Exhibit 10.24
BRIDGE LOAN ESCROW
AGREEMENT
This Escrow Agreement is made as of
this 29th day of July, 2005, by and among DEVELOPMENT CAPITAL
VENTURES, LP (the “Lender”), DPAC TECHNOLOGIES CORP.
(the “Borrower”), and BUCHANAN INGERSOLL PC (the
“Escrow Agent”).
STATEMENT OF FACTS
A.
The Borrower and the Lender have
been negotiating the terms of that certain Loan Agreement pursuant
to which the Lender has agreed to lend to the Borrower the sum of
$500,000 (the “Loan Transaction”).
B.
The Loan Transaction is expected to
close on or about August 5, 2005, and in any event prior to
August 21, 2005 (the “Drop Dead Date”).
C.
The Borrower and the Lender have
agreed that the Lender is to place the sum of $500,000 in escrow
pursuant to the terms of this Agreement, which amount is to be
distributed to the Borrower at the closing of the Loan Transaction,
if such closing takes place prior to the Drop Dead Date, or such
funds will be returned to the Lender promptly after the Drop Dead
Date if the Closing has not occurred prior to such date.
D.
The Escrow Agent has agreed to act
as the escrow agent for such purposes upon the terms set forth
herein.
NOW, THEREFORE, in consideration of
the Statement of Facts and the mutual covenants and agreements
contained herein, the parties, intending to be legally bound,
covenant and agree as follows:
1.
Establishment
of Escrow Fund .
Simultaneously with the execution
and delivery of this Agreement, the Lender will deposit the sum of
Five Hundred Thousand Dollars ($500,000) (the “Escrow
Amount”) with the Escrow Agent. The Escrow Amount,
together with interest accrued thereon, is herein referred to as
the “Escrow Fund”.
2.
Appointment of
Escrow Agent .
2.1
The Lender and
the Borrower appoint the Escrow Agent to serve as escrow agent
under the terms of this Agreement, and the Escrow Agent accepts
such appointment.
2.2
The Escrow Agent
agrees to place the Escrow Amount in an interest bearing account in
the name of the Escrow Agent at Citizens Bank, located in
Pittsburgh, Pennsylvania. The Escrow Funds shall be invested
in one or more “Permitted Investments” as that term
is
