EXHIBIT 10.1
Glint Corporation
TRUST AGREEMENT
AGREEMENT made this 24th day of August , 2000 by and between Glint
Corporation, a Delaware corporation (the "Issuer") with offices at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (ste. 237), ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and
LM Capital Securities, Inc. (the "Trustee"),
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇ ▇▇▇), ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WHEREAS, the Issuer has filed with the Securities and Exchange
Commission (the "SEC") a registration statement (the "Registration Statement")
with respect to the proposed sale of between 100,000 shares (the "Minimum
Offering") of its common stock and 1,000,000 shares (the "Maximum Offering") of
its common stock (collectively the "Securities", and individually a "Share") as
described on the Information Sheet; and
WHEREAS, the Trustee is a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), and maintains net capital equal in
excess of $25,000 (as calculated in accordance with Rule 15c3-1 under the
Exchange Act);
WHEREAS, the Issuer is a "Blank Check" company as that term is used in
Rule 419 ("Rule 419") under the Exchange Act, and desires the Trustee to serve
as trustee for the benefit of those persons subscribing for the Securities
("Subscribers") in accordance with Rule 419; and
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereby agree as follows:
1. Information Sheet. Each capitalized term not otherwise defined shall
have the meaning set forth for such term in the Information Sheet attached
hereto, which is incorporated by reference herein and made a part hereof (the
"Information Sheet") .
2. Establishment of Trust Account. The Trustee agrees to serve as
trustee for all securities issued by the Issuer in the offering described in the
Registration Statement, and for the proceeds of such offering, in accordance
with Rule 419.
2.1 The Trustee shall establish a separate, interest-bearing bank
account, and shall maintain books and records indicating the name, address, and
interest of each person for whom the account is held.
2.2 On or before the date of the initial deposit in the Trust Account,
the Issuer shall notify the Trustee in writing of the effective date of the
Registration Statement (the "Effective Date") and the Trustee shall not be
required to accept any amount for deposit in the Trust Account prior to its
receipt of such notification.
2.3 The Offering Period, which shall be deemed to commence on the
Effective Date, shall consist of the number of calendar days or business days
set forth on the Information Sheet. The Offering Period shall be extended by an
Extension Period only if the Trustee shall have received written notice thereof
at least five (5) business days prior to the expiration of the Offering Period.
The Extension Period, which shall be deemed to commence on the next calendar day
following the expiration of the Offering Period, shall consist of the number of
calendar days or business days set forth on the Information Sheet. The last day
of the Offering Period, or the last day of the Extension Period (if the Trustee
has received written notice thereof as hereinabove provided), is referred to
herein as the "Termination Date". After the Termination Date, the Issuer shall
not deposit, and the Trustee shall not accept, any additional amounts
representing payments by Subscribers.
-2-
3. Payments; Deposits in Trust Account.
3.1 All payments shall be in the form of checks or money orders payable
to LM Capital Securities, Inc., Trustee (Glint Corporation Offering)", and to
deliver payments to the Trustee at the address indicated on the Information
Sheet. Any payments received by the Issuer shall be promptly transmitted to the
Trustee.
3.2 The Trustee shall promptly deposit all monies received pursuant to
this Section 3 in a segregated, interest bearing bank account constituting a
"deposit" as that term is in Section defined in (3) (l) of the Federal Deposit
Insurance Act. Such monies (the "Deposited Proceeds") shall be held in such bank
account until distributed in accordance with this agreement.
3.3 Simultaneously with each deposit into the Trust Account, the Issuer
shall inform the Trustee by confirmation slip or other writing of the name and
address of the prospective purchaser, the number of Securities subscribed for by
such purchaser, and the aggregate dollar amount of such subscription
(collectively, the "Subscription Information")
3.4 The Trustee shall not be required to accept for deposit into the
Trust Account checks which are not accompanied by the name and address of the
Subscriber, the number of Securities subscribed for, and the aggregate dollar
amount of such subscription (collectively, the "Subscription Information"). The
Trustee shall advise the Issuer of any payments which are not accompanied by
such information, giving the Issuer the opportunity to solicit such information;
if such information is not received within five (5) business days of the
payment, such payment shall be returned to the person tendering such payment.
3.5 The Trustee shall not be required to accept any amounts
representing payments except during Trustee's regular business hours. Checks,
money orders and cash received shall be deposited as promptly as practical.
3.6 Interest earned on the Deposited Proceeds shall be held in the
Trust Account until they are released in accordance with the provisions of
Section 5 of this Agreement. If the Deposited Proceeds are released to a
Subscriber, the Subscriber shall receive his or her share of interest earned on
the Deposited Proceeds. If the Deposited Proceeds are released to the Issuer,
all interest earned on such funds shall be released to the Issuer.
3.7 The Trustee shall refund any portion of the Deposited Proceeds
prior to disbursement of the Deposited Proceeds in accordance with Section 4
hereof upon instructions in writing signed by the Issuer.
4. Delivery and Holding of Securities
4.1 For each payment received, the Issuer shall prepare a stock
certificate in the name of the Subscriber representing the number of shares
subscribed for, and hold such Securities for and in the name of each such
Subscriber.
4.2 The Deposited Securities shall be held for the sole benefit of the
Subscribers. No transfer or other disposition of Securities held in the Trust
Account or any interest related to such Securities shall be permitted other than
by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.
5. Disbursements from the Trust Account.
5.1 If, prior to close of business on the Termination Date, that number
of Securities constituting the Minimum Offering have been sold and the Deposited
Proceeds equal or exceed the minimum amount of proceeds indicated on the
Information Sheet, the Trustee shall promptly notify the Issuer of such fact in
writing, and shall promptly distribute to the Issuer 10% of the Deposited
Proceeds. Thereafter, the Trustee shall distribute to the Issuer 10% of all
amounts received from Subscribers.
-3-
5.2 Provided that, prior to close of business on the Termination Date,
that number of Securities constituting the Minimum Offering have been sold and
the Deposited Proceeds equal or exceed the minimum amount of proceeds indicated
on the Information Sheet, the Trustee shall release the Deposited Proceeds to
the Issuer and the certificates for the Deposited Shares to the Subscribers upon
receipt of written advice from the Issuer that the requirements of paragraphs
(e)(1) and (e)(2) of Rule 419 have been met, including but not limited to
representations that:
(a) The Issuer has executed an agreement(s) for merger with or
acquisition(s) of one or more business(es) or assets that will constitute a
business (or line of business) of the Issuer, and that such merger(s) or
acquisition(s) meets the criteria of paragraph (e)(1) of Rule 419.
(b) The Issuer filed a post-effective amendment to its registration
statement containing information (including financial statements) about the
business(es) or assets to be acquired in conformance with Form SB-2 and Rule
419, and such post-effective amendment has become effective under the Securities
Act of 1933.
(c) The Issuer mailed a copy of the prospectus which was part of such
post effective amendment (the "Rule 419 Prospectus") to all Subscribers within
five (5) days of the date such post effective amendment became effective (the
"Effective Date"), and a sufficient number of subscribers confirmed their
investment during a stated period not less within 20 nor more than 45 days from
such Effective Date, to permit consummation of the merger or acquisition
agreement(s).
(d) The requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have
been met.
(e) The merger or acquisition described in paragraph (a) of this
Section 5.2 has been consummated.
Such notification shall be accompanied by an opinion of counsel confirming
Issuer's representations pursuant to this Section 5.2, which confirmation may be
based on representations of officers of the Issuer with respect to factual
matters.
5.3 In the event that number of Securities constituting the Minimum
Offering have not been sold as of the close of business on the Termination Date,
the Trustee shall promptly notify the Issuer and refund to each Subscriber the
amount held in the Trust Account for his or her account, including interest and
without deduction therefrom except for payments made to the Issuer in accordance
with Section 5.1 above.
5.5 The Issuer shall promptly notify the Trustee when the Rule 419
Prospectus has become effective, and shall deliver to the Trustee copies of all
writings signed by Subscribers confirming their purchase of Securities. As to
any Subscriber who does not confirm his or her purchase within 45 days of the
Effective Date, the Trustee shall promptly pay to such Subscriber the amount
held in the Trust Account for his or her account, including interest and without
deduction therefrom except for payments made to the Issuer in accordance with
Section 5.1 above .
5.6 In the event that the conditions set forth in Section 5.2 have not
been met within 18 months of the effective date of the original Registration
Statement, the Trustee shall notify the Issuer and promptly pay to each
Subscriber the amount held in the Trust Account for his or her account,
including interest and without deduction therefrom except for payments made to
the Issuer in accordance with Section 5.1 above .
5.7 Upon disbursement of the Deposited Proceeds pursuant to the terms
of this Section 5, the Trustee shall be relieved of all further obligations and
released from all liability under this Agreement.
6. Rights, Duties and Responsibilities of Trustee.
6.1 The Trustee shall not be responsible for performance by the Issuer
of its obligations under this Agreement.
6.2 The Trustee shall not be required to accept Subscription
Information pertaining to any Subscriber unless such Subscription Information is
accompanied by a check or money order representing
-4-
full payment for the Securities subscribed for. The Trustee shall promptly
notify the Issuer of any discrepancy between the amount received by the Trustee
and the number of Securities subscribed for. Such amount need not be accepted
for deposit in the Trust Account until such discrepancy has been resolved.
6.3 The Trustee shall promptly notify the Issuer of any check or money
order which is dishonored, but shall not be obliged to enforce any subscription
or collection of any check or money order received hereunder. The Trustee,
within a reasonable time, shall return to the Subscriber any check which is
dishonored, together with the Subscription Information, if any, which
accompanied such check.
6.4 The Trustee shall be entitled to rely upon the accuracy, act in
reliance upon the contents, and assume the genuineness of any notice,
instruction, certificate, signature, instrument or other document which is given
to the Trustee pursuant to this Agreement without the necessity of verifying the
truth or accuracy thereof. The Trustee shall not be obligated to make any
inquiry as to the authority, capacity, existence or identity of any person
purporting to give any such notice or instructions or to execute any such
certificate, instrument or other document.
6.5 In the event that the Trustee shall be uncertain as to its duties
or rights hereunder or shall receive instructions with respect to the Trust
Account or the Deposited Proceeds which are in conflict either with other
instructions received by it or with any provision of this Agreement, the Trustee
may deposit the Proceeds (and any other amounts that thereafter become part of
the Deposited Proceeds) with the registry of a court of competent jurisdiction
in a proceeding to which all parties in interest are joined. Upon the deposit by
the Trustee of the Deposited Proceeds with the registry of any court, the
Trustee shall be relieved of all further obligations and released from all
liability hereunder.
6.6 The Trustee shall be entitled to consult with counsel of its own
choosing and shall not be liable for any action reasonably taken, suffered or
omitted by it in accordance with the advice of such counsel.
6.7 The Trustee shall have no responsibility at any time to ascertain
whether or not any security interest exists in the Deposited Proceeds or any
part thereof or to file any financing statement under the Uniform Commercial
Code with respect to the Deposited Proceeds or any part thereof.
6.8 The Trustee shall determine whether or not the Offering has been
successful, and if it determines that less than the minimum number of the
Securities being offered have been sold during the Offering Period and any
Extension Period, thus rendering the Offering unsuccessful, the Trustee shall
return the proceeds of the Offering to the investors on a pro-rata basis, with
interest pro-rata.
7. Amendment; Resignation. This Agreement may be altered or amended
only with the written consent of the Issuer and the Trustee. The Trustee may
resign for any reason upon seven (7) business days written notice to the Issuer.
Should the Trustee resign as herein provided, it shall not be required to accept
any deposit, make any disbursement or otherwise dispose of the Deposited
Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period
of not more than ten (10) business days following the effective date of such
resignation, at which time (a) if a successor Trustee shall have been appointed
and written notice thereof (lncluding the name and address of such successor
Trustee) shall have been given to the resigning Trustee by the Issuer and such
successor Trustee, the resigning Trustee shall pay over to the successor Trustee
the Deposited Proceeds, less any portion thereof previously paid out in
accordance with this Agreement, or (b) if the resigning Trustee shall not have
received written notice signed by the Issuer and a successor Trustee, then the
resigning Trustee shall promptly refund the remaining amount in the Deposited
Proceeds to each prospective purchaser with interest thereon and without
deduction therefrom, and the resigning Trustee shall notify the Issuer in
writing of its liquidation and distribution of the Deposited Proceeds;
whereupon, in either case, the Trustee shall be relieved of all further
obligations and released from all liability under this Agreement.
8. Representations and Warranties. The Issuer hereby represents and
warrants to the Trustee that:
8.1 No party other than the parties hereto and the Subscribers have, or
shall have any lien, claim or security interest in the Deposited Proceeds or any
part thereof.
-5-
8.2 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 Deposited Proceeds or any part thereof.
8.3 The Subscription Information submitted with each deposit shall, at
the time of submission and at the time of the disbursement of the Deposited
Proceeds, be deemed a representation and warranty that such deposit represents a
bona fide sale to the purchaser described therein of the amount of Securities
set forth in such Subscription Information.
8.4 All of the information contained in the Information Sheet is, as of
the date hereof and will be, at the time of any disbursement of the Deposited
Proceeds, true and correct.
9. Fees and Expenses. The Trustee shall be entitled to a fee, the
amount of which shall be as set forth in the Information Sheet. In addition, the
Issuer agrees to reimburse the Trustee for any reasonable expenses incurred in
connection with this Agreement, including, but not limited to, reasonable
counsel fees, but not including review of this Agreement.
10. Indemnification and Contribution.
10.1 The Issuer agrees to indemnify the Trustee and its officers,
directors, employees, agents and shareholders (jointly and severally the
"Indemnitees") against, and hold them harmless from, any and all loss,
liability, cost, damage and expense, including, without limitation, reasonable
counsel fees, which the Indemnitees may suffer or incur by reason of any action,
claim or proceeding brought against the Indemnitees arising out of or relating
in any way to this Agreement or any transaction to which this Agreement relates,
unless such action, claim or proceeding is the result of such Indemnitee's
misconduct or gross negligence.
10.2 If the indemnification provided for in this Section 10 is
applicable, but for any reason held to be unavailable, the Issuer shall
contribute such amounts as are just and equitable to pay, or to reimburse the
Indemnitees for, the aggregate of any and all losses, liabilities, costs,
damages and expenses, including counsel fees, actually incurred by the
Indemnitees as a result of or in connection with, and any amount paid in
settlement of any action, claim or proceeding arising out of or relating in any
way to any actions or omissions of the Issuer.
10.3 Any Indemnitee which proposes to assert the right to be
indemnified under this Section 10, promptly after receipt of notice of
commencement of any action, suit or proceeding against such Indemnitee in
respect of which a claim is to be made against the Issuer under this Section 10,
will notify the Issuer of the commencement of such action, suit or proceeding,
enclosing a copy of all papers served. In case any such action, suit or
proceeding shall be brought against any Indemnitee and it shall notify the
Issuer of the commencement thereof, the Issuer shall be entitled to participate
in and, to the extent that they shall wish, to assume the defense thereof, with
counsel satisfactory to such Indemnitee. The Indemnitee shall have the right to
employ counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such Indemnitee unless (i) the employment of counsel
by such Indemnitee has been authorized by the Issuer, (ii) the Indemnitee shall
have concluded reasonably that there may be a conflict of interest among the
Issuer and the Indemnitee in the conduct of the defense of such action (in which
case the Issuer shall not have the right to direct the defense of such action on
behalf of the Indemnitee), or (iii) the Issuer in fact shall not have employed
counsel to assume the defense of such action, in each of which cases the fees
and expenses of counsel shall be borne by the Issuer.
10.4 The Issuer agrees to provide the Trustee with a copy of the
Registration Statement and all amendments and post-effective amendments to such
Registration Statement, including exhibits.
10.5 The provisions of this Section 10 shall survive any termination of
this Agreement, whether by disbursement of the Deposited Proceeds, resignation
of the Trustee or otherwise.
11. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Florida.
-6-
12. Assignment. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns. This Agreement may not be assigned
or transferred by either party without the prior written consent of the other,
provided that this Agreement may be transferred or assumed by a surviving
corporation in a merger or sale of substantially all such party's assets. Any
transfer of the Deposited Proceeds, other than in accordance with this
Agreement, shall be void unless the Issuer shall have consented in writing to
such transfer.
13. Notices. All notices required to be given in connection with this
Agreement shall be sent by registered or certified mail, return receipt
requested, or by hand delivery with receipt acknowledged, or by the Express Mail
service offered by the United States Postal Service , and addressed, if to the
Issuer, at its address set forth on the Information Sheet, and if to the
Trustee, at its address set forth on the Information Sheet.
14. Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be determined to be unpaid or
unenforceable, the remaining provisions of this Agreement or the application of
such provision to persons or circumstances other than those to which it is held
invalid or unenforceable shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law.
15. Closing. The closing shall take place within 90 days of the
Effective Date unless an additional 90 days is approved by the Issuer, but in no
instance later than 180 days after the Effective Date.
16 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular, or plural as the context may
require.
17. Captions. All captions are for convenience only and shall not
limit or define the term thereof.
18. Execution in Several Counterparts. This Agreement may be executed
in several counterparts or by separate instruments and all of such counterparts
and instruments shall constitute one agreement, binding on all of the parties
herein.
19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings (written or oral) of the
parties in connection herewith.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
attest: LM CAPITAL SECURITIES, INC.
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Pres
----------------------------------- ---------------------------
attest: GLINT CORPORATION
by /s/ ▇▇▇▇ ▇▇▇▇
----------------------------------- ---------------------------
▇▇▇▇ ▇▇▇▇, president
-7-
ESCROW AGREEMENT INFORMATION SHEET
1. Issuer: Glint Corporation
2. State of incorporation or organization: Delaware
3. Underwriter: none
4. Description of the Securities to be offered: Common Stock
5. Type of Registration Statement: Form SB-2
6. Number of Securities offered: minimum number: 25,000 Shares
maximum number: 250,000 Shares
7. Offering Amount: $100,000 minimum
$1,000,000 maximum
8. Offering Period 90 calendar days
Extension Period 90 calendar days
Collection Period n/a
9. Title of the Trust Account GLINT CORPORATION TRUST ACCOUNT
10. Fee due on execution of agreement: $
Fee for each check disbursed
pursuant to the terms of the Escrow
Agreement (unsuccessful offering): $
Fee for each subscriber in excess
of first fifty subscribers: $
Fee for each check returned pursuant to
the terms of the Escrow Agreement: $
All other fees will be negotiated
on the basis of service requirements.
11. Notices to Issuer: Glint Corporation cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
attn: ▇▇. ▇▇▇▇ ▇▇▇▇, President
12. Notices to Trustee: LM Capital Securities, Inc.
Suite 400
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
-8-
