Common use of Dividends, Voting and Rights of Ownership Clause in Contracts

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunder, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, will be distributed currently to the Wood Shareholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood Shareholders. Each Wood Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest in the Escrowed Shares so long as such Escrowed Shares are held in escrow, and iPrint shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Account.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunder, any Any cash dividends, ----------------------------------------- dividends payable in securities property or other distributions of any kind (except for Additional Shares) made in respect of the Escrowed Shares, will Escrow Shares shall be distributed currently by Parent to the Wood Shareholders andHolders in accordance with the percentage interests set forth in Exhibit A hereto. The Holders, if distributed through the Indemnification Representative, shall have the right to direct the Escrow Agent upon the receipt by the Escrow Agent of at least three days notice in writing as to the exercise of any voting rights pertaining to the Escrow AgentShares, and the Escrow Agent shall promptly comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. Except as otherwise provided herein, the Escrow Agent shall be paid over under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable and customary measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Indemnification Representative given to the Wood Shareholders. Each Wood Shareholder will have Escrow Agent at least three business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Indemnification Representative a proxy or other instrument in the form supplied to it by the Indemnification Representative for voting rights or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Indemnification Representatives on behalf of the Holders to exercise such Wood Shareholder's Proportionate Interest voting or consent authority in respect of the Escrowed Shares so long Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party other than the Indemnification Representative upon proper notice as such Escrowed Shares are held in escrowdescribed above, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and iPrint shall take all reasonable steps necessary to allow the exercise maturities and expiration of such rights. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Wood Shareholders will Holders shall retain and will shall be able to exercise all other incidents of ownership of said Escrowed the Escrow Shares which that are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accounthereof.

Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant to Section 305(a) of the terms hereofInternal Revenue Code of 1986, as amended (the "Code"), which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, Escrow Shares will be distributed currently to the Wood Shareholders Securityholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood ShareholdersSecurityholders. Each Wood Shareholder Securityholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest the Escrow Shares deposited in the Escrowed Shares Escrow with respect to such Securityholder so long as such Escrowed Escrow Shares are held in escrow, and iPrint Xxxxx shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders Securityholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint Xxxxx and the other members of the Xxxxx Group under the Plan of Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account Fund shall be the property of the Wood Shareholders Securityholders from and after the Closing, and iPrint Xxxxx shall have no interest therein. None of the rights of the Wood Shareholders Securityholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders Securityholders shall be obligated for all federal, state or local taxes applicable to such Wood ShareholderSecurityholder's interest in the Escrow AccountFund.

Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant to Section 305(a) of the terms hereofInternal Revenue Code of 1986, as amended (the "CODE"), which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, Escrow Shares will be distributed currently by Acquirer to the Wood Shareholders Retained Target Founders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood ShareholdersRetained Target Founders. Each Wood Shareholder Retained Target Founder will have voting rights with respect to such Wood Shareholder's Proportionate Interest the Escrow Shares deposited in the Escrowed Shares Escrow with respect to such Retained Target Founder so long as such Escrowed Escrow Shares are held in escrowthe Escrow, and iPrint Acquirer shall take all reasonable steps necessary to allow the exercise of such rights. The Escrow Agent shall forward to Retained Target Founders all voting materials and proxies received by the Escrow Agent. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Wood Shareholders Retained Target Founders will retain and will be able entitled to exercise all other incidents of ownership of said Escrowed the Escrow Shares which are not inconsistent with the terms and conditions of this Escrow Agreement. Subject to the rights of iPrint Acquirer under the Plan of Reorganization Agreement and this Escrow Agreement, all beneficial interest in the Escrow Account Funds shall be the property of the Wood Shareholders Retained Target Founders from and after the Closing, and iPrint Acquirer shall have no interest therein. None of the rights of the Wood Shareholders Retained Target Founders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders Retained Target Founders shall be obligated for all federal, state or local taxes applicable to such Wood ShareholderRetained Target Founder's interest in the Escrow AccountFund.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in shares of Purchaser stock that are declared by iPrint in connection and paid with respect to the Indemnification Shares or shares of Purchaser Common Stock issued with respect to Indemnification Shares and resulting from a stock split or otherwise subdivision ("ADDITIONAL INDEMNIFICATION SHARES"), and except for cash dividends declared or set aside by Purchaser, during the period beginning on the Closing Date and ending on December 31, 2005, in respect of all of the shares of Purchaser Common Stock that Investcorp may be deemed to beneficially own during the Escrowed Shares that have not been released pursuant to period beginning on the Closing Date and ending on December 31, 2005, which Investcorp has waived and permanently forfeited under the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe Stock Purchase Agreement, any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrowed Shares, will Indemnification Shares shall be distributed currently by Purchaser to each Shareholder. Each Shareholder shall have the Wood Shareholders and, if distributed right to vote the Indemnification Shares deposited in the Escrow Agent, shall promptly be paid over to Account for the Wood Shareholders. Each Wood account of such Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest in the Escrowed Shares so long as such Escrowed Indemnification Shares are held in escrow, and iPrint Purchaser shall take all reasonable steps necessary to allow the exercise of such rights. While So long as the Escrowed Indemnification Shares remain in the Escrow Agent's possession pursuant to this AgreementAgreement and have not been canceled as provided herein or repurchased by Purchaser, the Wood Shareholders will shall retain and will shall be able to exercise voting rights with respect to such Indemnification Shares and all other incidents of ownership of said Escrowed Indemnification Shares which that are not inconsistent with the terms and conditions of this Agreement. Subject Purchaser and the Shareholders will arrange for the payment of dividends, subject to the rights of iPrint under limitations set forth herein and in the Reorganization Agreement and this Stock Purchase Agreement, all beneficial interest in and the delivery of proxies and other notices among themselves, and the Escrow Account shall Agent need not be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accountinvolved.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- So long as the Escrow is in stock declared by iPrint in connection with a stock split or otherwise in respect to effect and the Escrowed Shares that Items have not been delivered and released pursuant to the terms Holders or to McLexx xx provided in Section 2 hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunder, any cash dividends, dividends payable in stock, securities or other property or other distributions of any kind (including without limitation shares of McLexx Xxxmon Stock issued in connection with a subdivision or split of McLexx'x Xxxmon Stock) that are paid, issued or made by McLexx xx respect of the Escrow Shares (collectively, the "DISTRIBUTIONS") or in respect of the Escrowed Shares, any such Distributions ("SECONDARY DISTRIBUTIONS") will be distributed currently to the Wood Shareholders and, if distributed immediately delivered to the Escrow Agent, shall promptly Agent and will be paid over held in escrow in the Escrow Account on the same terms and conditions as those applied to the Wood ShareholdersEscrow Shares hereunder and the Holders will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the Holders) to be held in escrow in the Escrow Account as Escrowed Items pursuant to this Agreement. Each Wood Shareholder As used herein, the term "Escrow Shares" shall include all Distributions and Secondary Distributions required to be placed into the Escrow under this Agreement. The Holders will have voting rights with respect the right to such Wood Shareholder's Proportionate Interest vote the Escrow Shares deposited in the Escrowed Shares Escrow Account for their account so long as such Escrowed Escrow Shares are held in escrow, and iPrint shall McLexx xxxl take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders Holders will (subject to the provisions of Section 1.3 below) retain and will be able to exercise all other incidents of ownership of said Escrowed the Escrow Shares which that are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Account.

Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant to Section 305(a) of the terms hereofInternal Revenue Code of 1986, as amended (the "CODE"), which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, Escrow Shares will be distributed currently by Acquirer to the Wood Indemnifying Shareholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood Indemnifying Shareholders. Each Wood Indemnifying Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest the Escrow Shares deposited in the Escrowed Shares Escrow with respect to such Indemnifying Shareholder so long as such Escrowed Escrow Shares are held in escrowthe Escrow, and iPrint Acquirer shall take all reasonable steps necessary to allow the exercise of such rights. The Escrow Agent shall forward to the Shareholders' Representative all voting materials and proxies received by the Escrow Agent. In the event an Indemnifying Shareholder elects to vote, it shall direct the Escrow Agent in writing to do so. In the absence of such direction, the Escrow Agent shall have no duty or obligation to vote with respect to any of the Escrow Shares. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Wood Indemnifying Shareholders will retain and will be able entitled to exercise all other incidents of ownership of said Escrowed the Escrow Shares which are not inconsistent with the terms and conditions of this Escrow Agreement. Subject to the rights of iPrint Acquirer under the Plan of Reorganization Agreement and this Escrow Agreement, all beneficial interest in the Escrow Account Funds shall be the property of the Wood Indemnifying Shareholders from and after the Closing, and iPrint Acquirer shall have no interest therein. None of the rights of the Wood Indemnifying Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Indemnifying Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Indemnifying Shareholder's interest in the Escrow AccountFund.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in Any shares of Worldtalk Common Stock issued as a result of, or issued upon the conversion or exercise of any security issued as a result of, any stock declared by iPrint in connection dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events made with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant while in escrow under this Agreement ("Additional Escrow Shares") will be held in Escrow and distributed to the terms hereofDemixx Xxxreholders or returned to Worldtalk in the same manner and in the same proportions as the Escrow Shares. For all purposes of this Agreement, which shall become part of such Escrowed Additional Escrow Shares and shall issued with respect to Escrow Shares will be treated equally in every respect the same as Escrowed Shares hereunder, any (and will be considered to be) Escrow Shares. Any cash dividends, dividends payable in securities property other than Worldtalk securities, or other distributions of any kind (other than Additional Escrow Shares) made in respect of the Escrowed Escrow Shares, will be distributed currently to the Wood Shareholders and, if distributed to received by the Escrow Agent, shall promptly will be paid over delivered by the Escrow Agent directly to the Wood ShareholdersDemixx Xxxreholders in proportion to their percentage interests set forth on Exhibit A; provided that in the event of a merger, tender offer or other exchange of the Escrow Shares where the holders of Worldtalk Common Stock are to receive cash or other property in exchange for such Worldtalk Common Stock, any cash or other property received or receivable upon exchange of the Escrow Shares will remain in the Escrow Account and will be held or released in the same manner and in the same proportions as the Escrow Shares would have been had such exchange not occurred. Each Wood Shareholder Demixx Xxxreholder will have voting rights with respect to the Escrow Shares (and Additional Escrow Shares) beneficially owned by such Wood Shareholder's Proportionate Interest Demixx Xxxreholder deposited in the Escrowed Shares Escrow Account so long as such Escrowed Escrow Shares (and Additional Escrow Shares) are held in escrow, and iPrint shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders Demixx Xxxreholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Escrow Shares which are not inconsistent with the terms and conditions hereof, including the right to cause the tender of this Agreement. Subject such Escrow Shares in a tender offer for Worldtalk Common Stock, subject to the rights inclusion of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest consideration paid upon exchange of such Escrow Shares in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accountabove.

Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant to Section 305(a) of the terms hereofInternal Revenue Code of 1986, as amended (the "Code'), which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, Escrow Shares will be distributed currently to the Wood Indemnifying Shareholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood Indemnifying Shareholders. Each Wood Indemnifying Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest the Escrow Shares deposited in the Escrowed Shares Escrow with respect to such Indemnifying Shareholder so long as such Escrowed Escrow Shares are held in escrowthe Escrow, and iPrint Buyer shall take all reasonable steps necessary to allow the exercise of such rights. The Escrow Agent shall forward to the Shareholder Representative all voting materials and proxies received by the Escrow Agent. In the event an Indemnifying Shareholder elects to vote, it shall direct the Escrow Agent in writing to do so. In the absence of such direction, the Escrow Agent shall have no duty or obligation to vote with respect to any of the Escrow Shares. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Wood Indemnifying Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Account.will

Dividends, Voting and Rights of Ownership. Except for tax- ----------------------------------------- free dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Escrow Shares that have not been released pursuant to Section 305(a) of the terms hereofInternal Revenue Code of 1986, as amended (the "Code"), which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunderthe manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, Escrow Shares will be distributed currently to the Wood Shareholders Stockholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood ShareholdersStockholders. Each Wood Shareholder Stockholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest the Escrow Shares deposited in the Escrowed Shares Escrow with respect to such Stockholder so long as such Escrowed Escrow Shares are held in escrow, and iPrint Aspect shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders Stockholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint Aspect and the other members of the Aspect Group under the Plan of Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account Fund shall be the property of the Wood Shareholders Stockholders from and after the Closing, and iPrint Aspect shall have no interest therein. None of the rights of the Wood Shareholders Stockholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders Stockholders shall be obligated for all federal, state or local taxes applicable to such Wood ShareholderStockholder's interest in the Escrow AccountFund.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in shares of Parent stock that are declared by iPrint in connection and paid with respect to the Escrow Shares or shares of Parent Common Stock issued with respect to Escrow Shares and resulting from a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereundersubdivision (“Additional Escrow Shares”), any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrowed Shares, will Escrow Shares shall be distributed currently by Parent to each Company stockholder. Each Company stockholder shall have the Wood Shareholders and, if distributed right to vote the Escrow Agent, shall promptly be paid over to the Wood Shareholders. Each Wood Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest Shares deposited in the Escrowed Shares Escrow Account for the account of such Company stockholder so long as such Escrowed Escrow Shares are held in escrow, and iPrint Parent shall take all reasonable steps necessary to allow the exercise of such rights. While So long as the Escrowed Escrow Shares remain in the Escrow Agent's ’s possession pursuant to this AgreementAgreement and have not been canceled or forfeited as provided herein, the Wood Shareholders will each Company stockholder shall retain and will shall be able to exercise voting rights with respect to such Escrow Shares and all other incidents of ownership of said Escrowed Escrow Shares which that are not inconsistent with the terms and conditions of this Agreement. Subject to Parent and Company stockholders will arrange for the rights payment of iPrint under dividends and the Reorganization Agreement delivery of proxies and this Agreementother notices among themselves, all beneficial interest in and the Escrow Account shall Agent need not be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accountinvolved.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunder, any Any cash dividends, ----------------------------------------- dividends payable in securities property or other distributions of any kind (except for Additional Indemnification Escrow Shares and Additional Goals Escrow Shares) made in respect of the Escrowed Shares, will Indemnification Escrow Shares or the Goals Escrow Shares shall be distributed currently by Parent to the Wood Shareholders andHolders on a Pro Rata Basis (as defined in the following sentence). With respect to each Holder, if distributed to the Escrow Agent, a "Pro Rata Basis" shall promptly be paid over to the Wood Shareholders. Each Wood Shareholder will have voting rights mean proportionately with respect to such Wood ShareholderHolder's Proportionate Interest interest in the Escrowed Initial Indemnification Escrow Shares so long and the Initial Goals Escrow Shares, as such Escrowed Shares are held reduced by any "Acceleration Release" (defined below). The Holders shall have the right to direct the Escrow Agent in escrow, and iPrint shall take all reasonable steps necessary writing as to allow the exercise of any voting rights pertaining to the Indemnification Escrow Shares and the Goals 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 Indemnification Escrow Shares or the Goals Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Indemnification Escrow Shares or the Goals Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders given to the Escrow Agent at least three business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Holders a proxy or other instrument in the form supplied to it by the Holders for voting or otherwise exercising any right of consent with respect to any of the Indemnification Escrow Shares or the Goals Escrow Shares held by it hereunder, to authorize therein the Holders to exercise such voting or consent authority in respect of the Indemnification Escrow Shares or the Goals Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Indemnification Escrow Shares or the Goals Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrowed Indemnification Escrow Shares and the Goals Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Wood Shareholders will Holders shall retain and will shall be able to exercise all other incidents of ownership of said Escrowed the Indemnification Escrow Shares which and the Goals Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accounthereof.

Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in shares of Parent stock that are declared by iPrint in connection and paid with respect to the Escrow Shares or shares of Parent Common Stock issued with respect to Escrow Shares and resulting from a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereundersubdivision ("ADDITIONAL ESCROW SHARES"), any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrowed Shares, will Escrow Shares shall be distributed currently by Parent to each Significant Shareholder. The Significant Shareholder shall have the Wood Shareholders and, if distributed right to vote the Escrow Agent, shall promptly be paid over to the Wood Shareholders. Each Wood Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest Shares deposited in the Escrowed Shares Escrow Account for the account of such Significant Shareholder so long as such Escrowed Escrow Shares are held in escrow, and iPrint Parent shall take all reasonable steps necessary to allow the exercise of such rights. While So long as the Escrowed Escrow Shares remain in the Escrow Agent's possession pursuant to this AgreementAgreement and have not been canceled as provided herein or repurchased by Parent, the Wood Shareholders will Significant Shareholder shall retain and will shall be able to exercise voting rights with respect to such Escrow Shares and all other incidents of ownership of said Escrowed Escrow Shares which that are not inconsistent with the terms and conditions of this Agreement. Subject to Parent and the rights Significant Shareholders will arrange for the payment of iPrint under dividends and the Reorganization Agreement delivery of proxies and this Agreementother notices among themselves, all beneficial interest in and the Escrow Account shall Agent need not be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Accountinvolved.