ESCROW AGREEMENT
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This Escrow Agreement is entered into effective April 17, 1998, by and
among TechLite, Inc., an Oklahoma corporation ("TechLite"); SuperCorp Inc., an
Oklahoma corporation ("SuperCorp"); and Bank One Trust Company of, NA, Oklahoma
City ("Bank One").
In consideration of the representations, undertakings, and promises set
forth below, the parties agree as follows:
1. Representations by TechLite.
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TechLite represents as follows:
1.1. TechLite is preparing for filing a Form XX-0 Xxxxxxxxxxxx
Xxxxxxxxx ("xxx XX-0") with the Securities and Exchange Commission ("the
Commission"). A copy of the most recent draft of the SB-2 is delivered herewith
to Bank One, and TechLite undertakes to deliver to Bank One the final form of
the SB-2 as filed with the Commission and any amendments thereto.
1.2. TechLite and TechLite Applied Sciences, Inc., an Oklahoma
corporation, have entered into an agreement of merger ("the Agreement of
Merger"), which merger is described in the SB-2.
1.3. TechLite has three shareholders - SuperCorp, which is the
owner of record of 195,556 shares of TechLite's common stock ("the Spinoff
Shares"), and two individuals who, together, own 48,888 shares of TechLite's
common stock.
2. Representations by SuperCorp.
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As soon as permitted by law or regulation or as soon as possible after the
Commission has declared effective the SB-2, SuperCorp shall vote its 195,556
Spinoff Shares to approve the proposed merger described in the Agreement of
Merger. Immediately thereafter, SuperCorp shall declare a dividend to its
shareholders of the 195,556 Spinoff Shares.
3. Representations of Bank One.
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Bank One represents that it is an "insured depository institution," as that
term is defined in Section 3(c)(2) of the Federal Deposit Insurance Act.
4. Escrow of Spinoff Shares.
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The 195,556 Spinoff Shares shall be escrowed with Bank One pursuant to the
following terms and conditions:
4.1. After declaration by SuperCorp of the dividend to its
shareholders of the 195,556 Spinoff Shares, either SuperCorp or its
registrar-transfer agent shall deliver to Bank One stock certificates
representing the 195,556 Spinoff Shares, which certificates shall evidence
Exhibit 10
Page 1 of 6 Pages
on their faces the identity of the owners of the shares represented by each
certificate.
4.2. Until such time as the escrowed certificates are released
from escrow in accordance with the terms of this Escrow Agreement, TechLite
shall declare no cash dividends on the shares represented by such certificates.
4.3. Bank One shall hold the escrowed certificates solely for
the benefit of the owners of the shares represented by such certificates, which
owners shall have all voting rights with respect to such shares as are provided
by Oklahoma law. However, no transfer or other disposition of the escrowed
securities or any interest related to such securities shall be permitted by
TechLite or recognized by Bank One other than by will or the law of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986 as amended or to Title 1 of the Employee
Retirement Income Security Act.
5. Release of the Escrowed Securities.
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The certificates placed in escrow with Bank One shall be released from
escrow and delivered by Bank One to TechLite's stock registrar-transfer agent
for delivery by it to the owners of the certificates at such time as or after
Bank One has received a signed representation from TechLite, together with any
other evidence acceptable to Bank One, that the conditions and requirements set
forth either in paragraph 5.1 or 5.2 below have been met; provided, however,
that all certificates representing the ownership of nine or fewer shares of
TechLite Common Stock shall not immediately be delivered to TechLite's stock
registrar-transfer agent, but shall continue to be held in escrow until such
time as Bank One has received written instructions from SuperCorp with respect
to such delivery, it being contemplated that SuperCorp shall communicate with
the owners of the shares represented by such small-denomination certificates and
extend to each of such owners the election either to receive the stock
certificate or to have the shares represented by such certificate sold in a
broker's transaction with the shares desired to be sold by other
small-denomination owners and to receive the net proceeds of such sale.
5.1. Should the merger described in the Agreement of Merger be
approved by the shareholders of TechLite, and should the necessary merger
documents be filed with the Registrar of companies' documents in Oklahoma,
TechLite shall so represent this to Bank One and shall state the date the merger
became effective.
5.2. Should the proposed merger described in the Plan of
Merger not be approved and effected, TechLite proposes to search for an
alternative merger partner or for a suitable business or assets to be acquired.
At such time as TechLite should execute an agreement of merger or for the
acquisition of a business or assets that would constitute the
Exhibit 10
Page 2 of 6 Pages
business of TechLite, TechLite shall file a post-effective amendment to the SB-2
disclosing the information specified by the SB-2 registration statement form and
Industry Guides, including financial statements of TechLite and the company to
be acquired, and the post-effective amendment must become effective at the
Commission. Then, the alternative merger or acquisition of a business or assets
must be approved and legally effected, at which time TechLite shall represent to
Bank One that this has occurred and that all requirements of the Commission for
the release from escrow of the certificates have been met.
6. Term of Escrow Agreement.
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This Escrow Agreement shall terminate 18 months after the effective date of
the initial SB-2, unless the certificates have been earlier released from escrow
according to the provisions set forth above. Should no such release from escrow
have occurred by the termination date, Bank One shall deliver, for cancellation,
all escrowed stock certificates to TechLite's stock registrar-transfer agent.
7. Depository Duty.
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Bank One will be liable as a depository only and will not be responsible
for the sufficiency or accuracy of the form, execution or validity of any
certificate or document delivered to Bank One hereunder or any description of
the property or other thing contained therein or the identity, authority or
rights of the persons executing or delivering or purporting to execute or
deliver any such certificate or document. Bank One's duties hereunder are
limited to the safekeeping of the instruments or other documents received, and
the delivery of the same in accordance with this Agreement.
8. Standard of Care.
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Bank One will not be liable for any act or omission done in good faith, or
for any claim, demand, loss or damage made or suffered by any party to this
Agreement, excepting such as may arise through or be caused by Bank One's
willful misconduct or gross negligence.
9. Reliance.
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Bank One is authorized to rely on any document believed by Bank One to be
authentic in making any delivery of certificates, funds or property hereunder.
10. Escrow Charges.
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A $500 fee will be paid by TechLite to Bank One for services to be rendered
hereunder. Bank One, however, may employ attorneys for reasonable protection of
the escrow property and of itself, and TechLite will reimburse Bank One on
demand. All sums due Bank One under this Agreement will bear interest at the
rate of 10 percent per annum from the date due until Bank One is reimbursed in
full.
11. Liability of Bank One.
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In accepting any securities or documents delivered hereunder, it is agreed
and understood by the undersigned that Bank One will not be called on to
construe any contract or instrument deposited herewith and, in the event of a
dispute, will be required to act
Exhibit 10
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in respect to the deposit herein made only on the consent in writing of the
undersigned. In the event of its failure to obtain such consent in writing, Bank
One reserves the right to hold all papers in connection with or concerning this
escrow until a mutual agreement in writing has been reached between all parties
and delivered to Bank One or until delivery is legally authorized and ordered by
final judgment or decree of a court of competent jurisdiction. If Bank One obeys
or complies with any judgment, order or decree of a court of competent
jurisdiction, Bank One will not be liable to any of the parties hereto nor to
any other person, firm or corporation by reason of such compliance,
notwithstanding any such judgement, order or decree be subsequently reversed,
modified, annulled, set aside or vacated.
12. Resignation or Removal of Bank One.
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12.1. Bank One may resign hereunder following the giving of 30
days prior written notice to TechLite. Similarly, Bank One may be removed and
replaced following the giving of 30 days prior written notice to Bank One by
TechLite. In either event, the duties of Bank One will terminate 30 days after
the date of such notice (or as of such earlier date as may be mutually
agreeable), and Bank One will then deliver all certificates then in its
possession to a successor escrow agent as will be appointed by TechLite, as
evidenced by a written notice filed with Bank One.
12.2. If TechLite shall have failed to appoint a successor
escrow agent prior to the expiration of 30 days following the date of the
notice, resignation or removal of Bank One, Bank One may petition any court of
competent jurisdiction for the appointment of a successor escrow agent, or other
appropriate relief, and any such resulting appointment will be binding upon
TechLite. The cost of such proceeding including attorneys fees will be
reimbursed by TechLite on demand.
12.3. Upon acknowledgement by any successor escrow agent of
the receipt of all certificates that had prior to such notice been in the
possession of Bank One, Bank One will be fully released and relieved of all
duties, responsibilities, and obligations under this agreement.
13. Notice.
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Any request, direction, notice or other service required or permitted to be
made or given by any party hereto will be in writing and will be deemed
sufficiently given or served for all purposes if delivered in person or via
certified mail, return receipt requested, to the parties hereto at the addresses
set forth below or at such other address as any party will specify, from time to
time, by written notice given to the other party hereto:
Exhibit 10
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(a) To TechLite and to
SuperCorp: Xxxxxx X. Xxxxx
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
(b) To Bank One: Bank One Trust Company, NA,
Oklahoma City
000 Xxxxx Xxxxxxxx
P. O. Xxx 00000
Xxxxxxxx Xxxx, XX 00000
IN WITNESS WHEREOF, this Escrow Agreement is executed as of the date set
forth above.
TECHLITE, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
BANK ONE TRUST COMPANY, NA, OKLAHOMA CITY
By: /s/ M.E. Xxxxx
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M. E. Xxxxx, Vice President
SUPERCORP INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
Exhibit 10
Page 5 of 6 Pages
RELEASE
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All moneys, documents and papers relative to this escrow deposit have been
delivered in accordance with the provisions of this Escrow Agreement this ______
day of _____________________, 19______, and Bank One herein is relieved from all
further liability or responsibility with reference hereto.
TECHLITE, INC.
By_________________________________
Xxxxxx X. Xxxxx, President
SUPERCORP INC.
By_________________________________
Xxxxxx X. Xxxxx, President
Exhibit 10
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