EXHIBIT 10.18
INDEMNIFYING ESCROW AGREEMENT
This
Escrow Agreement is entered into as of October 12, 2005, by and
among
Oxford Ventures, Inc., a Nevada corporation
(the "Buyer"), Kerry Gray (the
"Indemnification Representative") and
Gottbetter & Partners, LLP (the "Escrow
Agent").
WHEREAS,
the Buyer has entered into an Agreement and Plan of Merger and
Reorganization (the "Agreement") with the
shareholders of Uluru, Inc., a
Delaware corporation (the "Company"), (i)
pursuant to which the Buyer will
acquire all of the issued and outstanding
share capital of the Company and (ii)
as a result of which the Company will
become a wholly-owned subsidiary of the
Buyer;
WHEREAS,
the Agreement provides that an escrow account will be
established
to secure the indemnification obligations
of the Indemnifying Shareholders, as
such term is defined in the Agreement to
the Buyer; and
WHEREAS,
the parties hereto desire to establish the terms and conditions
pursuant to which such escrow account will
be established and maintained;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1.
Consent of
Company Stockholders. The Indemnifying Shareholders have,
either by virtue of their entry into the
Agreement or through the execution of
an instrument to such effect, consented to:
(a) the establishment of this escrow
to secure the Indemnifying Shareholders
indemnification obligations under the
Agreement in the manner set forth herein,
(b) the appointment of the
Indemnification Representative as their
representatives for purposes of this
Indemnifying Escrow Agreement and as
attorneys-in-fact and agents for and on
behalf of each Indemnifying Shareholders,
and the taking by the Indemnification
Representative of any and all actions and
the making of any decisions required
or permitted to be taken or made by them
under this Indemnifying Escrow
Agreement and (c) all of the other terms,
conditions and limitations in this
Indemnifying Escrow Agreement.
2.
Escrow and
Indemnification.
(a) Escrow of
Shares. Simultaneously with the execution of this
Indemnifying Escrow Agreement, the Buyer
shall deposit with the Escrow Agent a
certificate for 550,000 shares of common
stock of the Buyer, as determined
pursuant to Section 1.5 of the Agreement,
issued in the name of the Escrow Agent
or its nominee. The Escrow Agent hereby
acknowledges receipt of such stock
certificate. The shares deposited with the
Escrow Agent pursuant to the first
sentence of this Section 2(a) are referred
to herein as the "Escrow Shares." The
Escrow Shares shall be held as a trust fund
and shall not be subject to any
lien, attachment, trustee process or any
other judicial process of any creditor
of any party hereto. The Escrow Agent
agrees to hold the Escrow Shares in an
escrow account (the "Escrow Account"),
subject to the terms and conditions of
this Indemnifying Escrow Agreement.
(b)
Indemnification. The Indemnifying Shareholders have agreed in
Article VI of the Agreement to indemnify
and hold harmless the Buyer from and
against specified Damages (as defined in
Section 6.1 of the Agreement). The
Escrow Shares shall be security for such
indemnity obligation of the
Indemnifying Shareholders, subject to the
limitations, and in the manner
provided, in this Indemnifying Escrow
Agreement.
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(c) Dividends,
Etc. Any securities distributed in respect of or in
exchange for any of the Escrow Shares,
whether by way of stock dividends, stock
splits or otherwise, shall be issued in the
name of the Escrow Agent or its
nominee, and shall be delivered to the
Escrow Agent, who shall hold such
securities in the Escrow Account. Such
securities shall be considered Escrow
Shares for purposes hereof. Any cash
dividends or property (other than
securities) distributed in respect of the
Escrow Shares shall promptly be
distributed by the Escrow Agent to the
Indemnifying Shareholders in accordance
with Section 3(c).
(d) Voting of
Shares. The Indemnification Representative shall
have the right, in its sole discretion, on
behalf of the Indemnifying
Shareholders, to direct the Escrow Agent in
writing as to the exercise of any
voting rights pertaining to the Escrow
Shares, and the Escrow Agent shall comply
with any such written instructions. In the
absence of such instructions, the
Escrow Agent shall not vote any of the
Escrow Shares. The Indemnification
Representative shall have no obligation to
solicit consents or proxies from the
Indemnifying Shareholders for purposes of
any such vote.
(e)
Transferability. The respective interests of the Indemnifying
Shareholders in the Escrow Shares shall not
be assignable or transferable, other
than by operation of law. Notice of any
such assignment or transfer by operation
of law shall be given to the Escrow Agent
and the Buyer, and no such assignment
or transfer shall be valid until such
notice is given.
3.
Distribution of Escrow Shares.
(a) The Escrow
Agent shall distribute the Escrow Shares only in
accordance with (i) a written instrument
delivered to the Escrow Agent that is
executed by both the Buyer and the
Indemnification Representative and that
instructs the Escrow Agent as to the
distribution of some or all of the Escrow
Shares, (ii) an order of a court of
competent jurisdiction, a copy of which is
delivered to the Escrow Agent by either the
Buyer or the Indemnification
Representative, that instructs the Escrow
Agent as to the distribution of some
or all of the Escrow Shares, or (iii) the
provisions of Section 3(b) hereof.
(b) Within five
business days after October [--], 2007 (the
"Termination Date"), the Escrow Agent shall
distribute to the Indemnifying
Shareholders all of the Escrow Shares then
held in escrow, registered in the
name of the Indemnifying Shareholders.
Notwithstanding the foregoing, if the
Buyer has previously delivered to the
Escrow Agent a copy of a Claim Notice and
the Escrow Agent has not received written
notice of the resolution of the claim
covered thereby, or if the Buyer has
previously delivered to the Escrow Agent a
copy of an Expected Claim Notice and the
Escrow Agent has not received written
notice of the resolution of the anticipated
claim covered thereby, the Escrow
Agent shall retain in escrow after the
Termination Date such number of Escrow
Shares as have a Value (as defined in
Section 4 below) equal to the Claimed
Amount covered by such Claim Notice or
equal to the estimated amount of Damages
set forth in such Expected Claim Notice, as
the case may be. Any Escrow Shares
so retained in escrow shall be distributed
only in accordance with the terms of
clauses (i) or (ii) of Section 3(a) hereof.
For purposes of this Indemnifying
Escrow Agreement, a Claim Notice means a
written notification under the
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Agreement given by the Buyer to the
Indemnifying Shareholders which contains (i)
a description and the amount (the "Claimed
Amount") of any Damages incurred or
reasonably expected to be incurred by the
Buyer, (ii) a statement that the Buyer
is entitled to indemnification under
Article VI of the Agreement for such
Damages and a reasonable explanation of the
basis therefor, and (iii) a demand
for payment (in the manner provided in
Article VI of the Agreement below) in the
amount of such Damages. For purposes of
this Indemnifying Escrow Agreement, an
Expected Claims Notice means a notice
delivered pursuant to the Agreement by the
Buyer to an Indemnifying Shareholders,
before expiration of a representation or
warranty, to the effect that, as a result a
legal proceeding instituted by or
written claim made by a third party, the
Buyer reasonably expects to incur
Damages as a result of a breach of such
representation or warranty .
(c) Any
distribution of all or a portion of the Escrow Shares (or
cash or other property pursuant to Section
2(c)) to the Indemnifying
Shareholders shall be made by delivery of
stock certificates issued in the name
of the Indemnifying Shareholders covering
such percentage of the Escrow Shares
being distributed as is calculated in
accordance with the percentages set forth
opposite such holders' respective names on
Attachment A attached hereto;
provided, however, that the Escrow Agent
shall withhold the distribution of the
portion of the Escrow Shares otherwise
distributable to an Indemnifying
Shareholders who has not, according to a
written notice provided by the Buyer to
the Escrow Agent, prior to such
distribution, surrendered pursuant to the terms
of the Agreement his, her or its stock
certificates formerly representing shares
of stock of the Company. Any such withheld
shares shall be delivered to the
Buyer promptly after the Termination Date,
and shall be delivered by the Buyer
to the Indemnifying Shareholders to whom
such shares would have otherwise been
distributed upon surrender of their Company
stock certificates. Distributions to
the Indemnifying Shareholders shall be made
by mailing stock certificates to
such holders at their respec
