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EXHIBIT 2.6
FUNDS ESCROW AGREEMENT
This Agreement is dated as of the _____ day of March, 1999 among
The Recovery Network, Inc. (the "Company"), the Subscribers identified on
Schedule A hereto ("Subscriber" or "Subscribers"), and Crushko & Xxxxxxx (the
"Escrow Agent"):
WITNESSETH
WHEREAS, the Company and Subscriber have entered into a Subscription
Agreement ("Subscription Agreement") calling for the sale by the Company to the
Subscribers of Convertible Notes ("Notes") in the aggregate principal amounts,
in the denominations set forth on Schedule A hereto, against payment therefor,
and the issuance and delivery of Commission Shares as described in the
Subscription Agreement; and
WHEREAS, the parties hereto require the Company to deliver the Notes
against payment therefor, with such Notes and payment to be delivered to the
Escrow Agent to be held in escrow and released by the Escrow Agent in
accordance with the terms and conditions of this Agreement; and
WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant
to the terms and conditions of this Agreement;
NOW THEREFORE, the parties agree as follows:
ARTICLE I
INTERPRETATION
1.1 Definitions. Whenever used in this Agreement, the following
terms shall have the following respective meanings:
(a) "Agreement" means this Agreement and all amendments
made hereto and thereto by written agreement between the parties;
(b) "Notes" means convertible Notes of the Company issued
to the Subscribers in the aggregate amount of up to $100,000 in the form of
Exhibit A annexed to the Subscription Agreement.
(c) "Escrowed Payment" means the sums set forth on Schedule
A hereto.
(d) "Subscription Agreement" means the Subscription
Agreement to be entered into by the parties in reference to the Notes and the
exhibits thereto.
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(e) "Commission Shares" means the shares of the Company's
common stock to be issued to the Placement Agents as described in the
Subscription Agreement.
(f) Collectively, this Agreement, Notes, Subscription
Agreement, and Commission Shares are referred to as "Company Documents."
(g) Collectively, this Agreement, Escrowed Payment and
Subscription Agreement without exhibits thereto are referred to as "Subscriber
Documents."
1.2. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the Company Documents and
Subscriber Documents and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties. There
are no warranties, representations and other agreements made by the parties in
connection with the subject matter hereof except as specifically set forth in
this Agreement.
1.3. Extended Meanings. In this Agreement words importing the
singular number include the plural and vice versa; words importing the masculine
gender include the feminine and neuter genders. The word "person" includes an
individual, body corporate, partnership, trustee or trust or incorporated
association, executor, administrator or legal representative.
1.4. Waivers and Amendments. This Agreement may be amended,
modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by all
parties, or, in the case of a waiver, by the party waiving compliance. Except
as expressly stated herein, no delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right, power or privilege
hereunder preclude any other or future exercise of any other right, power or
privilege hereunder.
1.5. Headings. The division of this Agreement into articles,
sections, subsections and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
1.6. Law Governing this Agreement. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts
located in the state of New York. Both parties and the individuals executing
this Agreement and other agreements on behalf of the Company agree
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5.6. Counterparts/Execution. This Agreement may be executed in any number
of counterparts and by different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission.
5.7. Agreement. Each of the undersigned states that he has read the
foregoing Funds Escrow Agreement and understands and agrees to it.
THE RECOVERY NETWORK, INC.
"Company"
By: /s/ [Signature Illegible]
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AUSTOST ANSTALT XXXXXX
"Subscriber"
By:
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BALMORE FUNDS S.A.
"Subscriber"
By:
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THE SARGON FUND, L.P.
"Subscriber"
By:
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XXXXXX XXXXX - "Subscriber"
ESCROW AGENT:
GRUSHKO & XXXXXXX
By:
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SCHEDULE B TO SUBSCRIPTION AGREEMENT
PLACEMENT AGENT COMMISSION SHARES
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LIBRA FINANCE S.A. 11,591
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxx
Fax: 000-000-000-0000
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XXXXX ENTERPRISES 7,727
00X Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx
XX0 0XX
Fax: 000-000-000000000
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TOTALS 19,318
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