ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
March 1, 2001, by Rubber Technology International Inc., a Florida Corporation
(the "COMPANY"); The May Xxxxx Group, a Maryland corporation (the "PLACEMENT
AGENT"); and First Union National Bank, a national banking association, as
Escrow Agent hereunder (the "ESCROW AGENT").
BACKGROUND
WHEREAS, the Company and the Placement Agent have entered into
a Placement Agent Agreement (the "PLACEMENT AGENT AGREEMENT"), dated as of the
date hereof, pursuant to which the Company proposes to sell convertible
debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible into the
Company's Common Stock, $0.0001 par value per share (the "COMMON STOCK"), at a
price per share equal to the Purchase Price, as that term is defined in the
Securities Purchase Agreement dated the date hereof between the Company and the
Investors named therein (the "PURCHASE AGREEMENT. The Securities Purchase
Agreement provides that the Investors shall deposit 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").
WHEREAS, the Placement Agent intends to sell Convertible
Securities as the Company's agent (the "OFFERING").
WHEREAS, Escrow Agent has agreed 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 when used
herein:
a. "ESCROW FUNDS" shall mean the funds deposited with Escrow Agent
pursuant to this Agreement.
b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by
the Placement Agent 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
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 expiration of twenty (20) days from the date of commencement
of the Offering (unless extended by mutual written agreement between the Company
and the Placement Agent with a copy of such extension to Escrow Agent); or
(iii) The date upon which a determination is made by the Company and
the Placement Agent to terminate the Offering prior to the sale of all the
Convertible Debentures .
1. During the Escrow Period, the Company and the Placement Agent 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 Placement
Agent or any other entity, or be subject to the debts of the Company or the
Placement Agent or any other entity.
2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Placement Agent 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.
3. CREATION OF ESCROW FUNDS. On or prior to the date of the commencement of the
Offering, the parties shall establish an escrow account with the Escrow Agent,
which escrow account shall be entitled as follows: Rubber Technology
International Inc./May Xxxxx Group, Inc. Escrow Account for the deposit of the
Escrow Funds. The Placement Agent will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:
Bank: First Union National Bank of New Jersey
Routing # 000000000
Account # 2020000659170
Name on Account: Xxxxxx Xxxxxxxx LLP/First Union Escrow Account
Name on Sub-Account: Rubber Technology International Inc./May Xxxxx Group, Inc.
Escrow account
Reference Sub-Account # 1400-01
Attn: Xxxxxx Xxxxxxx (000) 000-0000
Xxxxxxx Xxxxxxxxx (000) 000-0000
2
Only wire transfers shall be accepted.
4. DEPOSITS INTO THE ESCROW ACCOUNT. The Placement Agent agrees that
they shall promptly deliver all monies received from subscribers for the payment
of the Convertible Debentures to Escrow Agent for deposit in the Escrow Account.
5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.
---------------------------------------
(a) The Escrow Agent will continue to hold such funds until the
Placement Agent 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 Placement Agent. In disbursing such funds, Escrow
Agent is authorized to rely upon such Joint Written Direction from the Company
and the Placement Agent and may accept any signatory from the Company listed on
the signature page to this Agreement and any signature from the Placement Agent
that the Escrow Agent already has on file.
In the event Escrow Agent does not receive the amount of the Escrow
Funds from the Investors, Escrow Agent shall notify the Company and the
Placement Agent. Upon receipt of payment instructions from the Company, Escrow
Agent shall refund to each subscriber without interest the amount received from
each Investor, without deduction, penalty, or expense to the subscriber. The
purchase money returned to each subscriber shall be free and clear of any and
all claims of the Company, the Placement Agent or any of their creditors.
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 forward
each wire for collection and, upon collection of the proceeds of each wire
deposit the collected proceeds in the Escrow Account.
Any wires returned unpaid to Escrow Agent shall be returned to the
Placement Agent. In such cases, Escrow Agent will promptly notify the Company of
such return.
If the Company rejects any subscription for which the Escrow Agent has
already collected funds, Escrow Agent shall promptly issue a refund check or
wire to the rejected subscriber. If the Company rejects any subscription for
which Escrow Agent has not yet collected funds but has submitted the
subscriber's wire for collection, Escrow Agent shall promptly issue a check or
wire the amount of the subscriber's wire to the rejected subscriber after Escrow
Agent has cleared such funds. If Escrow Agent has not yet submitted a rejected
subscriber's wire for collection, Escrow Agent shall promptly remit the
subscriber's wire directly to the subscriber. The Company shall provide payment
instructions to Escrow Agent.
3
7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT. If at any time,
there shall exist any dispute between the Company and the Placement Agent 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
Placement Agent, 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
Funds in a non-interest bearing money market account.
If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall invest the Escrow
Funds, or such portion thereof, as to which no Joint Written Direction has been
received, in investments described above. The foregoing investments shall be
made by Escrow Agent. Notwithstanding anything to the contrary contained, Escrow
Agent may, without notice to the parties, sell or liquidate any of the foregoing
investments at any time if the proceeds thereof are required for any release of
4
funds permitted or required hereunder, and Escrow Agent shall not be liable or
responsible for any loss, cost or penalty resulting from any such sale or
liquidation. With respect to any funds received by Escrow Agent for deposit into
the Escrow Funds or any Joint Written Direction received by Escrow Agent with
respect to investment of any funds in the Escrow Funds after ten o'clock, a.m.,
New Jersey time, Escrow Agent shall not be required to invest such funds or to
effect such investment instruction until the next day upon which banks in New
Jersey are open for business.
9. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign 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 Placement Agent 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.
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
5
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 Placement Agent
jointly and severally shall promptly pay, upon demand, the reasonable fees and
expenses of any such counsel.
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 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 director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "INDEMNIFIED PARTIES") 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
6
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 Placement Agent hereunder in writing, and the
Placement Agent 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 Placement Agent and/or the Company shall be required to pay such
fees and expense if (a) the Placement Agent or the Company agree to pay such
fees and expenses, or (b) the Placement Agent 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 Placement
Agent 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 Placement Agent 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 Placement
Agent. The Placement Agent 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 Placement
Agent 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 Placement
Agent of any claim by Escrow Agent for indemnification hereunder shall impair,
limit, modify, or affect, as between the Placement Agent and the Company, the
respective rights and obligations of Placement Agent, on the one hand, and the
Company, on the other hand, under the Placement Agency Agreement.
12. EXPENSES OF ESCROW AGENT. Except as set forth in Section 11 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.
7
13. WARRANTIES.
a. The Placement Agent makes the following representations and
warranties to Escrow Agent:
(i) The Placement Agent 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 Placement Agent, including any
necessary shareholder approval, has been executed by duly
authorized officers of the Placement Agent, enforceable in
accordance with its terms.
(iii) The execution, delivery, and performance of the
Placement Agent of this Agreement will not violate, conflict
with, or cause a default under the certificate of
incorporation or bylaws of the Placement Agent, any applicable
law or regulation, any court order or administrative ruling or
degree to which the Placement Agent is a party or any of its
property is subject, or any agreement, contract, indenture, or
other binding arrangement.
(iv) Xxxxxxx Xxxxxx has been duly appointed to act as the
representative of the Placement Agent 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
Placement Agent's representative under this Agreement, all
without further consent or direction form, or notice to, the
Placement Agent or any other party.
(v) No party other than the parties hereto and the
Investors 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
Placement Agent 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.
8
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
Florida 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) Xxxx Xxxxxxx has been duly appointed to act as the
representatives 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 Investors
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
hereto commences a lawsuit or other proceeding relating to or arising from this
9
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 Essex 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 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 recipet and addressed to the party to be
notified as follows:
If to Placement Agent, to: The May Xxxxx Group, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000)000-0000
Facsimile: (000) 000-0000
With Copy to: Xxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company, to: Rubber Technology International Inc.
0000 X. Xxxxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Xxxxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxx. - Xxxxx 0000
Xxxxx, Xx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
10
If to Escrow Agent, to: First Union National Bank,
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx
Telephone: (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, 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 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 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 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
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 Placement
Agent, the Company, or the Escrow Agent.
21. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written
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
amounts in the Escrow Funds pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
11
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 INTENIONALLY LEFT BLANK]
12
IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.
RUBBER TECHNOLOGY INTERNATIONAL INC.
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxx
Title: As Escrow Agent
THE MAY XXXXX GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
13
