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Stock Escrow Agreement

This is an actual contract by World Racing Group.

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Sectors: Services
Governing Law: Texas, View Texas State Laws
Effective Date: October 24, 2005
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Exhibit 10.4 STOCK ESCROW AGREEMENT This Stock Escrow Agreement (this " Agreement" ) is made and entered into as of October 24, 2005, by and among North Sound Legacy International Ltd. (" NS International" ), North Sound Legacy Institutional Fund LLC (" NS Institutional" ), Paul A. Kruger (" Pledgor" ) and Richard F. Dahlson. In addition, upon execution and delivery of Additional Notes (as defined below), the payees of such Additional Notes shall execute a signature page to this Agreement and shall become parties to this Agreement. NS International, NS Institutional and the payees of such Additional Notes who execute a signature page to this Agreement are sometimes collectively referred to herein as " Payees" . WHEREAS, Dirt Motor Sports, Inc., a Delaware corporation (the " Company" ), is the maker of that certain Senior Secured Convertible Promissory Note, dated October 24, 2005, in the original principal amount of $3,710,880, and with NS International as " payee" (the " NS International Note" ); and WHEREAS, the Company is the maker of that certain Senior Secured Convertible Promissory Note, dated October 24, 2005, in the original principal amount of $1,443,120, and with NS Institutional as " payee" (the " NS Institutional Note" ); and WHEREAS, the Company anticipates executing and delivering additional Senior Secured Convertible Promissory Notes of like tenor in the aggregate amount of approximately $___in October 2005, and additional Senior Secured Convertible Promissory Notes of like tenor in the aggregate amount of approximately $3,000,000 in November or December 2005 (collectively, the " Additional Notes" , and together with the NS International Note, NS Institutional Note, the " Notes" ); WHEREAS, pursuant to Section 4(b)(C) of each of the Notes, Pledgor is required to pledge an aggregate of 1,000,000 shares (the " Escrowed Shares" ) of the common stock, par value $0.0001 per share, of the Company (the " Company Common Stock" ), owned by Pledgor to Payees; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Appointment of Escrow Agent . Payees and Pledgor hereby appoint Richard F. Dahlson, the Secretary of the Company, as escrow agent hereunder (" Escrow Agent" ); it being acknowledged and agreed that in serving as escrow agent hereunder, Mr. Dahlson is not serving in his capacity as an attorney, nor is his firm, Jackson Walker L.L.P., outside legal counsel to the Company, involved any way in this Agreement or the escrow arrangement hereunder. 2. Deposit into Escrow . Concurrently with his execution of this Agreement, Pledgor shall deliver to Escrow Agent the Escrowed Shares. The Escrowed Shares shall be distributed by Escrow Agent only in accordance with Section 4 below.

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3. Duties of Escrow Agent . (a) The duties of Escrow Agent hereunder shall be limited to the safekeeping of the Escrowed Shares and to the transfer and distribution of the same in accordance with the provisions of this Agreement, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall be protected in acting in accordance with the provisions of this Agreement upon any written notice, request, waiver, consent, receipt, certificate or other document furnished to it, as to its validity, the effectiveness of its provisions, the identity or authority of the person executing or depositing the same, the truth and acceptability of any information therein contained, which Escrow Agent in good faith believes to be genuine. Escrow Agent will not be liable for any error of judgment, or any act or step taken or omitted by it in good faith, or for any mistake of fact or law or for anything it might do or refrain from doing in connection herewith, except to the extent such act
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