Exhibit 10
ESCROW AGREEMENT
THIS AGREEMENT is made as of the 30th day of June, 2011 by and between
ARMADA SPORTS & ENTERTAINMENT, INC., having an office at 254 Ronald Reagan Blvd
Suite 134, Longwood, Florida 32750, and whose facsimile number is 866-773-8630,
(the "Company") and LANIGAN & LANIGAN, PL, ATTORNEYS AT LAW, having an office at
831 West Morse Blvd, Winter Park, Florida 32789, and whose facsimile number is
407.740.6812 (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Company is in the business of conducting golf tournaments entitled
THE GOLF CHAMPIONSHIPS, (individually a "Tournament, " and collectively, the
"Tournaments"); and
WHEREAS, the Company desires to have all entry fees and sponsorship/advertiser
revenue and receipts deposited directly to an escrow account at Bank Of America,
Orlando, Florida in connection with such Tournaments with the Escrow Agent,
which shall be disbursed by the Escrow Agent to the participants in such
Tournaments pursuant to the Company's written instructions as to the recipients
of such funds in accordance with the results of the Tournaments.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained
herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:
ARTICLE I
TERMS OF THE ESCROW
1.1 The Company shall direct that all entry and sponsorship/advertiser funds
(the "Escrow Funds") shall be directly deposited by the entrant or
sponsor/advertiser to the escrow bank account managed by the escrow holder. No
funds will be received by the Company into any other account. In the event that
the entrant sends the funds to the Company inadvertently or otherwise, the funds
shall immediately be deposited into the escrow account within one banking day or
returned to the entrant. Entry fees and all other sponsorship/advertiser funds
payable to the Company shall be bank wired to the escrow account pursuant to the
instructions from the escrow holder.
Funds held in the escrow account will not be released to the Company unless and
until the tournament for which the funds were received is conducted. In the
event the tournament is not conducted by the Company, then the escrow holder is
irrevocably instructed to immediately refund the funds to the entrant or
sponsor/advertiser who deposited the funds, who is of record by the escrow
holder.
Not less than five (5) business days prior the commencement of the Tournament,
the escrow holder will certify in writing that the funds for the tournament
purse has been designated for the purse payment for that tournament. Such
certification shall be posted on the website of the Company for verification.
Purse payments will be made within 10 days of the conclusion of the event.
On the first day of the event, the escrow holder will release and disburse all
sponsorship/advertiser funds to the Company received by the escrow holder.
1.2 Upon the conclusion of a Tournament, the Company shall promptly send to the
Escrow Agent a notice containing the amount of each disbursement and the
recipient's name and address. The Company shall certify to the Escrow Agent that
the disbursements are in accordance with the results of the Tournament. The
Escrow Agent shall then disburse the Escrow Funds in accordance with such
instructions as provided herein. The parties intend that:
(a) the Company shall prepare the envelopes and the checks for disbursement to
the recipients from the Escrow Fund
(b) the Company shall forward such checks to the Escrow Agent for review and
countersignature and
(c) the Escrow Agent shall thereafter forward the checks to the recipients.
Upon the conclusion of the tournament and the disbursement of prize monies to
the recipients as defined hereunder, the escrow holder shall disburse any
remaining balance to the Company immediately by bank transfer.
The escrow holder is instructed to remit to the Company all interest earned on
funds deposited into the escrow account on a monthly basis as requested by the
Company. The interest on deposited funds are the sole exclusive property of the
Company.
1.3 This Agreement may be altered or amended only with the consent of all of the
parties hereto. The Escrow Agent may resign as Escrow Agent by delivering to the
Company thirty days advance written notice. In the case of the Escrow Agent's
resignation, its only duty, until receipt of notice from the Company that a
successor escrow agent shall have been appointed, shall be to hold and preserve
the Escrow Funds. Upon receipt by of written notice of appointment and
acceptance a successor escrow agent, the name of a successor escrow account and
a direction to transfer the Escrow Funds, the Escrow Agent shall promptly
thereafter transfer all of the Escrow Funds to said successor escrow agent and
provide proof of such transfer to the Company. The Escrow Agent is authorized to
disregard any notices, requests, instructions or demands received by it from the
Company or any other party after notice of resignation shall have been given,
other than the written notice of appointment and acceptance a successor escrow
agent, the name of a successor escrow account and a direction to transfer the
Escrow Funds.
1.4 The Escrow Agent shall be reimbursed by the Company for any reasonable
expenses incurred in connection with this Agreement.
1.5 The Escrow Agent in its capacity as such has no liability hereunder to the
Company or any other party other than to hold the Escrow Funds and to disburse
the Escrow Funds in accordance with the Company's instructions. Nothing
contained herein shall require the Escrow Agent to independently verify the
results of a Tournament or to take instructions from any party other than the
Company. The Escrow Agent's sole responsibility hereunder shall be to disburse
the Escrow Funds in accordance with the Company's instructions as set forth
above in paragraphs 1.1 and 1.2. The Company hereby agrees to indemnify and hold
harmless the Escrow Agent in its capacity as such from and with respect to any
costs and expenses (including attorneys fees), suits, claims, actions or
liabilities arising in any manner or form out of the transactions set forth
above in paragraphs 1.1 and 1.2, including the obligation to defend any legal
action brought that in any manner or form arises out of or is related to this
Agreement.
1.6 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
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Escrow Agent to be genuine and to have been signed or presented by the proper
party or parties. The Escrow Agent shall not be personally liable for any act
the Escrow Agent may do or omit to do hereunder as Escrow Agent while acting in
good faith, except for fraud or willful misconduct. Any act done or omitted by
the Escrow Agent pursuant to the advice of the Escrow Agent's attorney shall be
evidence of such good faith.
1.7 The Escrow Agent is hereby expressly authorized to disregard any and all
warnings given by any party 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 the Company 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.
1.8 The Escrow Agent shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder.
1.9 If the Escrow Agent reasonably requires other or further instruments in
connection with this Agreement or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.
1.10 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 Funds 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 said Escrow Funds 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 Funds and
any other property and documents held by the Escrow Agent hereunder to a state
or federal court having competent subject matter jurisdiction and located in the
State of Florida and the County of Orange in accordance with the applicable
procedure therefore.
ARTICLE II
MISCELLANEOUS
2.1 No waiver or any breach of any covenant or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof, or of any
other covenant or provision herein contained. No extension of time for
performance of any obligation or act shall be deemed any extension of the time
for performance of any other obligation or act.
2.2 This Agreement shall be binding upon and shall inure to the benefit of the
permitted successors and assigns of the parties hereto.
2.3 This Agreement is the final expression of, and contains the entire Agreement
between the parties with respect to the subject matter hereof and supersedes all
prior understandings with respect thereto. This Agreement may not be modified,
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changed, supplemented or terminated, nor may any obligations hereunder be
waived, except by written instrument signed by the parties to be charged or by
its agent duly authorized in writing or as otherwise expressly permitted herein.
2.4 Whenever required by the context of this Agreement, the singular shall
include the plural and masculine shall include the feminine. This Agreement
shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same.
2.5 This Agreement is entered into between the Company and the Escrow Agent for
the exclusive benefit of the Company and the depositors as referenced herein.
This Agreement is expressly not intended for the benefit of any creditor of the
Company or any other person. No such creditor or third party shall have any
rights under this Agreement.
2.6 All notices and other communications provided for in this Agreement shall be
in writing, duly signed by the party giving such notice, or its counsel, and
shall be delivered in person, sent by overnight courier service, faxed during
regular business hours on a business day at the place of destination, or mailed
by certified mail, return receipt requested, as follows:
(a) If given to the Company, at the address set forth above.
(b) If given to the Escrow Agent, at the address set forth above.
All such notices shall be deemed to have been given (i) upon delivery, if in
person; (ii) on the business day after deposit with an overnight courier
service, or (iii) on the fifth business day after having been sent by certified
mail, postage prepaid, return receipt requested; or (iv) upon transmission, if
sent by facsimile (provided that a confirmation copy is sent in the manner
provided in clauses (ii) or (iii) on the date of such transmission and, if
notice is received by facsimile after 5:00 p.m. on a business day at the place
of receipt, it shall be effective as of the following business day).
2.7 This Agreement and the rights of the parties hereunder shall be interpreted
in accordance with the laws of the State of Florida and all rights and remedies
shall be governed by such laws without regard to principles of conflict of laws.
Any suit, action or other proceeding arising out of, or relating to, this
Agreement or any of the transactions contemplated hereby shall be brought in a
court of competent jurisdiction in Orlando, Florida, located in Orange County.
Each of the parties hereby irrevocably submits itself to the exclusive
jurisdiction of any Florida State or Federal court sitting in the County of
Orange, for the purposes of any suit, action or other proceeding arising out of,
or relating to, this Agreement or any of the transactions contemplated hereby
and each of the parties hereby irrevocably agrees that all claims in respect of
such suit, action or proceeding may be heard and determined in such Florida
State or Federal court. Each of the parties hereby waives, and agrees not to
assert, to the maximum extent permitted by law, as a defense in any action, suit
or proceeding for the interpretation or enforcement hereof or of any such
document or in respect of any such transaction, that such action, suit or
proceeding may not be brought or is not maintainable in such courts or that the
venue thereof may not be appropriate or that this Agreement or any such document
may not be enforced in or by such courts.
2.8 This Agreement may be signed and delivered in counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same document. The execution of this Agreement may be evidenced by a
facsimile or an electronically transmitted signature.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
30th day of June, 2011.
ARMADA SPORTS &ENTERTAINMENT, INC. DBA THE GOLF CHAMPIONSHIPS
By: /s/ R. Thomas Kidd
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Name: R. Thomas Kidd
Title: Chief Executive Officer
LANIGAN & LANIGAN, PL
ATTORNEYS AT LAW
BY: /s/ Eva A. Lanigan
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