Escrow Agreement among Pawnbroker.com, Inc., Lenders, and Epstein Becker & Green, P.C. dated June 7, 2000

Summary

This agreement is between Pawnbroker.com, Inc., certain lenders, and Epstein Becker & Green, P.C. as the escrow agent. It sets up an escrow account to hold documents and funds related to a $500,000 loan, convertible debentures, and warrants. The escrow agent manages the release of these items once all conditions are met, including receipt of funds and documents. The agreement outlines the agent’s duties, liability protections, and procedures for resolving disputes or replacing the agent. It is governed by New York law.

EX-10.21 15 0015.txt ESCROW AGREEMENT EXHIBIT 10.21 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of June 7, 2000, by and among Pawnbroker.com, Inc. (the "Company"), the lenders signatory hereto (each a "Lender" and together the "Lenders"), and Epstein Becker & Green, P.C., (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement referred to in the first recital. W I T N E S S E T H: WHEREAS, the Lenders will be lending the Company $500,000 for the Convertible Debentures and the Lenders will receive Warrants to purchase shares of Common Stock, at the purchase price set forth in the Loan Agreement (the "Loan Agreement") dated the date hereof between the Lenders and the Company, which will be issued as per the terms contained herein and in the Loan Agreement; and WHEREAS, the Company and the Lenders have requested that the Escrow Agent notify the Lenders upon its receipt of the Convertible Debentures, the Warrants and certain other closing documents specified herein; 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 1 TERMS OF THE ESCROW 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the closing documents described herein pending the Lender's delivery of the funds for the purchase of $500,000 principal amount of Convertible Debentures and the Warrants at the Closing as contemplated by the Loan Agreement. 1.2. At the Closing, upon Escrow Agent's receipt of executed counterparts of this Agreement, the Loan Agreement, the Registration Rights Agreement, the Convertible Debenture, the Warrants and the Instructions to the Transfer Agent, it shall telephonically advise the Lender of such fact. Upon receipt of notice (which may be by fax or email) that the Company has received the Purchase Price of $435,000 ($500,000 net of a ten percent ($50,000) Origination Fee to the Lender and $15,000 for the Lender's legal fees and expenses), the Closing shall occur. The Escrow Agent shall insert the Closing Date and the maturity date on the face of the certificates representing the Convertible Debentures, and the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants and the Registration Rights Agreement delivered 1 as per instructions from the Lenders and the Escrow Agent shall deliver the instructions to the transfer agent to the transfer agent. ARTICLE 2 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. All notices or other communications required or permitted hereunder shall be in writing, and shall be sent as set forth in the Loan Agreement. 2.2. This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto. 2.3. This Escrow 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 Escrow Agreement may not be modified, 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 Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow 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. Unless otherwise indicated, all references to Articles are to this Escrow Agreement. 2.5. The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the State of New York. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in a state or Federal court sitting in New York City. 2.6. The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, each Lender and the Escrow Agent. 2.7. 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 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 2 the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith. 2.8. 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. 2.9. The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver the Loan Agreement or any documents or papers deposited or called for thereunder. 2.10. 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 therefor. The Escrow Agent has acted as legal counsel for the Lenders, and may continue to act as legal counsel for the Lenders, from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company consents to the Escrow Agent in such capacity as legal counsel for the Lenders and waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company understands that the Lenders and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. 2.11. The Escrow Agent's responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Lenders. In the event of any such resignation, the Lenders and the Company shall appoint a successor Escrow Agent. 2.12. If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 2.13. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or 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 documents or the escrow funds until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or 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 City of New York in accordance with the applicable procedure therefor. 3 2.14. The Company and each Lender agree jointly and severally to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the Escrow Agent hereunder or the transactions contemplated hereby or by the Loan Agreement other than any such claim, liability, cost or expense to the extent the same shall 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. 4 IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth above. PAWNBROKER.COM, INC. By: /s/ Neil McElwee ------------------------------------- Name: Neil McElwee Title: Chief Executive Officer LENDER: Lamothe Investing Corp. By: /s/ Gregory C. Mussa ------------------------------------- Gregory C. Mussa, Authorized Signatory ESCROW AGENT: EPSTEIN BECKER & GREEN, P.C. By: /s/ Robert F. Charron ------------------------------------ Robert F. Charron Authorized Signatory 5