EXHIBIT 10.62
15
ESCROW AGREEMENT
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THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
February 7, 2006 by and among NS8 CORPORATION, a Delaware corporation (the
"Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated
November 14, 2005, as amended on the date hereof (also referred to as the
"Investor(s)"), and XXXXXXXXX, XXXXXX & XXXXXX, as Escrow Agent hereunder (the
"Escrow Agent").
BACKGROUND
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WHEREAS, the Company and the Investor(s) entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"), dated November 14, 2005, as
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amended on the date hereof, pursuant to which the Company has sold and proposes
to sell additional secured convertible debentures (the "Convertible Debentures")
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which shall be convertible into the Company's Common Stock, par value $0.0001
per share (the "Common Stock"), for a total purchase price of up to Three
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Million One Hundred Sixty Three Thousand Four Hundred Thirty Dollars
($3,163,430). Pursuant to the Securities Purchase Agreement, the Investor(s)
have deposited the purchase amount in a segregated escrow account to be held by
Escrow Agent in order to effectuate a disbursement to the Company at a closing
to be held as set forth in the Securities Purchase Agreement (the "Closing").
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WHEREAS, the Company intends to sell Convertible Securities (the
"Offering").
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WHEREAS, the Company, the Investors and Xxxxx Xxxxxxxx, Esq. (the"Prior
Escrow Agent") did enter into an Escrow Agreement, dated November 14, 2005
(the"Original Escrow Agreement"), and the Company and the Investors delivered a
joint written direction to the Prior Escrow Agent on January 25, 2006 to deliver
all amounts subject to the Original Escrow Agreement to the Escrow Agent.
WHEREAS, Escrow Agent hereby agrees to accept, hold, and disburse the funds
deposited with it in accordance with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:
1. Definitions. The following terms shall have the following meanings
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when used herein:
a. "Escrow Funds" shall mean the funds deposited with Escrow Agent
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pursuant to this Agreement.
b. "Joint Written Direction" shall mean a written direction executed by
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the Investor(s) and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.
c. "Escrow Period" shall begin with the commencement of the Offering
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and shall terminate upon the earlier to occur of the following dates:
(i) The date upon which Escrow Agent confirms that it has received in
the Escrow Account all of the proceeds of the sale of the Convertible
Debentures;
(ii) The date upon which a determination is made by the Company and the
Investor(s) to terminate the Offering prior to the sale of all the Convertible
Debentures.
During the Escrow Period, the Company and the Investor(s) are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow Account shall become the property of the Company or the
Investor(s) or any other entity, or be subject to the debts of the Company or
the Investor(s) or any other entity.
2. Appointment of and Acceptance by Escrow Agent. a. The Investor(s)
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and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder.
Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer
of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest
and disburse the Escrow Funds in accordance with this Agreement.
b The Company hereby acknowledges that the Escrow Agent is special
counsel to the Investor in certain matters. The Company agrees that in the
event of any dispute arising in connection with this Escrow Agreement or
otherwise in connection with any transaction or agreement contemplated and
referenced herein, the Escrow Agent shall be permitted to continue to represent
the Investor and the Company will not seek to disqualify such counsel. The
Company and the Investor hereby waive any conflict of interest arising out of
the Escrow Agent's representation of the Investor and the escrow services to be
provided by the Escrow Agent under this Agreement. The Investor and the Company
acknowledge and confirm that the Escrow Agent is not serving in a fiduciary
capacity under this Agreement but rather is providing the services at set forth
herein.
3. Creation of Escrow Account. On or prior to the date of the
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commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled as follows: Xxxxxxxxx,
Xxxxxx & Xxxxxx Attorney Trust Account, NS8 Corporation/Cornell Capital
Partners, LP Sub-Account for the deposit of the Escrow Funds. The Investor(s)
will instruct subscribers to wire funds to the account of the Escrow Agent as
follows:
Bank:
Routing #:
Account #:
Name on Account:
Name on Sub-Account:
4. Deposits into the Escrow Account. The Investor(s) and the Company
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agree that they shall promptly deliver a joint written direction to the Prior
Escrow Agent instructing the Prior Escrow Agent to deliver all funds remaining
in Account # 2000014931134 subject to the Original Escrow Agreement to Escrow
Agent for deposit in the Escrow Account.
5. Disbursements from the Escrow Account.
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a. The Escrow Agent will continue to hold such funds until Cornell
Capital Partners, LP on behalf of the Investor(s) and Company execute a Joint
Written Direction directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint Written Direction signed by the Company and the Investor(s).
In disbursing such funds, Escrow Agent is authorized to rely upon such Joint
Written Direction from the Company and the Investor(s) and may accept the
signature of any signatory from the Company listed on the signature page to this
Agreement and the signature of any signatory from the Investor(s) listed on the
signature page to this Agreement.
b. Reserved.
c. In the event Escrow Agent does receive the amount of the Escrow
Funds prior to expiration of the Escrow Period, in no event will the Escrow
Funds be released to the Company until such amount is received by Escrow Agent
in collected funds. For purposes of this Agreement, the term "collected funds"
shall mean all funds received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.
6. Collection Procedure. Escrow Agent is hereby authorized to deposit
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the proceeds of each wire in the Escrow Account.
7. Suspension of Performance: Disbursement Into Court. If at any
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time, there shall exist any dispute between the Company and the Investor(s) with
respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:
a. suspend the performance of any of its obligations (including without
limitation any disbursement obligations) under this Escrow Agreement until such
dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 8 hereof; and/or
b. petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue convenient
to Escrow Agent, for instructions with respect to such dispute or uncertainty,
and to the extent required by law, pay into such court, for holding and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees
and expenses (including court costs and attorneys' fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.
c. Escrow Agent shall have no liability to the Company, the
Investor(s), or any person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.
8. Investment of Escrow Funds. Escrow Agent shall deposit the Escrow
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Funds in a non-interest bearing sub-account within the Escrow Agent's attorney
trust account.
If Escrow Agent has not received a Joint Written Direction at any time that
an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof, as to which no Joint Written Direction has been
received, in a non-interest bearing sub-account within the Escrow Agent's
attorney trust account.
9. Resignation and Removal of Escrow Agent. Escrow Agent may resign
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from the performance of its duties hereunder at any time by giving thirty (30)
days' prior written notice to the parties or may be removed, with or without
cause, by the parties, acting jointly, by furnishing a Joint Written Direction
to Escrow Agent, at any time by the giving of ten (10) days' prior written
notice to Escrow Agent as provided herein below. Upon any such notice of
resignation or removal, the representatives of the Investor(s) and the Company
identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a
successor Escrow Agent hereunder, which shall be a commercial bank, trust
company or other financial institution with a combined capital and surplus in
excess of $10,000,000.00. Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
Agent's resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
shall transmit all records pertaining to the Escrow Funds and shall pay all
funds held by it in the Escrow Funds to the successor Escrow Agent, after making
copies of such records as the retiring Escrow Agent deems advisable and after
deduction and payment to the retiring Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by, or expected
to be incurred by the retiring Escrow Agent in connection with the performance
of its duties and the exercise of its rights hereunder.
10. Liability of Escrow Agent.
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a. Escrow Agent shall have no liability or obligation with respect to
the Escrow Funds except for Escrow Agent's willful misconduct or gross
negligence. Escrow Agent's sole responsibility shall be for the safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this Agreement. Escrow Agent shall have no implied duties or obligations and
shall not be charged with knowledge or notice or any fact or circumstance not
specifically set forth herein. Escrow Agent may rely upon any instrument, not
only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained herein, which Escrow Agent shall
in good faith believe to be genuine, to have been signed or presented by the
person or parties purporting to sign the same and conform to the provisions of
this Agreement. In no event shall Escrow Agent be liable for incidental,
indirect, special, and consequential or punitive damages. Escrow Agent shall
not be obligated to take any legal action or commence any proceeding in
connection with the Escrow Funds, any account in which Escrow Funds are
deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute
or defend any such legal action or proceeding. Escrow Agent may consult legal
counsel selected by it in any event of any dispute or question as to
construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Investor(s) jointly and severally shall promptly
pay, upon demand, the reasonable fees and expenses of any such counsel and
Escrow Agent is hereby authorized to pay such fees and expenses from funds held
in escrow.
b. Escrow Agent is hereby authorized, in its sole discretion, to comply
with orders issued or process entered by any court with respect to the Escrow
Funds, without determination by Escrow Agent of such court's jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such property shall be stayed or enjoined by any
court order, or in any case any order judgment or decree shall be made or
entered by any court affecting such property or any part thereof, then and in
any such event, Escrow Agent is authorized, in its sole discretion, to rely upon
and comply with any such order, writ judgment or decree which it is advised by
legal counsel selected by it, binding upon it, without the need for appeal or
other action; and if Escrow Agent complies with any such order, writ, judgment
or decree, it shall not be liable to any of the parties hereto or to any other
person or entity by reason of such compliance even though such order, writ
judgment or decree may be subsequently reversed, modified, annulled, set aside
or vacated.
11. Indemnification of Escrow Agent. From and at all times after the
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date of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each partner, director, officer, employee, attorney,
agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties")
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against any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorney's fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, or proceeding
(including any inquiry or investigation) by any person, including without
limitation the parties to this Agreement, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any person under any
statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise,
arising from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any transaction
contemplated herein, whether or not any such Indemnified Party is a party to any
such action or proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified Party shall promptly notify the Company and the Investor(s)
hereunder in writing, and the Investor(s) and the Company shall assume the
defense thereof, including the employment of counsel and the payment of all
expenses. Such Indemnified Party shall, in its sole discretion, have the right
to employ separate counsel (who may be selected by such Indemnified Party in its
sole discretion) in any such action and to participate and to participate in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Investor(s) and/or the Company shall be
required to pay such fees and expense if (a) the Investor(s) or the Company
agree to pay such fees and expenses, or (b) the Investor(s) and/or the Company
shall fail to assume the defense of such action or proceeding or shall fail, in
the sole discretion of such Indemnified Party, to employ counsel reasonably
satisfactory to the Indemnified Party in any such action or proceeding, (c) the
Investor(s) and the Company are the plaintiff in any such action or proceeding
or (d) the named or potential parties to any such action or proceeding
(including any potentially impleaded parties) include both the Indemnified
Party, the Company and/or the Investor(s) and the Indemnified Party shall have
been advised by counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the Company
or the Investor(s). The Investor(s) and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing. All such fees and expenses payable by the Company and/or
the Investor(s) pursuant to the foregoing sentence shall be paid from time to
time as incurred, both in advance of and after the final disposition of such
action or claim. The obligations of the parties under this section shall
survive any termination of this Agreement, and resignation or removal of the
Escrow Agent shall be independent of any obligation of Escrow Agent.
The parties agree that neither payment by the Company or the Investor(s) of
any claim by Escrow Agent for indemnification hereunder shall impair, limit,
modify, or affect, as between the Investor(s) and the Company, the respective
rights and obligations of Investor(s), on the one hand, and the Company, on the
other hand.
12. Expenses of Escrow Agent. (a) Except as set forth in Section 11
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the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses, including attorneys' fees, travel expenses, telephone and facsimile
transmission costs, postage (including express mail and overnight delivery
charges), copying charges and the like. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.
(b) The Company shall pay the Escrow Agent's fees as follows: (i) $750
initial fee due upon receipt by the Escrow Agent of the Escrow Funds and (ii) as
billed thereafter (payment due within 30 days of receipt of invoice) at Escrow
Agent's then current hourly rates plus out-of-pocket expenses.
13. Warranties.
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a. The Investor(s) makes the following representations and warranties
to Escrow Agent:
(i) The Investor(s) has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.
(ii) This Agreement has been duly approved by all necessary action of
the Investor(s), including any necessary approval of the limited partner of the
Investor(s) or necessary corporate approval, as applicable, has been executed by
duly authorized officers of the Investor(s), enforceable in accordance with its
terms.
(iii) The execution, delivery, and performance of the Investor(s) of
this Agreement will not violate, conflict with, or cause a default under any
agreement of limited partnership of Investor(s) or the articles of incorporation
or bylaws of the Investor(s) (as applicable), any applicable law or regulation,
any court order or administrative ruling or degree to which the Investor(s) is a
party or any of its property is subject, or any agreement, contract, indenture,
or other binding arrangement.
(iv) Xxxx Xxxxxx has been duly appointed to act as the representative
of the Investor(s) hereunder and has full power and authority to execute,
deliver, and perform this Escrow Agreement, to execute and deliver any Joint
Written Direction, to amend, modify, or waive any provision of this Agreement,
and to take any and all other actions as the Investor(s)'s representative under
this Agreement, all without further consent or direction form, or notice to, the
Investor(s) or any other party.
(v) No party other than the parties hereto and the Investor(s)s have,
or shall have, any lien, claim or security interest in the Escrow Funds or any
part thereof. No financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.
(vi) All of the representations and warranties of the Investor(s)
contained herein are true and complete as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.
b. The Company makes the following representations and warranties to
the Escrow Agent:
(i) The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
(ii) This Agreement has been duly approved by all necessary corporate
action of the Company, including any necessary shareholder approval, has been
executed by duly authorized officers of the Company, enforceable in accordance
with its terms.
(iii) The execution, delivery, and performance by the Company of
this Agreement is in accordance with the Securities Purchase Agreement and will
not violate, conflict with, or cause a default under the certificate of
incorporation or bylaws of the Company, any applicable law or regulation, any
court order or administrative ruling or decree to which the Company is a party
or any of its property is subject, or any agreement, contract, indenture, or
other binding arrangement, including without limitation to the Securities
Purchase Agreement, to which the Company is a party.
(iv) Xxxxxxx Xxxx has been duly appointed to act as the representative
of the Company hereunder and has full power and authority to execute, deliver,
and perform this Agreement, to execute and deliver any Joint Written Direction,
to amend, modify or waive any provision of this Agreement and to take all other
actions as the Company's Representative under this Agreement, all without
further consent or direction from, or notice to, the Company or any other party.
(v) No party other than the parties hereto and the Investor(s)s have,
or shall have, any lien, claim or security interest in the Escrow Funds or any
part thereof. No financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.
(vi) All of the representations and warranties of the Company contained
herein are true and complete as of the date hereof and will be true and complete
at the time of any disbursement from the Escrow Funds.
14. Consent to Jurisdiction and Venue. In the event that any party
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hereto commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Xxxxxx County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The
parties hereto consent to and agree to submit to the jurisdiction of any of the
courts specified herein and agree to accept the service of process to vest
personal jurisdiction over them in any of these courts.
15. Notice. All notices and other communications hereunder shall be in
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writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of receipt and addressed to the party to be
notified as follows:
If to Investor(s), to: Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Portfolio Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Agent, to: Xxxxxxxxx, Xxxxxx Xxxxxx
Xxxxxxxxx Village, 000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company, to: NS8 Corporation
000 Xxxxxxxxxx Xxxxxx - Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: McGuireWoods, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Or to such other address as each party may designate for itself by like notice.
16. Amendments or Waiver. This Agreement may be changed, waived,
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discharged or terminated only by a writing signed by the parties hereto. No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver. A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.
17. Severability. To the extent any provision of this Agreement is
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prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
18. Governing Law. This Agreement shall be construed and interpreted
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in accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.
19. Entire Agreement. This Agreement constitutes the entire Agreement
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between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.
20. Binding Effect. All of the terms of this Agreement, as amended
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from time to time, shall be binding upon, inure to the benefit of and be
enforceable by the respective heirs, successors and assigns of the Investor(s),
the Company, or the Escrow Agent.
21. Execution of Counterparts. This Agreement and any Joint Written
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Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.
22. Termination. Upon the first to occur of the disbursement of all
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amounts in the Escrow Account pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Account into court pursuant to Section
7 hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.
NS8 Corporation
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: CFO
Cornell Capital Partners, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Portfolio Manager
Xxxxxxxxx, Xxxxxx & Xxxxxx
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Partner
AUTHORIZED SIGNATURES
FOR THE ISSUANCE OF JOINT
WRITTEN DIRECTIONS
Company Investors
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Xxxxxxx Xxxx Xxxx Xxxxxx
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