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Title: |
Escrow Agreement |
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Date: |
2005 |
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Preview shows 7KB of 32KB total |
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$40 |
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ID: |
#1276272 |
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<SEQUENCE>7
<FILENAME>v030326_ex10-6.txt
<TEXT>
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of November 18,
2005 (the "Closing Date"), by and among Stephen Elderkin and Royce D. Bybee ,
Richardson & Patel, LLP, with an address at 10900 Wilshire Blvd., Suite 500, Los
Angeles, CA 90024 (the "Escrow Agent"), and Detto Technologies, Inc. ("DETTO").
Stephen Elderkin, Royce D. Bybee, the Escrow Agent, and DETTO collectively
referred to herein as the "Parties."
RECITALS
WHEREAS, Stephen Elderkin, Royce D. Bybee and DETTO are parties to that
certain Purchase Agreement of even date herewith (the "Purchase Agreement");
WHEREAS, pursuant to Section 2.3 of the Purchase Agreement, Stephen
Elderkin has agreed to the deposit in escrow 1,400,000 shares of DETTO
restricted common stock ("Elderkin Escrowed Shares") that he received as part of
the consideration for DETTO's purchase from Stephen Elderkin of his shares of
the common stock of WhiteCanyon, Inc. (the "WhiteCanyon Stock");
WHEREAS, pursuant to Section 2.3 of the Purchase Agreement, Royce D. Bybee
has agreed to the deposit in escrow 600,000 shares of DETTO's restricted common
stock ("Bybee Escrowed Shares") that he received as part of the consideration
for DETTO's purchase from Royce D. Bybee of his shares of the common stock of
Channel Access, Inc. ("Channel Access Stock");
WHEREAS, pursuant to Section 2.3 of the Purchase Agreement, DETTO has
agreed to deposit in escrow the WhiteCanyon Stock and Channel Access Stock
("DETTO Escrowed Shares") that it is purchasing from Stephen Elderkin and Royce
D. Bybee until the Convertible Notes issued to Stephen Elderkin and Royce D.
Bybee pursuant to Section 2.2(b) of the Purchase Agreement are either paid in
full by DETTO or converted in full into shares of DETTO's restricted common
stock;
WHEREAS, pursuant to Section 8.8 of the Purchase Agreement, Stephen
Elderkin and Royce D. Bybee have agreed to indemnify DETTO and each of their
officers, agents and directors and pursuant to Section 2.2(e) of the Purchase
Agreement, Stephen Elderkin and Royce D. Bybee have agreed that the shares of
DETTO's restricted common stock that they are to receive as part of the
consideration for DETTO's purchase of the WhiteCanyon Stock and the Channel
Access Stock shall be deposited in escrow together with any other shares of
capital stock or equity securities of DETTO which may be issued to the Stephen
Elderkin and Royce D. Bybee by reason of any stock dividend, stock split,
reverse stock split, combination, recapitalization, reclassification or
otherwise as security for such indemnification;
WHEREAS, the Parties have requested that the Escrow Agent hold the
Escrowed Shares.
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise defined in this
Escrow Agreement shall have the meanings assigned to them in the Purchase
Agreement.
2. Escrow.
2.1 Shares And Stock Powers To Be Placed In Escrow.
1
<PAGE>
(a) DETTO shall deposit the DETTO Escrowed Shares along with
executed Stock Powers giving the Escrow Agent power to sell, assign and transfer
such DETTO Escrowed Shares with appropriate signature guarantees (as required by
DETTO's transfer agent). The DETTO Escrowed Shares shall be held by the Escrow
Agent in this escrow in accordance with the provisions of this Escrow Agreement
and shall not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of any party hereto.
(b) Stephen Elderkin shall deposit the Elderkin Escrowed Shares and
Royce D. Bybee shall deposit the Bybee Escrowed Shares along with respective
executed Stock Powers giving the Escrow Agent power to sell, assign and transfer
such DETTO Escrowed Shares with appropriate signature guarantees (as required by
DETTO's transfer agent). Such shares of stock shall be held by the Escrow Agent
in this escrow in accordance with the provisions of this Escrow Agreement and
shall not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of any party hereto.
2.2 Release of Shares from Escrow Upon Rescission of Purchase Agreement.
If the Purchase Agreement is rescinded pursuant to Section 2.3(c) of the
Purchase Agreement, the DETTO Escrowed Shares shall be released from escrow and
delivered by the Escrow Agent to Stephen Elderkin (respect to the WhiteCanyon
Stock) and to Royce D. Bybee (with respect to the Channel Access Stock) and both
the Elderkin Escrowed Shares and the Bybee Escrowed Shares shall be released
from escrow and delivered by the Escrow Agent to DETTO.
2.3 Release of DETTO Escrowed Shares. When the Convertible Notes issued to
Stephen Elderkin and Royce D. Bybee pursuant to Section 2.2(b) of the Purchase
Agreement are either paid in full by DETTO or converted in full into shares of
DETTO's restricted common stock, the DETTO Escrowed Shares shall be released
from escrow and delivered by the Escrow Agent to DETTO.
2.4 Indemnification. If the Escrowed Shares are not released pursuant to
Section 2.2 above, the Elderkin Escrowed Shares and the Bybee Escrowed Shares
shall be held in escrow during the twelve (12) month period starting from the
Closing Date. The Elderkin Escrowed Shares shall secure Stephen Elderkin's
indemnification obligations to DETTO as set forth in Section 8.8 of the Purchase
Agreement and the Bybee Escrowed Shares shall secure Royce D. Bybee's
indemnification obligations to DETTO as set forth in Section 8.8 of the Purchase
Agreement. The Elderkin Escrowed Shares and the Bybee Escrowed Shares are
subject to release to DETTO or other Indemnified Party (as defined in the
Purchase Agreement) upon the terms set forth in Section 3 herein.
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