Exhibit 10.27.13
JOINT ESCROW INSTRUCTIONS
July 30, 2002
Richard Walsh III, Esq.
6310 Post Road
North Kingstown, RI 02852
Gentlemen:
This letter sets forth the terms by which Richard Walsh III Esq. (the
"Escrow Agent") would agree to act as the escrow agent for Eurotech, Ltd., a
District of Columbia corporation (the "Company") in respect of the Escrow Shares
(as defined below). The Escrow Agent is hereby authorized and directed to hold
those shares of Common Stock of the Company (the "Escrow Shares"), received by
the Company pursuant to the terms of a certain Technology Development Agreement
by and between the Company and ipPartners Inc. (the "Consultant") dated as of
July 24, 2002 (the "TDA"). The Escrow Shares shall be delivered to the Escrow
Agent upon execution of the TDA. The Escrow Agent, the Company and the
Consultant may be herein after referred to collectively as the "Parties".
Capitalized terms not otherwise defined herein shall have those respective
meanings ascribed to them in the TDA
The Escrow Shares shall be held, and the Escrow Agent shall undertake
its obligations in accordance with the following terms and conditions:
1. The Parties hereto acknowledge receipt by the Escrow Agent of
2,000,000 shares of the Company's Common Stock, issued to
ipPartners Inc. subject to those restrictions and provisions
more fully described in Section 9 of the TDA with fully
executed stock powers and authority to transfer the Escrow
Shares.
2. It is further acknowledged by the parties that these Escrow
Shares are subject to forfeiture by the Consultant under the
following conditions:
(a) On October 15, 2002, if the Company has notified the
Escrow Agent via certified mail that: 1) the
Consultant has not completed the prototype assemblies
and 2) the device's capabilities to acquire acoustic
data for testing of the APTIS Project have not been
demonstrated; then seven hundred fifty thousand
(750,000) of the Escrow Shares are forfeited and
shall be returned, transferred or otherwise assigned
to the Treasury of the Company.
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(b) On January 15, 2003, if the Company has notified the
Escrow Agent via certified mail that: 1) the
Consultant has not completed the prototype assemblies
and 2) the device's capabilities to acquire acoustic
data for testing of the Hand Held Project have not
been demonstrated; then seven hundred fifty thousand
(750,000) of the Escrow Shares are forfeited and
shall be returned, transferred or otherwise assigned
to the Treasury of the Company.
(c) On January 15, 2003, if the Company has notified the
Escrow Agent via certified mail that: the Consultant
has not completed and demonstrated to the Company the
prototype of the APTIS Project; then two hundred
fifty thousand (250,000) of the Escrow Shares are
forfeited and shall be returned, transferred or
otherwise assigned to the Treasury of the Company.
(d) On March 15, 2003, if the Company has notified the
Escrow Agent via certified mail that: the Consultant
has not completed and demonstrated the prototype of
the Hand Held device: then two hundred fifty thousand
(250,000) shares are forfeited and shall be returned,
transferred or otherwise assigned to the Treasury of
the Company.
It is further acknowledged by the parties that these
Escrow Shares are to be promptly released by the Escrow Agent and
returned to the Consultant under the following conditions:
(e) If by October 15, 2002, the Company has not notified
the Escrow Agent via certified mail that: 1) the
Consultant has not completed the prototype assemblies
and 2) the device's capabilities to acquire acoustic
data for testing of the APTIS Project have not been
demonstrated; then seven hundred fifty thousand
(750,000) of the Escrow Shares shall be released by
the Escrow Agent and returned to the Consultant.
(f) If by January 15, 2003, the Company has not notified
the Escrow Agent via certified mail that: 1) the
Consultant has not completed the prototype assemblies
and 2) the device's capabilities to acquire acoustic
data for testing of the Hand Held Project have not
been demonstrated; then seven hundred fifty thousand
(750,000) of the Escrow Shares shall be released by
the Escrow Agent and returned to the Consultant.
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(g) If by January 15,2003, the Company has not notified
the Escrow Agent via certified mail that: the
Consultant has not completed and demonstrated to the
Company the prototype of the APTIS Project; then two
hundred fifty thousand (250,000) of the Escrow Shares
shall be transferred to the Consultant.
(h) If by March 15,2003, the Company has not notified the
Escrow Agent via certified mail that: the Consultant
has not completed and demonstrated the prototype of
the Hand Held device: then two hundred fifty thousand
(250,000) of the Escrow Shares shall be released by
the Escrow Agent and returned to the Consultant.
3. Those Escrow Shares, which shall be returned to the Treasury
of the Company, shall be referred to as the Forfeited Shares.
4. Upon a default of one of the above provisions which would
trigger a forfeiture of the Escrow Shares, the Company shall
provide to the Escrow Agent a written notice which shall be
(i) given to all Parties; (ii) shall be certified by the
President of the Company; (iii) shall specify the specific
nature of any default by the Consultant; and (iv) shall
include a representation to the Escrow Agent that all
applicable notice, right to cure and other applicable
provisions of the TDA have strictly followed with appropriate
evidence thereof (the "Written Notice of Forfeiture").
5. As promptly as feasible after receipt of a Written Notice of
Forfeiture from the Company, the Escrow Agent shall, after
payment of any Escrow Fees as described in Paragraph 6 below,
effectuate the return of the Forfeited Shares to the Treasury
of the Company provided that said forfeiture does not
otherwise conflict with any applicable Federal, State, SEC,
Amex statue, rule or regulation.
6. After receipt of a written notice of forfeiture the Company
and the Consultant, jointly and severally shall be responsible
for escrow fees (and any taxes payable thereon) made payable
to the Escrow Agent in the amount of $500.00 payable before
the processing of any Written Notice of Forfeiture (the
"Escrow Agent Fees").
7. Unless the Escrow Agent resigns in accordance with Paragraph 1
hereof, the Escrow Agent's duties hereunder may be altered,
amended, modified or revoked only by a writing signed by the
Company, the Consultant and the Escrow Agent.
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8. The Escrow Agent shall be obligated only for the performance
of such duties as are specifically set forth herein and may
rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by the Escrow
Agent to be genuine and to have been signed or presented by
the proper party or parties. The Escrow Agent shall have no
obligation to verify the signatures of any party hereto. The
Escrow Agent shall not be personally liable for any act the
Escrow Agent may do or omit to do hereunder as the Escrow
Agent while acting in good faith, and any act done or omitted
by the Escrow Agent pursuant to the advice of the Escrow
Agent's attorneys-at-law (which may include its members) shall
be conclusive evidence of such good faith.
9. The Escrow Agent is hereby expressly authorized to disregard
any and all warnings given by any of the parties hereto or by
any other person or corporation, excepting only orders or
process of courts of law and is hereby expressly authorized to
comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any
such order, judgment or decree, the Escrow Agent shall not be
liable to any of the parties hereto or to any other person,
firm or corporation by reason of such decree being
subsequently reversed, modified, annulled, set aside, vacated
or found to have been entered without jurisdiction.
10. The Escrow Agent shall be entitled to employ such legal
counsel and other experts as the Escrow Agent may deem
necessary properly to advise the Escrow Agent in connection
with the Escrow Agent's duties hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable
compensation therefore from the funds held in the Escrow
Account. The Company understands that the Escrow Agent is
relying explicitly on the foregoing provision in entering into
these Joint Escrow Instructions.
11. The Escrow Agent may resign by written notice to the Company
at any time and for any reason. In the event of any such
resignation, the Company shall appoint a successor escrow
agent within ten (10) business days and shall direct Escrow
Agent to pay all of the fund remaining in the Escrow Account,
less any fees and expenses to the successor agent. Should the
Company fail to do so, the Escrow Agent may commence an action
in any appropriate court and is authorized to transfer the
Escrow Shares into Court in accordance with Paragraph 13
hereof.
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12. If the Escrow Agent reasonably requires other or further
instruments in connection with these Joint Escrow Instructions
or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments.
13. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of
possession of the Escrow Shares held by the Escrow Agent
hereunder, the Escrow Agent is authorized and directed in the
Escrow Agent's sole discretion (1) to retain in the Escrow
Agent's possession without liability to anyone all or any part
of the Escrow Shares until such disputes shall have been
settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court
of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but the Escrow Agent
shall be under no duty whatsoever to institute or defend any
such proceedings or (2) to deliver the Escrow Shares and any
other property and documents held by the Escrow Agent
hereunder to any state or federal court having competent
subject matter jurisdiction in accordance with the applicable
procedure therefore. The cost of any legal action required in
connection with any matter described in this paragraph shall
be for the account of the Company and shall be paid by the
Company and/or the Consultant who shall be jointly and
severally liable for such costs.
14. The Company and each individual director hereto agrees to
indemnify and hold harmless the Escrow Agent and each of its
partners, employees, and agents, from any and all claims,
liabilities, costs or expenses (including attorneys fees) in
any way arising from or relating to the duties or performance
of the Escrow Agent hereunder other than any such claim,
liability, cost or expense to the extent the same shall (a)
have been tax obligations in connection with Escrow Agent's
fee hereunder, or (b) have been determined by final,
unappealable judgment of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct
of the Escrow Agent. The costs of defense of the Escrow Agent
shall be advanced by the Company and/or the Consultant who
shall be jointly and severally liable for such costs.
15. All notices to, demands, consents or communications which any
party may desire or may be required to give to the other must
be in writing, shall be effective upon receipt in the United
States after having been sent by registered or certified mail
or sent by facsimile transmission, and shall be effective upon
receipt outside the United States after having been delivered
prepaid to a reputable international delivery service or
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courier or sent by facsimile transmission; and addressed to
the address of the party designated below. Receipt shall be
presumed on the date of proper transmission as to facsimile
transmission and otherwise within three (3) Days as to notices
given within the United States and ten (10) Days as to notices
given outside the United States.
For notice to the Company:
Eurotech, Ltd.
10306 Eaton Place
Suite 220
Fairfax, Virginia 22030
Attn: President
Facsimile Number: (703) 352-5994
For notice to the Escrow Agent:
Richard L. Walsh III, 6310 Post Road, North Kingstown, RI
02852, (401) 884-9142 telephone number and fax number
For the Consultant
16. This instrument shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and
permitted assigns and shall be governed by the laws of the
State of New York without giving effect to principles
governing the conflicts of laws. Any action or proceeding
based upon any claim, dispute or difference arising hereunder
may be brought only in the courts of the State of New York or
the United States District Court for the Southern District of
New York. Each of the parties hereto submits to the
jurisdiction of such courts with respect to any such action or
proceeding and irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection which it may
now or hereafter have to the venue, or the convenience of the
forum, with respect to any such action or proceeding brought
in any of such courts. A facsimile transmission of these
instructions signed by the Escrow Agent shall be legal and
binding on all parties hereto.
17. Each party hereto acknowledges that they fully understand all
terms, conditions and implications of these Joint Escrow
Instructions.
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18. The rights and obligations of any party hereto are not
assignable without the written consent of the other parties
hereto.
THE COMPANY
EUROTECH, LTD.
/S/ TODD J. BROMS
---------------------------
Todd J. Broms
Chief Executive Officer and President
CONSULTANT
ipPARTNERS INC.
/S/ ROBERT TARINI
---------------------------
Name: Robert Tarini
Title: President
ACCEPTED BY ESCROW AGENT:
By:
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Date:
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