow Agent's sole obligation shall be to perform the acts and duties
imposed upon it as "Escrow Agent" by the terms hereof. Unless otherwise herein
expressly provided, Escrow Agent shall:
(a) not be held liable for any action taken or omitted under this
Escrow Agreement so long as it shall have acted in good faith and
without negligence;
(b) have no responsibility to inquire into or determine the
genuineness, authenticity, or sufficiency of any securities,
checks, or other documents or instruments submitted to it in
connection with its duties hereunder;
(c) be entitled to deem the signatories of any documents or
instruments submitted to it hereunder as being those purported to
be authorized to sign such documents or instruments, and shall be
entitled to rely upon the genuineness of the signatures of such
signatories without inquiry and without requiring substantiating
evidence of any kind;
(d) be entitled to refrain from taking any action contemplated by
this Escrow Agreement in the event that it becomes aware of any
disagreement between or among the Company and the Subscribers as
to any material facts or as to the happening of any contemplated
event precedent to such action;
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(e) have no responsibility or liability for any diminution of value
which may result from any investments or reinvestments made in
accordance with any provision which may be contained herein;
(f) be entitled to compensation for its services hereunder in
accordance with the fee schedule set forth on Schedule A hereto,
and reimbursement of its normal or necessary out-of-pocket
expenses including, but not by way of limitation, the fees and
costs of outside attorneys or agents which it may find necessary
to engage in performance of its duties hereunder, all to be paid
by the Company, and Escrow Agent shall have, and is hereby
granted, a prior lien upon any property, cash, or assets held
hereunder, with respect to its unpaid fees and non-reimbursed
expenses, superior to the interests of any other persons or
entities;
(g) be, and hereby is, indemnified and saved harmless by the Company
from all losses, costs, and expenses which may be incurred by it
as a result of its involvement in any litigation arising from
performance of its duties hereunder, provided that such
litigation shall not result from any action taken or omitted by
Escrow Agent and for which it shall have been adjudged negligent,
and such indemnification shall survive termination of this Escrow
Agreement until extinguished by any applicable statute of
limitations.
(7) (a) The Escrow Agent may resign as such following the giving of
thirty days' prior written notice to the Company. Similarly, the
Escrow Agent may be removed and replaced following the giving of
thirty days' prior written notice to the Escrow Agent by the
Company. In either event, the duties of the Escrow Agent shall
terminate thirty days after the date of such notice (or as of
such earlier date as may be mutually agreeable), and the Escrow
Agent shall then deliver the balance of the funds then in its
possession hereunder to a successor Escrow Agent as shall be
appointed by the Company as evidenced by a written notice filed
with the Escrow Agent.
(b) If the Company shall have failed to appoint a successor prior to
the expiration of thirty days following the date of the notice of
resignation or removal, Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor Escrow
Agent, or other appropriate relief, and any such resulting
appointment shall be binding upon the parties hereto.
(c) Upon acknowledgement by any successor Escrow Agent of the receipt
of the then remaining balance of the funds, Escrow Agent
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shall be fully released and relieved of all duties,
responsibilities, and obligations under this Escrow Agreement.
(8) The entire agreement of the parties is contained herein; any change in
terms or conditions herein may only be made in writing signed by all parties
hereto. Escrow Agent shall not be charged with knowledge of any fact, including
but not limited to performance or non-performance of any condition, unless it
has actually received written notice thereof from one of the parties hereto or
their authorized representative clearly referring to this Escrow Agreement.
Escrow Agent shall send all notices to the parties by certified or registered
mail, return receipt requested, addressed to the address shown below each such
party's signature to this Agreement.
(9) This Escrow Agreement shall be deemed to have been made under and shall
be governed by the laws of the State of Michigan in all respect, including
matters of construction, validity and performance.
(10) Any request, direction, notice or other service required or permitted
to be made or given by any party hereto shall be in writing and shall be deemed
sufficiently given or served for all purposes if delivered in person or via
certified mail return receipt requested to the parties hereto at the addresses
set forth below or at such other address as any party shall specify, from time
to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the
day and year first above written.
WITNESSES: MUSLIM MEDIA NETWORK, INC.
By: /s/ A.S. Nakadar
------------------------------------- ------------------------------------
A.S. Nakadar
------------------------------------- Its: President
00000 X. Xxxxx Xxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
LaSALLE BANK N.A.
By: /s/ Xxxxx Xxxxx
------------------------------------- ------------------------------------
Its: Vice President
------------------------------------- Global Securities & Trust Services -
Corporate Trust
0000 Xxxx Xxx Xxxxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
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SCHEDULE A
FEE SCHEDULE
ACCEPTANCE FEE $100 PER HOUR NOT TO EXCEED $200
For time devoted to review of documents, consultation with principals and
attorneys, attending closing, (if required) and establishment of the trust
account.
ANNUAL FEE (Per year or any portion thereof) $1,000.00
For maintenance of account and routine administrative activities - to be
paid annually in advance.
ACTIVITY FEES
A. Cash Deposits $10.00 per deposit
B. Cash Disbursements:
By check $10.00 per check
By wire transfer $25.00 per wire
C. Investment transactions $75.00 each
Whether Bank buys or sells
securities direct or Bank
buys or sells securities
at the direction of an
outside investment
manager. (no charge for
money market fund
transactions)
NOTE: No additional charge for inter-bank transfers
EXTRAORDINARY SERVICE FEE: $100 PER HOUR
FOR EXAMPLE:
Attendance at Meetings Outside of Bank
Default administration
Amendments to the Escrow Agreement
Participation in legal, bankruptcy or arbitration proceedings
REIMBURSEMENT OF OUT-OF-POCKET EXPENSE
INCLUDING, BUT NOT LIMITED TO, POSTAGE, OVERNIGHT COURIER COSTS, TRAVEL AND
LODGING, FEES AND DISBURSEMENTS OF LEGAL COUNSEL AND AGENTS.
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