Exhibit 10.1
ESCROW AGREEMENT
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This Escrow Agreement (this "Agreement") is entered into as of this 6th
day of September, 2004, among Xxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx (together,
"Owner"), Dr Xxxxx Xxxx, President and CEO of Global General Technology, a
company incorporated in the State of Nevada ("GGT") and Xxxxx Xxxxx (the "Escrow
Agent").
R E C I T A L S
WHEREAS, Owner is purchasing 90% of the issued and outstanding share
capital (the "Shares") of a company incorporated in the State of Nevada (the
"Company") which is listed on the Over The Counter Bulletin Board and is current
in its filing requirements with the Securities and Exchange Commission (the
"SEC");
WHEREAS, GGT desires to become a subsidiary of Company which will be
sponsored and spun off as a separate entity listed on the Over The Counter
Bulletin Board;
WHEREAS, upon signing of this agreement, Xx. Xxxx agrees to wire
$200,000 to an Escrow account no later than September 8, 2004. Xx. Xxxx and GTT
agree and acknowledge that said fund shall be used by the Owner as expenses to
facilitate the process;
WHEREAS, Owner agrees to put in 90% of the existing shares of the
Company in Escrow as security for GGT;
WHEREAS, upon receipt of the said fund, Owner shall start legal
procedure immediately to sponsor and spin off GGT to its shareholders until it
can be listed on the Over The Counter Bulletin Board.
WHEREAS, Owner agrees to actively assist in the fundraising for GGT up
to $3,000,000 on the best effort basis to be compensated for such effort as part
of a separate agreement.
WHEREAS, Upon raising of $200,000, Xx. Xxxx will receive $200,000 less
expenses which is estimated to be between $30,000 to $45,000. Upon receipt of
this fund, all the shares held in escrow as security shall be relinquished by
GGT and returned free and clear to the Owner or it's assignee.
WHEREAS, Owner and GGT desire to appoint the Escrow Agent to hold and
dispose of the Shares in accordance with the terms of this Agreement, and the
Escrow Agent is willing to act as an escrow agent upon the terms and conditions
hereof.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants set forth herein, the parties agree as follows:
1. Appointment of Escrow Agent. The Escrow Agent is hereby appointed by
all the parties hereto to act as the Escrow Agent, and agrees to receive, hold,
administer and deliver the Shares in accordance with the terms of this
Agreement.
2. Establi
shment of Escrow and Release Thereof.
(a) Simultaneous with the execution and delivery of this
Agreement, GGT is depositing $200,000 with the Escrow Agent.
Upon receipt of said funds, Escrow Agent shall remit the
$200,000 to Owner. GGT agrees and acknowledges that said funds
shall be used by the Owner in its sole and absolute
discretion.
(b) Upon receipt of the Shares, the Owner will deposit with the
Escrow Agent the Shares, along with executed stock powers.
(c) To the extent that the Shares are held in escrow pursuant to
the terms of this Agreement, on all matters to come before the
shareholders of the Company, the Escrow Agent shall vote the
Shares in the manner directed by Owner.
(d) Upon receipt by the Escrow Agent of a notice from GGT and
Owner that the GGT entity has been spun out from the Company
and instructions as to where the Shares are to be sent, the
Escrow Agent shall release the Shares from escrow in
accordance with the instructions thereof.
3. Declaration of Escrow. The Escrow Agent hereby declares and agrees
that it will hold, administer and deliver the Shares and the executed stock
powers (collectively, the "Escrow Deposit") in accordance with and subject to
the express provisions of this Agreement.
4. Escrow Period. The term of this Agreement (the "Term") shall
commence upon the execution and delivery of this Agreement by the parties hereto
and shall expire when the Escrow Agent distributes the Escrow Deposit and
proceeds thereof as provided for herein.
5. Provisions Concerning the Escrow Agent.
(a) Amendments and Modifications. The Escrow Agent shall not,
in any way, be bound or affected by any amendment, modification or
cancellation of this Agreement which increases or alters the
obligations of the Escrow Agent under or pursuant to this Agreement,
unless the same shall have been agreed to in writing by the Escrow
Agent.
(b) Out of Pocket Expenses. Owner and GGT agree to pay,
jointly and severally, any and all out of pocket expenses incurred by
the Escrow Agent in performing its duties hereunder.
(c) Duties of Escrow Agent. This Agreement sets forth the
entire duties and obligations of the Escrow Agent with respect to any
and all matters pertinent to its acting as such hereunder. The Escrow
Agent shall not have duties or responsibilities under this Agreement
other than those specifically set forth herein and shall act only in
accordance with the provisions hereof. The Escrow Agent shall be
entitled to rely upon any instructions or directions to it in writing
under this Agreement signed or presented by any of the other parties
and shall be entitled to treat as genuine any instructions or document
delivered to the Escrow Agent hereunder and reasonably believed to be
genuine and to have been presented by the proper party or parties,
without being required to determine the authenticity or correctness of
any fact stated therein, or the authority or authorization of the
person or persons making and/or delivering the same to do so.
(d) Liabilities of Escrow Agent. Neither the Escrow Agent nor
any of the partners, associates, employees, representatives or agents
of the Escrow Agent shall be liable to any of the parties hereto or any
of their affiliates, including without limitation, their officers,
directors, stockholders, employees, agents and successors and assigns
or to any other person or entity, for or in respect of any loss, claim,
damage, liability or expense (including, without limitation, attorneys'
fees and expenses) resulting from or arising out of any act or failure
to act by the Escrow Agent in connection with this Agreement, other
than for any loss, claim, damage, liability or expense which shall be
finally adjudicated to be the result of bad faith or willful misconduct
on the part of the Escrow Agent or any of the partners, associates,
employees, representatives or agents of the Escrow Agent. More
specifically, the Escrow Agent (i) shall not be liable for any error of
judgment made by it in good faith; and (ii) may consult with counsel of
its own choice whenever the Escrow Agent shall deem it convenient or
appropriate, and shall have full and complete authorization and
protection for any action taken or suffered by it hereunder in good
faith.
(e) Discharge of Escrow Agent.Notwithstanding anything in this
Agreement to the contrary, upon the distribution of the Escrow Deposit
in accordance with the terms and conditions of this Agreement, the
Escrow Agent shall be released, relieved and discharged from all duties
and obligations hereunder.
(f) Indemnity. Each of the Owner and GGT shall jointly and
severally indemnify and hold the Escrow Agent and any of the partners,
associates, employees, representatives or agents of the Escrow Agent,
harmless from and against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, attorneys'
fees and disbursements) arising out of or in connection with any act or
failure to act (other than by reason of any bad faith or willful
misconduct) on the part of the Escrow Agent in connection with any of
the duties required or permitted to be performed by the Escrow Agent
hereunder.
(g) Resignation of Escrow Agent. At any time that the Escrow
Agent so chooses, the Escrow Agent may resign from his duties hereunder
by giving not less than five (5) days written notice to all the parties
hereto. Prior to the expiration of such five day period, the parties
shall mutually designate a successor escrow agent; provided, that,
notwithstanding any resignation date set forth in the Escrow Agent's
notice, such resignation shall not take effect until receipt by the
Escrow Agent of an instrument duly executed by all the parties hereto
and the successor escrow agent evidencing its appointment as Escrow
Agent hereunder and acceptance of this Agreement. If no successor
escrow agent is appointed within such five day period, the Escrow Agent
may deposit the Escrow Deposit with a court of competent jurisdiction
as provided in Section (h) below and thereupon the Escrow Agent shall
be discharged of all duties and obligations hereunder.
(h) Deposit of Escrow Deposit With Court. Notwithstanding
anything herein to the contrary, in any one of the following events:
(i) any disagreement between the parties to this Agreement resulting in
adverse claims or demands being made against the Escrow Deposit; (ii)
the Escrow Agent in good faith is in doubt as to what action it should
take hereunder; or (iii) the Escrow Agent wishes to resign and no
successor escrow agent is appointed, the Escrow Agent may be discharged
of its duties and obligations hereunder upon its deposit, at any time
after a written notice is given to all the parties hereto, of the
Escrow Deposit with a court of competent jurisdiction. The parties
hereto agree to submit to the personal jurisdiction of any such court,
and consent to service of process by hand delivery or mail delivery
thereof to their respective addresses set forth in Section 6(b) hereof.
(i) Legal Representation. Each of the parties acknowledges
that the Escrow Agent has not acted as legal counsel to either party
and is not acting in his capacity as legal counsel to any party in
connection with this Agreement or any of the transactions contemplated
thereby. Each party represents to the Escrow Agent that it has received
advice from counsel of its own choosing regarding the transactions
contemplated herein. Notwithstanding the foregoing, each of the
parties' waives any objections or rights it has or may have which would
impair, hinder or eliminate the Escrow Agent's right or ability to
represent or counsel the other party or their affiliates after the date
hereof. The foregoing notwithstanding, in the event of a dispute with
respect to the subject matter of this Agreement, the Escrow Agent shall
cease to serve as Escrow Agent hereunder, and a successor escrow agent
shall be appointed in accordance with Section 5(g) herein.
6. Miscellaneous.
(a) Entire Agreement.This Agreement embodies the entire
agreement and understandings between the parties hereto relating to the
subject matter hereof and may only be changed by a writing signed by
all parties hereto.
(b) Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given when delivered: (i) if
delivered in person; or (ii) five (5) business days following the
mailing thereof, if mailed within the US and mailed by certified or
registered mail, return receipt requested; or (iii) the third business
day following the delivery thereof, if delivered through an
internationally recognized overnight carrier, addressed to each party
hereto as follows:
If to the Owner, at:
Xxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx
0000 00xx Xxx,
Xxxxxxxx, XX 00000
Tel: 000-000-0000
Email: xxxxxxxxxxx@xxxxxxx.xxx
If to GGT, at:
Xxxxx X. Xxxx, PhD, CEO
GGT (Global General Technology, Inc.)
0000 Xxxxx Xxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Tel: 000-000-0000
Email: xxxxx@xxxxxxxxxxxxxxxxx.xxx
If to the Escrow Agent:
Xxxxx Xxxxx, Esq.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Tel:000-000-0000/000-000-0000
or at such other address as any party may designate by means of notice
given in accordance with this Paragraph 6(b).
(c) Headings. The headings of the paragraphs of this Agreement
have been inserted for convenience only, and shall not modify, define,
limit or expend the express provisions of this Agreement.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to the principles of conflicts of law.
(e) Consent to Jurisdiction. All actions and proceedings
arising out of, or relating to this Agreement shall be exclusively
heard and determined only in any state or federal court sitting in New
York, New York. The undersigned, by execution and delivery of this
Agreement, expressly and irrevocably: (i) consent and submit to the
personal jurisdiction of any of such courts in any such action or
proceeding; (ii) consent to the service of any complaint, summons,
notice or other process relating to any such action or proceeding by
delivery thereof to such party by hand or by certified mail, delivered
or addressed as set forth in Section 6(b); and (iii) waive any claim or
defense in any such action or proceeding based on any alleged lack of
personal jurisdiction, improper venue or forum non conveniens or any
similar basis. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO A JURY
TRIAL IN CONNECTION WITH ANY DISPUTES HEREOF.
(f) Binding Agreement. This Agreement shall be binding upon
the parties hereto and their respective successors and assigns,
provided that no party other than the Escrow Agent may assign their
obligations hereunder without the prior written consent of the Escrow
Agent.
(g) Counterparts. This Agreement may be executed in one or
more counterparts and by facsimile, each of which shall be deemed an
original, and all of which together shall constitute one and the same
agreement.
[Remainder of Page Intentionally Omitted; Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first written.
By: /s/ Xxxxx X. Xxxx Date 6 Sept, 2004
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Xxxxx X. Xxxx, PhD, CEO
GGT (Global General Technology, Inc.)
By: /s/ Xxxxxx Shneibal /s/ Xxxxxx X. Xxxxxxxx Date
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Xxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx
Owner of the Company
Escrow Agent:
Xxxxx Xxxxx, Esq.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Wire Transfer Instructions
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Fleet Bank N.A.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Bank Contact: Xxxxxx Xxxxx
ABA: 000000000
SWIFT: FNBBUS33NYC
Phone: 000-000-0000 or 000-000-0000
Master Escrow Account: #9429354769
Account name: Xxxxx Xxxxx, Esq.
