ex105.htm


    Exhibit
10.5

     

     

    SUBSCRIPTION
AND ESCROW AGREEMENT

    


    THIS ESCROW AGREEMENT (this “Agreement”) is made
as of November 25, 2008, by, between, and among Global Roaming Distribution,
Inc., a Florida corporation (the "Company"), the subscribers identified on the
signature page hereto (each a “Subscriber” and collectively, the
“Subscribers”) (the Company and Subscribers each an “Escrowing Party” and
together, the “Escrowing Parties”), and Sichenzia Ross Friedman Ference
LLP, a limited liability partnership organized and existing under the laws of
the State of New York (the "Escrow
Agent").  The Company, the Subscribers, and the Escrow Agent
may be referred to herein individually as a "party" and together as the
"parties."

    


    W I T N E
S S E T H  T H A T:

    


    WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Subscribers, as provided herein,
and the Subscribers, in the aggregate, shall purchase up to $60,000 of principal
amount of promissory notes of the Company (“Note” or “Notes”) for an aggregate
purchase price of up to $60,000 (the “Aggregate Purchase Price”);

    


    WHEREAS,
the Company desires to use the sale proceeds of the Notes to pay certain
accounting and legal expenses incurred by the Company, as disclosed in Schedule A attached
hereto;

    


    WHEREAS, the Subscribers have agreed to
deposit an aggregate of $60,000 with the Escrow Agent, to be held and disbursed
by the Escrow Agent pursuant to this Agreement;

    


    NOW, THEREFORE, in consideration of the
premises and the mutual covenants and agreements herein contained, and in
consideration of the parties thereto entering into the Notes, the parties hereto
covenant and agree as follows:

    


    1.           Purchase and Sale of the
Notes

    


    (a) Subject
to the satisfaction or waiver of the terms and conditions of this Agreement, on
the Closing Date (as defined in Section 1(b) herewith), each Subscriber shall
purchase and the Company shall sell to each Subscriber the Notes.

     

    (b) The
closing (the “Closing”) of the sale of the Notes shall take place
contemporaneously with the execution of this Agreement or on such other date as
may be agreed upon by the Subscribers and the Company.  The date of
the Closing is referred to as the “Closing Date.”  Prior to the
Closing, Subscribers shall deliver by wire transfer, pursuant to the
instructions provided in Schedule B attached
hereto, the Aggregate Purchase Price to the Escrow Agent to be held in escrow
(the “Escrowed Funds”).  

     

    2.           Release of Escrowed
Funds.  Upon receipt by the Escrow Agent of the Escrowed Funds,
the Escrow Agent shall have full authority to release the Escrowed Funds in such
amounts and manner as necessary to satisfy payment of those expenses listed in
Schedule A as
they become due.  After all expenses listed in Schedule A have been
paid in full, the Escrow Agent shall return the balance of the Escrowed Funds,
if any, to each Subscriber on a pro rata basis, after which the Escrow Agent
shall be deemed released and discharged from further obligations
hereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.           Exculpation and
Indemnification of Escrow Agent.

     

    (a) The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein.  The Escrow Agent shall have no duty to enforce any
obligation of any person to make any payment or delivery, or to direct or cause
any payment or delivery to be made, or to enforce any obligation of any person
to perform any other act, and shall have no duty to accept in escrow the Notes
or enforce any obligation with respect to such Notes.  The Escrow
Agent shall be under no liability to the other parties hereto or anyone else, by
reason of any failure, on the part of any party hereto or any maker, guarantor,
endorser or other signatory of a document or any other person, to perform such
person’s obligations under any such document.  Except for amendments
to this Agreement referenced below, the Escrow Agent shall not be obligated to
recognize any agreement between or among any of the Escrowing Parties,
notwithstanding that references hereto may be made herein and whether or not it
has knowledge thereof.

     

    (b)  The  Escrow
Agent shall not be liable to the Escrowing Parties or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report, or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained), which is
believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons.  The  Escrow Agent shall not be
bound by any of the terms thereof, unless evidenced by written notice delivered
to the Escrow Agent signed by the proper party or parties and, if the duties or
rights of the Escrow Agent are affected, unless it shall give its prior written
consent thereto.

     

    (c) The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the
form, or of the execution, validity, value or genuineness of, any document or
property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable to the
Escrowing Parties or to anyone else in any respect on account of the identity,
authority or rights, of the person executing or delivering or purporting to
execute or deliver any document or property or this Agreement. The Escrow Agent
shall have no responsibility with respect to the use or application of the
Escrowed Funds pursuant to the provisions hereof.

     

    (d) The
Escrow Agent shall have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does not
exist or has not occurred, without incurring liability to the Escrowing Parties
or to anyone else for any action taken or omitted to be taken or omitted, in
good faith and in the exercise of its own best judgment, in reliance upon such
assumption.

     

    (e) The
Escrow Agent will be indemnified and held harmless by the Escrowing Parties from
and against all expenses, including all counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or proceedings
involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, except for claims relating to gross
negligence by Escrow Agent or breach of this Agreement by the Escrow Agent, or
the monies or other property held by it hereunder.  Promptly after the
receipt of the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect
thereof is to be made against an Escrowing Party, notify each of them thereof in
writing, but the failure by the Escrow Agent to give such notice shall not
relieve any such party from any liability which an Escrowing Party may have to
the Escrow Agent hereunder.  Notwithstanding any obligation to make
payments and deliveries hereunder, the Escrow Agent may retain and hold for such
time as it deems necessary such amount of monies or property as it shall, from
time to time, in its sole discretion, seem sufficient to indemnify itself for
any such loss or expense and for any amounts due it under Section
2.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (f) For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating or
defending against any such claim, demand, action, suit or
proceeding.

     

    4.           Termination of Escrow
Agent’s Obligations and Resignation of Escrow Agent

     

    (a) The
Escrow Agent’s obligations under this Agreement shall terminate upon release of
the Escrowed Funds and the return of any balance to the Subscribers on a pro
rata basis, provided that the rights of the Escrow Agent and the obligations of
the Escrowing Parties under Section 3 shall survive the termination
hereof.

     

    (b) The
Escrow Agent may resign at any time and be discharged from its duties as Escrow
Agent hereunder by giving the Escrowing Parties at least five (5) business days
written notice thereof (the “Notice
Period”).  As soon as practicable after its resignation, the
Escrow Agent shall, if it receives notice from the Escrowing Parties within the
Notice Period, turn over to a successor escrow agent appointed by the Escrowing
Parties all Escrowed Funds upon presentation of the document appointing the new
escrow agent and its acceptance thereof.  If no new agent is so
appointed within the Notice Period, the Escrow Agent shall return the Escrowed
Funds to the parties from which they were received without interest or
deduction.

     

    5. Notices.  All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii) if
mailed certified or registered mail return receipt requested, two (2) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or (iv)
if delivered by facsimile transmission, on the business day of such delivery if
sent by 6:00 p.m.  in the time zone of the recipient, or if sent after
that time, on the next succeeding business day (as evidenced by the printed
confirmation of delivery generated by the sending party’s telecopier
machine).  If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no
notice was given (in accordance with this Section 5), or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as
evidenced by a sworn affidavit of the sender).  All such notices,
demands, consents, requests, instructions and other communications will be sent
to addresses or facsimile numbers as applicable to the following:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    If to the
Company:

    


    __________________

    __________________

    


    If to the
Subscribers:

    


    To such
address as is provided on the signature page of this Agreement.

    


    If to the
Escrow Agent:

    


    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
New York 10006

    Attn:
Richard A. Friedman, Esq.

     

    6. Further Assurances.
From time to time on and after the date hereof, the  Escrowing Parties
shall deliver or cause to be delivered to the Escrow Agent such further
documents and instruments and shall do and cause to be done such further acts as
the Escrow Agent shall reasonably request (it being understood that the Escrow
Agent shall have no obligation to make any such request) to carry out more
effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting
hereunder.

     

    7. Consent to Service of
Process. The parties hereby irrevocably consent to the jurisdiction
of the courts of the State of New York and of any Federal court located in such
state in connection with any action, suit or proceedings arising out of or
relating to this Agreement or any action taken or omitted hereunder, and waives
personal service of any summons, complaint or other process and agrees that the
service thereof may be made by certified or registered mail directed to it at
the address provided in Section 5 of this Agreement.

     

    8. Miscellaneous

     

    (a) This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing such instrument to be
drafted.  The terms “hereby,” “hereof,” “hereunder,” and any similar
terms, as used in this Agreement, refer to the Agreement in its entirety and not
only to the particular portion of this Agreement where the term is
used.  The word “person” shall mean any natural person, partnership,
corporation, government and any other form of business of legal
entity.  All words or terms used in this Agreement, regardless of the
number or gender in which they were used, shall be deemed to include any other
number and any other gender as the context may require.  This
Agreement shall not be admissible in evidence to construe the provisions of any
prior agreement.

     

    (b) This
Agreement and the rights and obligations hereunder of the parties may not be
assigned.  This Agreement and the rights and obligations hereunder of
the Escrow Agent may be assigned by the Escrow Agent, with the prior consent of
the Escrowing Parties.  This Agreement shall be binding upon and inure
to the benefit of each party’s respective successors, heirs and permitted
assigns. No other person shall acquire or have any rights under or by virtue of
this Agreement. This Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the parties. This
Agreement is intended to be for the sole benefit of the parties hereto and their
respective successors, heirs and permitted assigns, and none of the provisions
of this Agreement are intended to be, nor shall they be construed to be, for the
benefit of any third person.

     

    (c) This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party.  The headings in this Agreement are
for purposes of reference only and shall not limit or otherwise affect any of
the terms thereof.

     

    9. Execution of
Counterparts.This Agreement may be executed in a number of counterparts,
by facsimile, each of which shall be deemed to be an original as of those whose
signature appears thereon, and all of which shall together constitute one and
the same instrument.  This Agreement shall become binding when one or
more of the counterparts hereof, individually or taken together, are signed by
all the parties.

    


    


    [Signature
page follows]

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties hereto
have executed or caused this Agreement to be duly executed as a sealed
instrument as of the day and year first above written.

     

     

    
      
        	 	GLOBAL ROAMING DISTRIBUTION,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Yakov
      Sarousi	 
	 	 	Yakov
      Sarousi	 
	 	 	Chief
      Executive Officer	 


      

    

     

    
      
        	 	SUBSCRIBER:	 
	 	 	 	 
	 	 	Texall Trading
      Inc	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Glenna
      Fay Bergey	 
	 	 	Glenna
      Fay Bergey	 
	 	 	Authorized
      Signatory	 


      

    

    


    
      
        	 	Address:	 
	 	 	 	 
	
                 

              	
                 

              	5613 Lizarraga
      Ave	 
	 	 	Belize
City	 
	 	 	Belize	 
	 	 	Fax
      Number: (501) 223-0520	 


      

    

     

    
      
        	 	SICHENZIA ROSS FRIEDMAN FERENCE
      LLP	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Richard
      A. Friedman	 
	 	 	Richard
      A. Friedman, Esq.	 
	 	 	Partner	 
	 	 	 	 


      



                                

     

     

     

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