Common use of Escrow of Restricted Shares Clause in Contracts

Escrow of Restricted Shares. (a) For purposes of facilitating the enforcement of the provisions of this Agreement, the Participant shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate in the form attached hereto as Exhibit A, (ii) an instrument of transfer in the form attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rights. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes To ensure the availability for delivery of facilitating the enforcement Unvested Restricted Shares upon forfeiture and repurchase in accordance with Section 2 and to ensure satisfaction of the provisions of this AgreementWithholding Liability regarding Vested Restricted Shares in accordance with Section 13(a), the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe “Escrow Holder”) an Assignment Separate From Certificate in the form attached hereto as Exhibit Ashare certificate(s) representing the Unvested Restricted Shares, (ii) an instrument of transfer together with corresponding stock assignment(s), in the form attached hereto as Exhibit B, each executed (with date and number of duly endorsed in blank. The Unvested Restricted Shares blankand stock assignment(s) shall be held by the Participant Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached hereto as Exhibit C, until either (i) those Unvested Restricted Shares are forfeited and repurchased in accordance with respect to such Section 2 or (ii) the Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, to which thereby become Vested Restricted Shares, and the Company to hold in escrow for so long as such Withholding Liability regarding those Vested Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(sis satisfied. (b) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act that he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the forfeiture and repurchase of all or any of the Unvested Restricted Shares by the Company in accordance with Section 2, the Escrow Holder, upon receipt of written notice from the Company, shall take all steps necessary to accomplish the transfer of those Unvested Restricted Shares to the Company and/or its assignee(s). (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the Unvested Restricted Shares and upon the Company’s Repurchase Rightacknowledgment that the corresponding Withholding Liability is satisfied, the Company shall, within three (3Escrow Holder shall promptly deliver to Grantee the certificate(s) business days, release the Deposit to the Participantrepresenting those Vested Restricted Shares.

Escrow of Restricted Shares. (a) For purposes To ensure the availability for delivery of facilitating the enforcement Unvested Restricted Shares upon forfeiture in accordance with Section 2 and to ensure satisfaction of the provisions of this AgreementWithholding Liability regarding Vested Restricted Shares in accordance with Section 13(a), the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe “Escrow Holder”) an Assignment Separate From Certificate the share certificate(s) representing the Unvested Restricted Shares, together with corresponding stock assignment(s), in the form attached hereto as Exhibit A, (iiduly endorsed in blank. The Unvested Restricted Shares and stock assignment(s) an instrument shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of transfer in the form Company and Grantee attached hereto as Exhibit B, each executed until either (with date and number of i) those Unvested Restricted Shares blankare forfeited in accordance with Section 2 or (ii) by the Participant with respect to such Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, to which thereby become Vested Restricted Shares, and the Company to hold in escrow for so long as such Withholding Liability regarding those Vested Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(sis satisfied. (b) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act that he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the forfeiture of all or any of the Unvested Restricted Shares to the Company in accordance with Section 2, the Escrow Holder, upon receipt of written notice from the Company, shall take all steps necessary to accomplish the transfer of those Unvested Restricted Shares to the Company. (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the Unvested Restricted Shares and upon the Company’s Repurchase Rightacknowledgment that the corresponding Withholding Liability is satisfied, the Company shall, within three (3Escrow Holder shall promptly deliver to Grantee the certificate(s) business days, release the Deposit to the Participantrepresenting those Vested Restricted Shares.

Escrow of Restricted Shares. (a) For purposes of facilitating To ensure the enforcement availability for delivery of the provisions of this AgreementRestricted Shares upon forfeiture and repurchase in accordance with Section 2, the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe "Escrow Holder") an Assignment Separate From Certificate in the form share certificate(s) representing the Restricted Shares, together with the stock assignment attached hereto as Exhibit AB duly endorsed in blank. The Restricted Shares and stock assignment shall be held by the Escrow Holder, (ii) an instrument pursuant to the Joint Escrow Instructions of transfer in the form Company and Grantee attached hereto as Exhibit BC, each executed (with date and number of Restricted Shares blank) by until such time as the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for Forfeiture Restrictions terminate or lapse or the Restricted Shares to the Company or other designee of the Company are forfeited and repurchased in accordance with Section 2. (the “Escrow Holder”b) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the termination forfeiture and repurchase of all or any number of the Company’s Repurchase RightRestricted Shares by the Company in accordance with Section 2, the Company shallEscrow Holder, within three (3) business daysupon receipt of written notice from the Company, release shall take all steps necessary to accomplish the Deposit transfer of the Restricted Shares to the ParticipantCompany and/or its assignee(s). (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any number of the Restricted Shares and the request of Grantee, the Escrow Holder shall promptly deliver the certificate(s) to Grantee representing those Restricted Shares. (e) Subject to the terms of this Agreement, Grantee shall have all the rights of a shareholder with respect to the Restricted Shares while they are held in escrow, including the right to vote the Restricted Shares and to receive any dividends thereon.

Escrow of Restricted Shares. (a) For purposes To ensure the availability for delivery of facilitating the enforcement Unvested Restricted Shares upon forfeiture in accordance with Section 2 and to ensure satisfaction of the provisions of this AgreementWithholding Liability regarding Vested Restricted Shares in accordance with Section 13(a), the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe “Escrow Holder”) an Assignment Separate From Certificate in the form attached hereto as Exhibit Ashare certificate(s) representing the Unvested Restricted Shares, (ii) an instrument of transfer together with corresponding stock assignment(s), in the form attached hereto as Exhibit B, each executed (with date and number of duly endorsed in blank. The Unvested Restricted Shares blankand stock assignment(s) shall be held by the Participant Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached hereto as Exhibit C, until either (i) those Unvested Restricted Shares are forfeited in accordance with respect to such Section 2 or (ii) the Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, to which thereby become Vested Restricted Shares, and the Company to hold in escrow for so long as such Withholding Liability regarding those Vested Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(sis satisfied. (b) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act that he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the forfeiture of all or any of the Unvested Restricted Shares to the Company in accordance with Section 2, the Escrow Holder, upon receipt of written notice from the Company, shall take all steps necessary to accomplish the transfer of those Unvested Restricted Shares to the Company. (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the Unvested Restricted Shares and upon the Company’s Repurchase Rightacknowledgment that the corresponding Withholding Liability is satisfied, the Company shall, within three (3Escrow Holder shall promptly deliver to Grantee the certificate(s) business days, release the Deposit to the Participantrepresenting those Vested Restricted Shares.

Escrow of Restricted Shares. (a) For purposes To ensure the availability for delivery of facilitating the enforcement Unvested Restricted Shares upon forfeiture and repurchase in accordance with Section 2 and to ensure satisfaction of the provisions of this AgreementWithholding Liability regarding Vested Restricted Shares in accordance with Section 13(a), the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe "Escrow Holder") an Assignment Separate From Certificate in the form attached hereto as Exhibit Ashare certificate(s) representing the Unvested Restricted Shares, (ii) an instrument of transfer together with corresponding stock assignment(s), in the form attached hereto as Exhibit B, each executed (with date and number of duly endorsed in blank. The Unvested Restricted Shares blankand stock assignment(s) shall be held by the Participant Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached hereto as Exhibit C, until either (i) those Unvested Restricted Shares are forfeited and repurchased in accordance with respect to such Section 2 or (ii) the Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, to which thereby become Vested Restricted Shares, and the Company to hold in escrow for so long as such Withholding Liability regarding those Vested Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(sis satisfied. (b) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act that he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the termination forfeiture and repurchase of all or any of the Company’s Repurchase RightUnvested Restricted Shares by the Company in accordance with Section 2, the Company shallEscrow Holder, within three (3) business daysupon receipt of written notice from the Company, release shall take all steps necessary to accomplish the Deposit transfer of those Unvested Restricted Shares to the ParticipantCompany and/or its assignee(s). (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the Unvested Restricted Shares and upon the Company's acknowledgment that the corresponding Withholding Liability is satisfied, the Escrow Holder shall promptly deliver to Grantee the certificate(s) representing those Vested Restricted Shares.

Escrow of Restricted Shares. (a) For purposes of facilitating The Company will issue in your name a certificate or certificates representing the enforcement of the provisions of this Agreement, the Participant shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate in the form attached hereto as Exhibit A, (ii) an instrument of transfer in the form attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share The certificate or certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for representing the Restricted Shares will be delivered upon issuance to the Secretary of the Company or to such other designee of the Company (the “Escrow Holder”) ), who is hereby irrevocably appointed to hold such certificate(s) in escrow for so long as and to be Holder’s attorney-in-fact to take all such actions and to effectuate all such transfers and/or forfeitures of such Restricted Shares continue to remain subject as are in accordance with the terms of this Agreement. You agree that simultaneously with the execution of this Agreement, you will execute one or more stock powers in blank for those certificates substantially in the form attached hereto as Exhibit A and deliver those stock powers to the Repurchase RightCompany. You also agree to sign such other powers and take such other actions as the Committee or the Escrow Holder may reasonably request to accomplish the transfer or forfeiture of any Restricted Shares pursuant to this Agreement. The Participant Escrow Holder will act solely for the Company as its agent and not as a fiduciary. Holder and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in relating to carrying out the duties of the Escrow Holder under this AgreementAgreement that are taken or omitted in good faith. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine shall hold the Restricted Shares and may rely on the advice of counsel and obey any order of any court with respect related stock powers pursuant to the transactions contemplated by terms of this Agreement and will not be liable for any act until such time as (a) the Restricted Shares are transferred to Holder free of the Forfeiture Restrictions, or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms the Restricted Shares are canceled and other documents delivered by the Participant to the Company to be held in escrow forfeited pursuant to this Agreement. You hereby agree that if the Restricted Shares are forfeited, as provided in Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right6, the Company will, without further order or instruction, transmit Escrow Holder shall have the right to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds deliver the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect Shares to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rights. (c) Upon the termination of the Company’s Repurchase Righttransfer agent for, at the Company shallCompany’s election, within three (3) business days, release the Deposit cancellation or transfer to the ParticipantCompany.

Escrow of Restricted Shares. (a) For purposes of facilitating To insure the enforcement availability for delivery of the provisions of this AgreementGrantee’s Restricted Shares, the Participant Grantee hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Shares, if any, forfeited by the Grantee pursuant to Section 6 below and shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate and deposit with the Secretary of the Company, or such other person designated by the Company, the Restricted Shares, together with the stock assignment duly endorsed in the form blank, attached hereto as Exhibit A, (ii) an instrument whether the Restricted Shares are held in certificated form or in book entry. The Restricted Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of transfer in the form Company and the Grantee attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for until the Restricted Shares to the Company or other designee of the Company Period (the “Escrow Holder”as defined below) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock has lapsed with respect to the Restricted Shares, or until such time as this Agreement no longer is in effect. The Participant Upon such time as the Restricted Period has lapsed pursuant to the schedule set forth in Section 4 below and subject to the forfeiture provisions of Section 6 below, the escrow agent shall be deemed promptly deliver to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Grantee the Restricted Shares and for in the purpose of exercising any voting rights relating escrow agent’s possession belonging to such Restricted Shares the Grantee in accordance with the Shareholders Agreement and certificate of incorporation and bylaws terms of the CompanyJoint Escrow Instructions, even if some either in certificated or book entry form, and the escrow agent shall be discharged of all of further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such Restricted Shares have not yet vested and been released from the Repurchase Rightsif so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes of facilitating To insure the enforcement availability for delivery of the provisions of this AgreementGrantee’s Restricted Shares, the Participant Grantee hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Shares, if any, forfeited by the Grantee pursuant to Section 7 below and shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate and deposit with the Secretary of the Company, or such other person designated by the Company, the Restricted Shares, together with the stock assignment duly endorsed in the form blank, attached hereto as Exhibit A, (ii) an instrument whether the Restricted Shares are held in certificated form or in book entry. The Restricted Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of transfer in the form Company and the Grantee attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for until the Restricted Shares to the Company or other designee of the Company Period (the “Escrow Holder”as defined below) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock has expired with respect to the Restricted Shares, or until such time as this Agreement no longer is in effect. The Participant Upon such time as the Restricted Period has expired pursuant to Section 4 below and subject to the forfeiture and Restricted Period termination provisions of Sections 6 and 7 below, the escrow agent shall be deemed promptly deliver to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Grantee the Restricted Shares and for in the purpose of exercising any voting rights relating escrow agent’s possession belonging to such Restricted Shares the Grantee in accordance with the Shareholders Agreement and certificate of incorporation and bylaws terms of the CompanyJoint Escrow Instructions, even if some either in certificated or book entry form, and the escrow agent shall be discharged of all of further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such Restricted Shares have not yet vested and been released from the Repurchase Rightsif so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in Grantee’s name a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the restrictions on such Restricted Shares expire as contemplated in Sections 2 or 3 of facilitating this Agreement or the enforcement Restricted Shares are forfeited as described in Section 4 of this Agreement. If the provisions Company certificates the Restricted Shares, Grantee shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, the Participant shallif applicable, immediately upon execution of this Agreement, deliver until such time as (ia) an Assignment Separate From Certificate in the form attached hereto as Exhibit A, (ii) an instrument of transfer in the form attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share a certificate or certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for the Restricted Shares are delivered to Grantee, (b) the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue are otherwise transferred to remain subject Grantee free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder Company may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect issue to the transactions contemplated Grantee a receipt evidencing the certificates held by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder it which are registered in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination name of the Repurchase Right, the Company will, without further order or instruction, transmit Grantee. In addition to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions other legends that may be paid with respect to required by applicable law or otherwise, each such stock certificate shall bear the legends substantially as follows: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND ENDEAVOUR INTERNATIONAL CORPORATION. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF ENDEAVOUR INTERNATIONAL CORPORATION, LOCATED AT 0000 XXXXXX XXXXXX, SUITE 1600, HOUSTON, TEXAS 77002. The legend shall not be removed from the certificate evidencing Restricted Shares and for until such time as the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares restrictions thereon have not yet vested and been released from the Repurchase Rightslapsed. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes of facilitating To insure the enforcement availability for delivery of the provisions of this AgreementGrantee’s Restricted Shares, the Participant Grantee hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Shares, if any, forfeited by the Grantee pursuant to Section 7 below and shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate and deposit with the Secretary of the Company, or such other person designated by the Company, the Restricted Shares, together with the stock assignment duly endorsed in the form blank, attached hereto as Exhibit A, (ii) an instrument whether the Restricted Shares are held in certificated form or in book entry. The Restricted Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of transfer in the form Company and the Grantee attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for until the Restricted Shares to the Company or other designee of the Company Period (the “Escrow Holder”as defined below) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock has expired with respect to the Restricted Shares, or until such time as this Agreement no longer is in effect. The Participant Upon such time as the Restricted Period has expired pursuant to the schedule set forth in Section 4 below and subject to the forfeiture and Restricted Period termination provisions of Section 6 and Section 7 below, the escrow agent shall be deemed promptly deliver to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Grantee the Restricted Shares and for in the purpose of exercising any voting rights relating escrow agent’s possession belonging to such Restricted Shares the Grantee in accordance with the Shareholders Agreement and certificate of incorporation and bylaws terms of the CompanyJoint Escrow Instructions, even if some either in certificated or book entry form, and the escrow agent shall be discharged of all of further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such Restricted Shares have not yet vested and been released from the Repurchase Rightsif so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes of facilitating To ensure that the enforcement of the provisions transfer restrictions of this AgreementAmendment are enforced, upon exercise of an Accelerated Option, the Participant shall, immediately upon execution of this Agreement, Company shall deliver (i) an Assignment Separate From Certificate in and deposit with the form attached hereto as Exhibit A, (ii) an instrument of transfer in the form attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for the Restricted Shares to the Company or other designee Corporate Secretary of the Company (the “Escrow Holder”) to hold in escrow for so long as such the share certificates representing the Restricted Shares. The Restricted Shares continue to remain subject and stock assignment shall be held by the Escrow Holder, pursuant to the Repurchase Right. The Participant and the Company agree that Joint Escrow Instructions of the Company and any other Escrow Holder will not be liable to any party to this Agreement Optionee attached hereto as Exhibit A, until such time as the transfer restrictions expire. (or to any other partyb) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act it may do or omission taken by Xxxxxx Holder omit to do with respect to holding the Restricted Shares in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel or a court orderits judgment. (bc) The certificatesWhen all or a portion of the Restricted Shares have been released from the transfer restriction, forms and other documents delivered by upon request the Participant Escrow Holder shall deliver the certificate to the Company Optionee or to be held in escrow pursuant the Optionee’s brokerage account. (d) Subject to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Rightterms hereof, the Company will, without further order or instruction, transmit to Optionee shall have all the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock shareholder with respect to the Restricted Shares. The Participant shall be deemed Shares while they are held in escrow, including without limitation, the right to be vote the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for to receive any cash dividends declared thereon. If, from time to time during the purpose period of exercising transfer restriction, there is (i) any voting rights relating to such stock dividend, stock split or other change in the Restricted Shares in accordance with Shares, or (ii) any merger or sale of all or substantially all of the Shareholders Agreement and certificate of incorporation and bylaws assets or other acquisition of the Company, even if some any and all new, substituted or all additional securities to which the Optionee is entitled by reason of such the Optionee’s ownership of the Restricted Shares have not yet vested shall be immediately subject to this escrow, deposited with the Escrow Holder and been released from the Repurchase Rightsincluded thereafter as “Restricted Shares” for purposes of this Amendment. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes of facilitating the enforcement of the provisions of this Agreement, the Participant shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate in the form attached hereto as Exhibit A, (ii) an instrument of transfer in the form attached hereto as Exhibit B, each executed (with date and number of The Restricted Shares blank) shall be held by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for the Restricted Shares to Secretary of the Company or other his designee of the Company (the “Escrow Holder”) ), along with the Assignment Separate from Certificate attached hereto as Exhibit B executed by the direct shareholder of the Restricted Shares until the expiration of the Company’s option to hold in escrow for so long as repurchase such Restricted Shares continue to remain as set forth above. However, any of the Restricted Shares which have been released from the Company’s Repurchase Option shall be no longer subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court orderescrow hereunder. (b) The certificates, forms and other documents delivered Escrow Holder is hereby directed to permit transfer of the Restricted Shares only in accordance with this Agreement . In the event further instructions are desired by the Participant Escrow Holder, it shall be entitled to rely upon directions executed by a majority of the authorized number of the Company’s Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (c) If the Company or any assignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option has been exercised or expires or a portion of the Restricted Shares have been released from such Repurchase Option, upon any Founder’s request, the Escrow Holder shall promptly cause a new certificate to be issued for such released Restricted Shares and shall deliver such certificate to the Company Holding Entity. (e) Subject to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Rightterms hereof, the Company will, without further order or instruction, transmit to Founders and the Participant Holding Entity shall have all the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock beneficial owner with respect to the Restricted Shares. The Participant shall be deemed Shares while they are held in escrow, including, without limitation, the right to be vote the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for receive any cash dividends or distributions declared thereon. If, from time to time during the purpose term of exercising the Company’s repurchase option, there is (i) any voting rights relating to such share dividend, share split or other change in the Restricted Shares in accordance with Shares, or (ii) any merger or sale of all or substantially all of the Shareholders Agreement and certificate of incorporation and bylaws assets or other acquisition of the Company, even if some any and all new, substituted or all additional securities to which the Founder is entitled by reason of such his beneficial ownership of the Restricted Shares have not yet vested shall be immediately subject to this escrow, deposited with the Escrow Holder and been released from the Repurchase Rights. (c) Upon the termination included thereafter as Restricted Shares for purposes of this Agreement and the Company’s Repurchase Right, repurchase option. Appropriate adjustments to reflect the Company shall, within three (3) business days, release the Deposit exchange or distribution of such securities or property shall be made to the Participantnumber and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Repurchase Option, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same.

Escrow of Restricted Shares. (a) For purposes of facilitating To insure the enforcement availability for delivery of the provisions of this AgreementExecutive’s Restricted Shares, the Participant Executive hereby appoints the Secretary of the Company, or any other person designated by the Board of Directors of the Company (the “Board”) as escrow agent, as his attorney-in-fact to assign and transfer unto the Company such Restricted Shares, if any, forfeited by the Executive pursuant to Section 6 below and shall, immediately upon execution of this Agreement, deliver (i) an Assignment Separate From Certificate and deposit with the Secretary of the Company, or such other person designated by the Board, the certificates representing the Restricted Shares, together with the stock assignment duly endorsed in the form blank, attached hereto as Exhibit A, (ii) an instrument whether the Restricted Shares are held in certificated form or in book entry. The share certificates representing the Restricted Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of transfer in the form Company and the Executive attached hereto as Exhibit B, each executed (with date and number of Restricted Shares blank) by the Participant with respect to such Restricted Shares, to the Company to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(s) for until the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Xxxxxx Holder in good faith reliance on such documents, the advice of counsel or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock Period has lapsed with respect to the Restricted Shares, or until such time as this Agreement no longer is in effect. The Participant shall be deemed to be Upon such time as the holder for purposes of receiving any dividends and/or distributions that may be paid Restricted Period has with respect to such any Restricted Shares lapsed pursuant to the schedule set forth in Section 4 below and for subject to the purpose forfeiture and Restricted Period termination provisions of exercising any voting rights relating Section 6 below, the escrow agent shall promptly deliver to such the Executive the share certificates representing those Restricted Shares in the escrow agent’s possession belonging to the Executive in accordance with the Shareholders Agreement and certificate of incorporation and bylaws terms of the CompanyJoint Escrow Instructions, even if some either in certificated or book entry form, and the escrow agent shall be discharged of all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsfurther obligations hereunder. (c) Upon the termination of the Company’s Repurchase Right, the Company shall, within three (3) business days, release the Deposit to the Participant.

Escrow of Restricted Shares. (a) For purposes To ensure the availability for delivery of facilitating the enforcement of the provisions of this AgreementUnvested Restricted Shares upon forfeiture in accordance with Section 2 or Section 3, the Participant Grantee shall, immediately upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (ithe “Escrow Holder”) an Assignment Separate From Certificate the share certificate(s) representing the Unvested Restricted Shares, together with corresponding stock assignment(s), in the form attached hereto as Exhibit A, (iiduly endorsed in blank. The Unvested Restricted Shares and stock assignment(s) an instrument shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of transfer in the form Company and Grantee attached hereto as Exhibit B, each executed until either (with date and number of i) those Unvested Restricted Shares blankare forfeited in accordance with Section 2 or Section 3 or (ii) by the Participant with respect to such Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, to the Company to hold in escrow for so long as such which thereby become Vested Restricted Shares continue to remain subject to the Repurchase Right. To the extent that the Administrator has determined that Share certificates will be issued in connection with Shares issued under the Plan, the Participant shall also deliver the certificate(sShares. (b) for the Restricted Shares to the Company or other designee of the Company (the “Escrow Holder”) to hold in escrow for so long as such Restricted Shares continue to remain subject to the Repurchase Right. The Participant and the Company agree that the Company and any other Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless such Escrow Holder is negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will shall not be liable for any act that he or omission taken by Xxxxxx Holder she may do or omit to do with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith reliance on such documents, and in the advice exercise of counsel his or a court order. (b) The certificates, forms and other documents delivered by the Participant to the Company to be held in escrow pursuant to this Section 4 shall be collectively referred to hereinafter as the “Deposit”. Upon the termination of the Repurchase Right, the Company will, without further order or instruction, transmit to the Participant the certificate(s) evidencing such Restricted Shares. Notwithstanding the foregoing, the Participant shall, during all times in which the Participant duly holds the Restricted Shares, exercise all rights and privileges of a holder of Common Stock with respect to the Restricted Shares. The Participant shall be deemed to be the holder for purposes of receiving any dividends and/or distributions that may be paid with respect to such Restricted Shares and for the purpose of exercising any voting rights relating to such Restricted Shares in accordance with the Shareholders Agreement and certificate of incorporation and bylaws of the Company, even if some or all of such Restricted Shares have not yet vested and been released from the Repurchase Rightsher judgment. (c) Upon the termination forfeiture of all or any of the Company’s Repurchase RightUnvested Restricted Shares to the Company in accordance with Section 2 or Section 3, the Company shallEscrow Holder, within three (3) business daysupon receipt of written notice from the Company, release shall take all steps necessary to accomplish the Deposit transfer of those Unvested Restricted Shares to the ParticipantCompany. (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the Unvested Restricted Shares, the Escrow Holder shall promptly deliver to Grantee the certificate(s) representing those Vested Restricted Shares.