Escrow Agreement - Epstein Becker

ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of July 14, 2000, by and among Cambex Corporation, a corporation incorporated under the laws of Massachusetts, (the "Company"), Thumberland Limited ("Purchaser"), and Epstein Becker & Green, P.C., having an address at 250 Park Avenue, New York, NY 10177 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement referred to in the first recital. WHEREAS, the Purchaser will from time to time as requested by the Company, purchase shares of the Company's Common Stock from the Company as set forth in that certain Common Stock Purchase Agreement (the "Purchase Agreement") dated the date hereof between the Purchaser and the Company, which will be issued as per the terms and conditions contained herein and in the Purchase Agreement; and WHEREAS, the Company and the Purchaser have requested that the Escrow Agent hold in escrow and then distribute the initial documents and certain funds which are conditions precedent to the effectiveness of the Purchase Agreement, and have further requested that upon each exercise of a Draw Down, the Escrow Agent hold the relevant documents and the applicable purchase price pending receipt by Purchaser of certificates representing the securities issuable upon such Draw Down; 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 hereby agree as follows: ARTICLE 1


TERMS OF THE ESCROW FOR THE INITIAL CLOSING 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds and documents, which are referenced in Section 5.2 of the Purchase Agreement. 1.2. At the Closing, the Company shall deliver to the Escrow Agent: (i) the original executed Registration Rights Agreement in the form of Exhibit A to the Purchase Agreement; (ii) the original executed opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC, in the form of Exhibit C to the Purchase Agreement; (iii) the sum of $7,500 for the non-accountable expenses of Ladenburg Thalmann & Co. Inc.; (iv) the sum of $10,000 for the fees and expenses of the Purchaser's counsel; (v) the original executed Company counterpart of this Escrow Agreement; (vi) the original executed Company counterpart of the Purchase Agreement; (vii) the original executed Warrant in the form of Exhibit E to the Purchase Agreement; and (viii) a warrant certificate to purchase shares of the Company's Common Stock issued to Ladenburg Thalmann & Co. Inc. (the "LT Warrant"). The number of warrant shares shall be determined by dividing $500,000 by the average of the VWAP on the five (5) Trading Days immediately prior to the Closing Date. The LT Warrants shall have an exercise price of 115% of the average of the VWAP on the five (5) Trading Days immediately preceding the Closing and a term of three (3) years. 1.3. Upon receipt of the foregoing, and receipt of executed counterparts from Purchaser of the Purchase Agreement, the Registration Rights Agreement and this Escrow Agreement, the Escrow Agent shall calculate the exercise price and enter the exercise price, the issuance date and termination date on the face of the LT Warrant, as appropriate, and immediately transfer the sum of Ten Thousand Dollars ($10,000) to Epstein Becker & Green, P.C. ("EB&G"), 250 Park Avenue, New York, New York 10177 for the Purchaser's legal, administrative and escrow costs, the sum of Seven Thousand Five Hundred Dollars ($7,500), as a non-accountable expense allowance to Ladenburg Thalmann & Co. Inc., and deliver the LT Warrant to Ladenburg Thalmann & Co. Inc. and the Escrow Agent shall then arrange to have the Purchase Agreement, this Escrow Agreement, the Registration Rights Agreement, the Warrant and the opinion of counsel delivered to the appropriate parties. ARTICLE 2


TERMS OF THE ESCROW FOR EACH DRAW DOWN 2.1. Each time the Company shall send a Draw Down Notice to the Purchaser as provided in the Purchase Agreement, it shall send a copy, by facsimile, to the Escrow Agent. 2.2. Each time the Purchaser shall purchase Shares pursuant to a Draw Down, the Purch ...