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Title: |
Escrow Agreement |
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Date: |
2001 |
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Preview shows 5KB of 25KB total |
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$34 |
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ID: |
#303545 |
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AMENDMENT NO. 1
TO
ESCROW AGREEMENT
This Amendment No. 1 ("Amendment No. 1") to the Escrow Agreement dated
as of November 29, 2001 (the "Agreement") is made and entered into as of
November 29, 2001, by and among Endorex Corporation, a Delaware corporation
("Parent"), Peter O. Kliem, as the representative of the stockholders of
Corporate Technology Development, Inc. who are parties to the Agreement (the
"Stockholder Representative"), Paramount Capital Drug Development Holdings LLC
as a stockholder of Corporate Technology Development, Inc. (the "Stockholder"),
and Wells Fargo Bank Minnesota, National Association, a national banking
association, as escrow agent (the "Escrow Agent").
RECITALS
WHEREAS, Parent, certain stockholders of Corporate Technology Development,
Inc., a Delaware corporation, the Stockholder Representative and the Escrow
Agent have entered into the Agreement; and
WHEREAS, Parent, the Stockholder Representative, the Stockholder and the
Escrow Agent desire to amend certain terms of the Agreement pursuant to Section
6.5 thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein and in
the Agreement and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Schedule C to the Agreement is hereby be amended and restated in its
entirety as set forth on Schedule 1 attached hereto.
2. All capitalized terms used but not defined herein have the meaning
ascribed to such terms in the Agreement.
3. All terms of the Agreement other than those amended hereby remain in
full force and effect.
* * * * *
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed and delivered as of the date first written above.
PARENT:
ENDOREX CORPORATION
/s/ Michael S. Rosen
-------------------------------
By: Michael S. Rosen
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Its: President
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STOCKHOLDER REPRESENTATIVE:
/s/ Peter O. Kliem
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PETER O. KLIEM
ESCROW AGENT:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Escrow Agent
/s/ Joseph P. O'Donnell
-------------------------------
By: Joseph P. O'Donnell
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Title: Corporate Trust Officer
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{PAGE}
STOCKHOLDER:
PARAMOUNT CAPITAL DRUG
DEVELOPMENT HOLDINGS LLC
/s/ Lindsay Rosenwald
--------------------------------
By: Lindsay Rosenwald
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Its:
---------------------------
{PAGE}
Schedule 1
Distributions
1. Common Stock to be distributed by the Escrow Agent to the Stockholder
Representative on or promptly after March 31, 2002 pursuant to Section 3 of
Schedule B:
----------
{TABLE}
{CAPTION}
Stockholder Name Number of shares of Common Stock
{S} {C}
TVM Medical Ventures GmbH & Co. KG 101,537
Nomura Bank (Switzerland) Ltd. 90,255
Paul Capital Partners V, L.P. 67,120
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