Common use of ESCROW AND RELEASE FROM ESCROW Clause in Contracts

ESCROW AND RELEASE FROM ESCROW. 2.1 By execution of this Escrow Agreement, the Company and Noiman, and their respective successors and assigns, hereby irrevocably appoint the Trustee to act in accordance with the provisions of this Agreement. 2.2 Simultaneously with the execution of this Agreement, Noiman shall execute three Deeds of Transfer of shares in accordance with the provisions of the Undertaking. Immediately following their execution, Noiman shall deposit these Deeds of Transfer with the Trustee to be held in escrow until their release in accordance with the provisions of the Undertaking and this Agreement. (a) Upon the receipt of written notice from the Company of occurrence of any one of the events described in Sections 1(a) through 1(c) of the Undertaking (the "COMPANY'S INSTRUCTIONS NOTICE") the Trustee shall, within three (3) business days of such notice, send Noiman a copy of the Company's Instructions Notice (the "TRUSTEE'S NOTICE"). Within four (4) business days from the date of the Trustee's Notice, Noiman hereby irrevocably instructs the Trustee to release to Company Deed(s) of Transfer as follows, unless prior to end of such 4 days' perioed Noiman provides the Trustee (with a copy to the Company) of an appropriate injuctive order preventing such release, issued by a court of competent jurisdiction: (i) If said notice is issued in connection with Section 1(a) of the Undertaking then the Trustee is hereby instructed to release to the Company all three (3) Deeds of Transfer, for an aggregate of 180, 000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (ii) If said notice is issued in connection with Section 1(b) of the Undertaking then the Trustee is hereby instructed to release to the Company two (2) Deeds of Transfer, for an aggregate of 120,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (iii) If said notice is issued in connection with Section 1(c) of the Undertaking then the Trustee is hereby instructed to release to the Company one (1) Deed of Transfer, for an aggregate of 60,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (b) Unless the Deed(s) of Transfer have been released to the Company in accordance with the provisions of the Undertaking or sub-section (a) above, the Trustee may release the Deed(s) of Transfer to Noiman's possession in accordance with the following provisions: (i) Following the second anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's written request accompanied by a letter of confirmation from the Company to the effect that Noiman was employed by the Company on such anniversary, the Trustee shall release to Noiman one (1) Deed of Transfer. (ii) Following the third anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's written request accompanied by a letter of confirmation from the Company to the effect that Noiman was employed by the Company on such anniversary, the Trustee shall release to Noiman one (1) Deed of Transfer, or two (2) Deeds of Transfer, provided however, that Noiman did not previously request a release under sub-section (b)(i) above. (c) Upon receipt of a written request from Noiman accompanied by a written confirmation from the Company to the effect that on the fourth anniversary of the Effective Date of the Employment Agreement Noiman was an employee of the Company, the Trustee shall release all three (3) Deeds of Transfer to Noiman's possession, provided however, that Noiman did not previously request a release under sub-sections (b)(i) and/or (b)(ii) above. (d) Upon receipt from Noiman of a written request accompanied by a written confirmation from the Company to the effect that: (i) one of the events described in Sections 9.1 through 9.6 of the Undertaking has occurred; and (ii) that until the occurrence of any such event Noiman was an Employee of the Company, the Trustee shall release to Noiman's possession any remaining Deeds of Transfer not previously released. (e) Upon the written request of the executor of Noiman's estate accompanied with: (i) a notarized copy of a death certificate issued upon Noiman's death; and (ii) written confirmation from the Company to the effect that until Noiman's death she was an employee of the Company, the Trustee shall release to the possession of such executor any remaining Deeds of Transfer. (f) Noiman hereby acknowledges, upon receipt of notice from the Company that an Adjustment Event has occurred during the term of this Escrow Agreement, the Trustee shall be entitled to rely on such notice and that the Automatic Adjustment mechanism shall become effective as to the number of Shares covered by the Deed(s) of Transfer.

ESCROW AND RELEASE FROM ESCROW. 2.1 By execution of this Escrow Agreement, the Company and NoimanXxxxxx, and their respective successors and assigns, hereby irrevocably appoint the Trustee to act in accordance with the provisions of this Agreement. 2.2 Simultaneously with the execution of this Agreement, Noiman Xxxxxx shall execute three Deeds of Transfer of shares in accordance with the provisions of the Undertaking. Immediately following their execution, Noiman Xxxxxx shall deposit these Deeds of Transfer with the Trustee to be held in escrow until their release in accordance with the provisions of the Undertaking and this Agreement. (a) Upon the receipt of written notice from the Company of occurrence of any one of the events described in Sections 1(a) through 1(cI (c) of the Undertaking (the "COMPANY'S INSTRUCTIONS NOTICE") the Trustee shall, within three (3) business days of such notice, send Noiman Xxxxxx a copy of the Company's Instructions Notice (the "TRUSTEE'S NOTICE"). Within four (4) business days from the date of the Trustee's Notice, Noiman Xxxxxx hereby irrevocably instructs the Trustee to release to Company Deed(s) of Transfer as follows, unless prior to end of such 4 days' perioed Noiman period Xxxxxx provides the Trustee (with a copy to the Company) of an appropriate injuctive order preventing such release, issued by a court of competent jurisdiction: (i) If said notice is issued in connection with Section 1(a) of the Undertaking then the Trustee is hereby instructed to release to the Company all three (3) Deeds of Transfer, for an aggregate of 180, 000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (ii) If said notice is issued in connection with Section 1(bI(b) of the Undertaking then the Trustee is hereby instructed to release to the Company two (2) Deeds of Transfer, for an aggregate of 120,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (iii) If said notice is issued in connection with Section 1(c) of the Undertaking then the Trustee is hereby instructed to release to the Company one (1) Deed of Transfer, for an aggregate of 60,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (b) Unless the Deed(s) of Transfer have been released to the Company in accordance with the provisions of the Undertaking or sub-section (a) above, the Trustee may release the Deed(s) of Transfer to Noiman's Xxxxxx'x possession in accordance with the following provisions: (i) Following the second anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's Xxxxxx'x written request accompanied by a letter of confirmation from the Company to the effect that Noiman Xxxxxx was employed by the Company on such anniversary, the Trustee shall release to Noiman Xxxxxx one (1) Deed of Transfer. (ii) Following the third anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's Xxxxxx'x written request accompanied by a letter of confirmation from the Company to the effect that Noiman Xxxxxx was employed by the Company on such anniversary, the Trustee shall release to Noiman Xxxxxx one (1) Deed of Transfer, or two (2) Deeds of Transfer, provided however, that Noiman Xxxxxx did not previously request a release under sub-section (b)(i) above. (c) Upon receipt of a written request from Noiman Xxxxxx accompanied by a written confirmation from the Company to the effect that on the fourth anniversary of the Effective Date of the Employment Agreement Noiman Xxxxxx was an employee of the Company, the Trustee shall release all three (3) Deeds of Transfer to Noiman's Xxxxxx'x possession, provided however, that Noiman Xxxxxx did not previously request a release under sub-sections (b)(i) and/or (b)(ii) above. (d) Upon receipt from Noiman Xxxxxx of a written request accompanied by a written confirmation from the Company to the effect that: (i) one of the events described in Sections 9.1 through 9.6 of the Undertaking has occurred; and (ii) that until the occurrence of any such event Noiman Xxxxxx was an Employee of the Company, the Trustee shall release to Noiman's Xxxxxx'x possession any remaining Deeds of Transfer not previously released. (e) Upon the written request of the executor of Noiman's Xxxxxx'x estate accompanied with: : (i) a notarized copy of a death certificate issued upon Noiman's Xxxxxx'x death; and (ii) written confirmation from the Company to the effect that until Noiman's Xxxxxx'x death she he was an employee of the Company, the Trustee shall release to the possession of such executor any remaining Deeds of Transfer. (f) Noiman Xxxxxx hereby acknowledges, upon receipt of notice from the Company that an Adjustment Event has occurred during the term of this Escrow Agreement, the Trustee shall be entitled to rely on such notice and that the Automatic Adjustment mechanism shall become effective as to the number of Shares covered by the Deed(s) of Transfer.

ESCROW AND RELEASE FROM ESCROW. 2.1 By execution of this Amended Escrow Agreement, the Company and Noiman, and their respective successors and assigns, hereby irrevocably appoint the Trustee to act in accordance with the provisions of this the Escrow Agreement. 2.2 Simultaneously with the execution of this Amended Escrow Agreement, Trustee shall deliver to Noiman two (2) Deeds of Transfer executed by Noiman in connection with Sections 1(b) (for 120,000 Shares) and 1(c) (for 60,000 Shares) of the original Undertaking (which was an exhibit to the Original Employment Agreement) marked cancelled. Furthermore, simultaneously with the execution of this Amended Escrow Agreement, Noiman shall execute three eight (8) Deeds of Transfer of shares (each for 15,000 Shares) in accordance connection with the provisions Section 1(b) of the Amended Undertaking. Immediately following their execution, Noiman shall deposit these Deeds of Transfer with the Trustee to be held in escrow until their release in accordance with the provisions of the Amended Undertaking and this Amended Escrow Agreement. (a) Upon the receipt of written notice from the Company of occurrence of any one of the events described in Sections 1(a) through 1(c) of the Amended Undertaking (the "COMPANY'S INSTRUCTIONS NOTICE") the Trustee shall, within three (3) business days of such notice, send Noiman a copy of the Company's Instructions Notice (the "TRUSTEE'S NOTICE"). Within four (4) business days from the date of the Trustee's Notice, Noiman hereby irrevocably instructs the Trustee to release to Company Deed(s) of Transfer as follows, unless prior to the end of such 4 days' perioed period Noiman provides the Trustee (with a copy to the Company) of an appropriate injuctive injunctive order preventing such release, issued by a court of competent jurisdiction: (i) If said notice is issued in connection with Section 1(a) of the Amended Undertaking then the Trustee is hereby instructed to release to the Company all three nine (39) Deeds of Transfer, for an aggregate of 180, 000 180,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (ii) If said notice is issued in connection with Section 1(b) of the Amended Undertaking then the Trustee is hereby instructed to release to the Company two (2) such number of Deeds of Transfer, representing the number of three month periods remaining between the date of termination of employment and the fourth anniversary of the Effective Date of the Employment Agreement (each such Deed of Transfer for an aggregate of 120,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (iii) If said notice is issued in connection with Section 1(c) of the Undertaking then the Trustee is hereby instructed to release to the Company one (1) Deed of Transfer, for an aggregate of 60,000 15,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (b) Unless the Deed(s) of Transfer have been released to the Company in accordance with the provisions of the Undertaking or sub-section (a) above, the Trustee may release the Deed(s) of Transfer to Noiman's possession in accordance with the following provisions: (i) Following the second anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's written request accompanied by a letter of confirmation from the Company to the effect that Noiman was employed by the Company on such anniversary, the Trustee shall release to Noiman one (1) the first Deed of TransferTransfer (for 180,000 Shares as adjusted to an Adjustment Event). (ii) Following the third second anniversary of the Effective Date of the Employment Agreement, upon receipt of Noiman's written request accompanied by a letter of confirmation from the Company to the effect that Noiman was employed by the Company on such anniversaryanniversary for a successive period of three (3) months or any successive three (3) month period thereafter (i.e., three (3), six (6), nine (9), twelve (12), fifteen (15), eighteen (18), twenty-one (21) and/or twenty-four (24) months after the Trustee second anniversary of the Effective Date of the Employment Agreement), KH shall release to Noiman one (1) Deed of TransferTransfer (for 15,000 Shares as adjusted to an Adjustment Event) for each such three month period to Noiman, or two as well as the such first Deed of Transfer (2) Deeds of Transferfor 180,000 Shares as adjusted to an Adjustment Event), provided however, that Noiman did not previously request a release under sub-section (b)(i) above. (c) Upon receipt of a written request from Noiman accompanied by a written confirmation from the Company to the effect that on the fourth anniversary of the Effective Date of the Employment Agreement Noiman was an employee of the Company, the Trustee shall release all three nine (39) Deeds of Transfer to Noiman's possession, provided however, that Noiman did not previously request a release under sub-sections (b)(i) and/or (b)(ii) above. (d) Upon receipt from Noiman of a written request accompanied by a written confirmation from the Company to the effect that: (i) one of the events described in Sections 9.1 through 9.6 of the Undertaking has occurred; and (ii) that until the occurrence of any such event Noiman was an Employee of the Company, the Trustee shall release to Noiman's possession any remaining Deeds of Transfer not previously released. (e) Upon the written request of the executor of Noiman's estate accompanied with: (i) a notarized copy of a death certificate issued upon Noiman's death; and (ii) written confirmation from the Company to the effect that until Noiman's death she was an employee of the Company, the Trustee shall release to the possession of such executor any remaining Deeds of Transfer. (f) Noiman hereby acknowledges, upon receipt of notice from the Company that an Adjustment Event has occurred during the term of this Escrow Agreement, the Trustee shall be entitled to rely on such notice and that the Automatic Adjustment mechanism shall become effective as to the number of Shares covered by the Deed(s) of Transfer.