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Exhibit 4.5
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (hereinafter referred to as the "AGREEMENT") is
made, this 22nd day of August, 2000, by and between WORLDWIDE WEB NETWORX
CORPORATION, a Delaware corporation with offices located at 521 Fellowship Road,
Suite 130, Mt. Laurel, NJ 08054 (hereinafter referred to as "WWWX"); and BLAIR
VENTURES-FUND I, INC., a Delaware corporation with offices located at 44 Wall
Street, New York 10005 (hereinafter referred to as "BLAIR").
WHEREAS, WWWX is the record and beneficial owner of 1,575,000 shares of
the common stock of Entrade Inc. and 80 shares of the common capital stock of
Real Quest, Inc. (collectively, the "Shares"); and
WHEREAS, Blair has agreed to make a loan to WWWX in the principal
amount of $3,600,000.00 (the "Loan"), evidenced by a Promissory Note dated of
even date herewith (the "Note"); and
WHEREAS, in connection with the making of the Loan and as security for
the repayment of the Loan, in accordance with the terms and provisions of the
Note, Blair has required, INTER ALIA, that WWWX pledge the Shares to Blair and
grant to Blair a security interest therein; and
WHEREAS, in connection with the making of the Loan, WWWX has agreed to
deliver to Blair, or to cause to be delivered to Blair, certificates evidencing
the Shares (the "Certificates"), to be held in escrow by Blair until such time
as (i) Blair approves the release of all or any part of the Shares to WWWX, or
(ii) the Shares may be pledged to Blair as collateral for the Loan, at which
time WWWX will pledge the Shares to Blair as collateral for the Loan and take
all other steps necessary to perfect Blair's security interest therein; and
WHEREAS, Blair has agreed to hold the Certificates in escrow until such
time as (i) Blair approves the release of all or any part of the Shares to WWWX,
or (ii) the Shares may be pledged to Blair as collateral for the Loan, at which
time the Shares will be pledged to Blair as collateral for the Loan and Blair's
security interest therein will be perfected.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce Blair to make the Loan, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. DELIVERY OF CERTIFICATES TO BLAIR
Upon the execution of this Agreement, WWWX shall deliver or cause the
Certificates to be delivered to Blair, to be held by Blair in escrow in
accordance with the terms and provisions set
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forth herein.
2. DUTIES OF THE PARTIES
Blair shall hold the Certificates in escrow until such time as (i)
Blair approves the release of all or any part of the Shares to WWWX, at
which time Blair shall deliver or cause to be delivered to WWWX a
certificate or certificates evidencing the Shares that Blair has agreed
to release, or (ii) the Shares may be pledged to Blair as collateral
for the Loan, at which time WWWX will pledge the Shares to Blair as
collateral for the Loan and grant Blair a first priority security
interest therein, pursuant to a Stock Pledge Agreement substantially in
the form attached hereto as Exhibit "A", and take all other steps
necessary to perfect Blair's security interest in the Shares, including
but not limited to the filing of Financing Statements.
3. AMENDMENT; WAIVERS
This Escrow Agreement may be amended or terminated only by a writing
signed by both parties. No waiver of any provision of this Escrow
Agreement shall be effective unless it is in writing, signed by the
party against whom such waiver is sought to be enforced, and making
specific reference to this Escrow Agreement. This Escrow Agreement
shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
4. NOTICES
All notices, instructions or other communication provided for herein
shall be in writing and shall be delivered in person or by facsimile or
by certified mail, return receipt requested, or by overnight courier
service, as follows: to WWWX at 521 Fellowship Road, Suite 130, Mt.
Laurel, NJ 08054, Attention: President, and to Blair at 44 Wall Street
- Second Floor, New York, NY 10005, Attention: President. Any notice,
instruction or other communication shall be deemed to have been given,
if by hand, when delivered, if by mail or overnight courier service,
when received.
5. GOVERNING LAW
This Escrow Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made
and to be enforced entirely within such state.
6. SECTION HEADINGS
The section headings of this Escrow Agreement are for convenience of
reference only and shall not be deemed to alter or affect any of the
provisions hereof.
7. SEVERABILITY
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Whenever possible, each provision of this Escrow Agreement shall be
interpreted in such manner as to be effective and held enforceable
under applicable law, but if any provision of this Escrow Agreement
shall be prohibited by or invalid under such law, such provisions shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Escrow Agreement unless the purpose of the escrow
established hereby would be defeated.
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8. JURISDICTION; WAIVER OF JURY TRIAL
The parties agree to the application of the internal laws of the State
of New York, without giving effect to conflict of law principles, with
respect to any dispute or controversy hereunder. The parties each
hereby waive any right to jury trial that they may have in any action
or proceeding arising under or brought to enforce any of the terms of
this Agreement.
9. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall be
deemed to be one and the same instrument.
10. INTERPRETATION
This Agreement shall be interpreted as having been fully negotiated and
drafted jointly by all of the parties and shall not be more strictly
construed against any party.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement by and between the
parties hereto with respect to the subject matter hereof and supersedes
all prior oral and/or written understandings and agreements relating
thereto. No party nor any of its agents has made any representations
which the parties intend to have any force or effect, except as
specifically set forth herein, and no party, in executing or performing
this Agreement, is relying upon any statement, covenant, representation
of information, of any nature, whatsoever, to whomsoever made or given,
directly or indirectly, verbally or in writing, by any person or
entity, except as specifically set forth herein.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have each caused this Agreement to be duly executed as of the
date first above written.
WORLDWIDE WEB NETWORX CORPORATION
By: /s/ Gerard T. Drumm
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Name: Gerard T. Drumm
Title: President
BLAIR VENTURES-FUND I, INC.
By: /s/ J. Morton Davis
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Name: J. Morton Davis
Title:
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