Common use of Escrow of Unvested Shares Clause in Contracts

Escrow of Unvested Shares. As security for the Participant’s faithful performance of the terms of this Agreement (including Section 2) and to insure the availability for delivery of the Participant’s Stock upon execution of the Reacquisition Right, the Participant agrees to the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and the Company hereby authorize and direct the Corporate Secretary of the Company or the Corporate Secretary’s designee (“Escrow Agent”) to hold the documents delivered to Escrow Agent pursuant to the terms of this Agreement, in accordance with the following Joint Escrow Instructions: (a) As provided in Section 2 above, in the event of the termination of the Participant’s Service, the Company shall pursuant to the Reacquisition Right, automatically reacquire for no consideration all Unvested Shares, as of the date of such termination, unless the Company elects to waive such right as to some or all of the Unvested Shares. If the Company elects to waive the Reacquisition Right, the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable following the date of termination of Service in accordance with the terms of this Agreement and the notice of waiver, if any. (b) Vested Shares shall be delivered to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property subject to the Agreement, Escrow Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, as applicable. (d) The Participant irrevocably authorizes the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated herein. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of the Company (or the Secretary’s designee, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person as successor Xxxxxx Agent and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (n) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations of this Agreement apart from those in this Section 6. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

Escrow of Unvested Shares. As security for the ParticipantXxxxxx’s faithful performance of the terms of this Agreement (including Section 2) and to insure the availability for delivery of the ParticipantHolder’s Stock Unvested Shares upon execution exercise of the Reacquisition RightRepurchase Option herein provided for, Xxxxxx agrees, at the Participant agrees closing hereunder, to deliver to and deposit with the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and the Company hereby authorize and direct the Corporate Secretary of the Company or the Corporate Secretary’s designee designee, including the person or entity named in Joint Escrow Instructions of the Company and Holder attached to this Agreement as Exhibit B and incorporated by this reference (“Joint Escrow Instructions”), as Escrow Agent in this transaction (“Escrow Agent”), one stock assignment duly endorsed (with date and number of shares blank) in the form attached to hold this Agreement as Exhibit C, together with a certificate or certificates evidencing all Unvested Shares that are subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions, which instructions shall also be delivered to the Escrow Agent at the closing hereunder. Xxxxxx acknowledges that the Escrow Agent is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Xxxxxx agrees that Xxxxxx Agent shall not be liable to any party hereof (or to any other party). Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Xxxxxx agrees that if the Escrow Agent resigns as Xxxxxx Agent for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as Escrow Agent pursuant to the terms of this Agreement, in accordance with the following Joint Escrow Instructions: (a) As provided in Section 2 above, in the event of the termination of the Participant’s Service, the Company shall pursuant to the Reacquisition Right, automatically reacquire for no consideration all Unvested Shares, as of the date of such termination, unless the Company elects to waive such right as to some or all of the Unvested Shares. If the Company elects to waive the Reacquisition Right, the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable following the date of termination of Service in accordance with the terms of this Agreement and the notice of waiver, Xxxxxx agrees that if any. (b) Vested Shares shall be delivered to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property subject to the Agreement, Escrow Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, as applicable. (d) The Participant irrevocably authorizes the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated herein. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of the Company (or the resigns as Secretary’s designee, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person successor Secretary shall serve as successor Xxxxxx Agent and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent pursuant to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (n) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations terms of this Agreement apart from those in this Section 6Agreement. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

Escrow of Unvested Shares. As security For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s), if certificated, for the ParticipantShares subject to the Company’s faithful performance Reacquisition Right described in Section 3(b), to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Attachment A-1 executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement (including Section 2) and to insure Agreement. Purchaser hereby acknowledges that the availability for delivery of the Participant’s Stock upon execution of the Reacquisition Right, the Participant agrees to the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and the Company hereby authorize and direct the Corporate Secretary of the Company Company, or the Corporate Secretary’s designee designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (“Escrow Agent”) or to hold any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the documents delivered Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Company shall have the power to Escrow Agent appoint a successor to serve as escrow holder pursuant to the terms of this Agreement, in accordance with the following Joint Escrow Instructions: (a) As provided in Section 2 above, in the event of the termination of the Participant’s Service. Alternatively, the Company shall pursuant in its sole discretion, may elect not to issue any certificate representing the Unvested Shares and instead document Purchaser’s interest therein by registering such shares of Common Stock with the Company’s transfer agent (or another custodian selected by the Company) in book entry form in Purchaser’s name with the applicable restrictions noted in the book-entry system, in which case certificate(s) representing all or a part of shares of Common Stock will not be issued unless and until the Reacquisition Right, automatically reacquire for no consideration all Unvested Shares, as of the date of such termination, unless the Company elects to waive such right as to some or all of the Unvested Shares. If the Company elects to waive the Reacquisition Right, the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable following the date of termination of Service in accordance with the terms of this Agreement and the notice of waiver, if any. (b) Vested Shares shall be delivered to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property subject to the Agreement, Escrow Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, as applicable. (d) The Participant irrevocably authorizes the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute Right with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated hereinUnvested Shares has lapsed. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of the Company (or the Secretary’s designee, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person as successor Xxxxxx Agent and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (n) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations of this Agreement apart from those in this Section 6. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

Escrow of Unvested Shares. As security for the Participant’s faithful performance of the terms of this Agreement (including Section 2a) and to insure To ensure the availability for delivery of the Participant’s Stock Unvested Shares upon execution of the Reacquisition Right, the Participant agrees repurchase pursuant to the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and Repurchase Option, Purchaser hereby directs the Company hereby authorize to deliver to and direct deposit with the Corporate Company's Secretary of or another escrow agent designated by the Company or (the Corporate Secretary’s designee (“"Escrow Agent”") to hold all share certificates representing the documents delivered to Unvested Shares, together with the stock assignment duly endorsed in blank, in the form attached hereto as Exhibit I. The Unvested Shares and stock assignment shall be held by the Escrow Agent pursuant to the terms Joint Escrow Instructions executed by the Company and Purchaser in the form attached hereto as Exhibit 2. (b) If one or more Option Holder(s) exercises the Repurchase Option, the Escrow Agent, upon receipt of this Agreementwritten notice of such exercise from the Option Holders, shall take all steps contemplated by the Joint Escrow Instructions to accomplish the transfer of the Shares, and upon closing shall promptly cause certificate(s) to be issued for the Shares thus repurchased and shall deliver such certificates to the Option Holders in accordance with the following Joint Escrow Instructions:their respective rights. (ac) As provided in If the Repurchase Option expires unexercised or a portion of the Shares is otherwise released from the Repurchase Option, the Escrow Agent shall upon written request and reasonable confirmation, cause a new certificate to be issued for the released Shares and shall deliver the certificate to Purchaser as contemplated by Section 2 3 above. (d) If, during the term of the Repurchase Option, there is (i) any stock dividend, stock split, stock combination, or other capital adjustment in the event Shares (a "Capital Adjustment"), or (ii) any merger or sale of the termination of the Participant’s Service, the Company shall pursuant to the Reacquisition Right, automatically reacquire for no consideration all Unvested Shares, as of the date of such termination, unless the Company elects to waive such right as to some or substantially all of the Unvested Shares. If assets or other acquisition of the Company elects (a "Major Transaction"), all new, substituted or additional (or lesser) securities to waive which Purchaser thereby becomes entitled by reason of Purchaser's ownership of the Reacquisition RightUnvested Shares shall be immediately subject to the escrow, deposited with the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice included thereafter as soon as practicable following the date of termination of Service in accordance with the terms "Shares" for purposes of this Agreement and the notice Repurchase Option. Pending exercise of waiverthe Repurchase Option, if any. (b) Vested Shares Purchaser shall be delivered enjoy the voting and dividend rights of a shareholder as to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property Shares subject to the Agreement, Escrow Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, as applicable. (d) The Participant irrevocably authorizes the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder Repurchase Option and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated hereinrestrictions applicable thereto. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of the Company (or the Secretary’s designee, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person as successor Xxxxxx Agent and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (n) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations of this Agreement apart from those in this Section 6. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

Escrow of Unvested Shares. As security for the ParticipantPurchaser’s faithful performance of the terms of this Agreement (including Section 2) and to insure the availability for delivery of the ParticipantPurchaser’s Stock Unvested Shares upon execution exercise of the Reacquisition RightRepurchase Option herein provided for, Purchaser agrees, at the Participant agrees closing hereunder, to deliver to and deposit with the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and the Company hereby authorize and direct the Corporate Secretary of the Company or the Corporate Secretary’s designee designee, including the person or entity named in Joint Escrow Instructions of the Company and Purchaser attached to this Agreement as Exhibit C and incorporated by this reference (“Joint Escrow Instructions”), as Escrow Agent in this transaction (“Escrow Agent”), one stock assignment duly endorsed (with date and number of shares blank) in the form attached to hold this Agreement as Exhibit D, together with a certificate or certificates evidencing all Unvested Shares that are subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions, which instructions shall also be delivered to the Escrow Agent at the closing hereunder. Purchaser acknowledges that the Escrow Agent is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that Escrow Agent shall not be liable to any party hereof (or to any other party). Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Escrow Agent resigns as Escrow Agent for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as Escrow Agent pursuant to the terms of this Agreement, in accordance with . Purchaser agrees that if the following Joint Escrow Instructions: (a) As provided in Section 2 above, in the event Secretary of the termination of the Participant’s ServiceCompany resigns as Secretary, the Company successor Secretary shall pursuant to the Reacquisition Right, automatically reacquire for no consideration all Unvested Shares, serve as of the date of such termination, unless the Company elects to waive such right as to some or all of the Unvested Shares. If the Company elects to waive the Reacquisition Right, the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable following the date of termination of Service in accordance with the terms of this Agreement and the notice of waiver, if any. (b) Vested Shares shall be delivered to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property subject to the Agreement, Escrow Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, as applicable. (d) The Participant irrevocably authorizes the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated herein. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of the Company (or the Secretary’s designee, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person as successor Xxxxxx Agent and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (n) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations terms of this Agreement apart from those in this Section 6Agreement. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

Escrow of Unvested Shares. (a) As security for the Participant’s Employee's faithful performance of the terms of Employee's obligations under this Agreement (including Section 2) and to insure 5, the availability for delivery Employee agrees, immediately upon receipt of the Participant’s stock certificates evidencing the Shares, to deliver such certificates, together with a separate Stock upon execution Power and Assignment Separate from Stock Certificate ("Stock Power") executed by the Employee (with the date and number of Shares left blank) for each stock certificate representing the Reacquisition RightShares, the Participant agrees to the following “Joint Escrow” and “Joint Escrow Instructions,” and the Participant and the Company hereby authorize and direct the Corporate Secretary of the Company or other designee of the Corporate Secretary’s designee Company (“"Escrow Agent”) Holder"), who is hereby appointed to hold the documents delivered such certificates and Stock Powers in escrow and to Escrow Agent pursuant take all such actions and to the terms of this Agreement, in accordance with the following Joint Escrow Instructions: (a) As provided in Section 2 above, in the event of the termination of the Participant’s Service, the Company shall pursuant to the Reacquisition Right, automatically reacquire for no consideration effectuate all Unvested Shares, as of the date such transfers and/or releases of such termination, unless the Company elects to waive such right Shares as to some or all of the Unvested Shares. If the Company elects to waive the Reacquisition Right, the Company will give the Participant and Escrow Agent a written notice specifying the number of Unvested Shares not to be reacquired. The Participant and the Company hereby irrevocably authorize and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable following the date of termination of Service are in accordance with the terms of this Agreement and Agreement. All of the notice Shares will be released from escrow upon termination of waiverthe Repurchase Option. Upon request of the Employee, if anythe Escrow Holder shall arrange with the Company for the release of any Vested Shares. (b) Vested Shares shall be delivered to the Participant upon the Participant’s request given in the manner provided for in this Agreement for providing notice. (c) At any closing involving the transfer or delivery of some or all of the property subject to the Agreement, The Escrow Agent is directed (i) to date any stock assignments necessary Holder will act solely for the transfer in question, (ii) to fill in the number of shares being transferred, Company as its agent and (iii) to deliver the same, together with the certificate, if any, evidencing the shares of Stock to be transferred, to the Participant or the Company, not as applicable. (d) a fiduciary. The Participant irrevocably authorizes Employee and the Company to deposit with agree that the Escrow Agent the certificates, if any, evidencing shares of Stock to be held by Xxxxxx Agent hereunder and any additions and substitutions to such shares as specified in this Agreement. The Participant hereby irrevocably constitutes and appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction contemplated herein. (e) This escrow shall terminate upon the expiration or application in full of the Reacquisition Right and the completion of the tasks contemplated by these Joint Escrow Instructions. (f) If at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property belonging to the Participant, Escrow Agent shall deliver all of same to the Participant and shall be discharged of all further obligations hereunder. (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto. (h) Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Participant while acting in good faith and any act done or omitted by Escrow Agent pursuant to the advice of Xxxxxx Agent’s own attorneys shall be conclusive evidence of such good faith. (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders, judgments, decrees or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court, Escrow Agent shall Holder will not be liable to any of the parties hereto party to this Agreement (or to any other personparty) for any actions or omissions, firm, or corporation and the Escrow Holder shall be indemnified and held harmless by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction. (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow Agent. (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary of Employee and the Company (or the Secretary’s designeefor all liability, if applicable) or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company or any other person as successor Xxxxxx Agent costs and the Participant hereby confirm the appointment of such successor or successors as the Participant’s attorney-in-fact and agent to the full extent of such successor Xxxxxx Agent’s appointment. (m) If Escrow Agent reasonably requires other or further instruments expenses incurred in connection with these Joint the Escrow Instructions Holder's carrying out of its duties under this Section 5.4, except for any liability, costs or obligations expenses arising from the Escrow Holder's gross negligence or intentionally fraudulent acts or omissions in respect heretocarrying out its duties under this Section 5.4. The Escrow Holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may rely on the necessary parties hereto shall join in furnishing such instruments. (n) It is understood advice of counsel and agreed that should obey any dispute arise order of any court with respect to the delivery and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of such securities until such dispute shall have been settled either transactions contemplated by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedingsthis Agreement. (o) By signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of the Joint Escrow Instructions; Escrow Agent does not become a party to any other rights and obligations of this Agreement apart from those in this Section 6. (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to properly advise Escrow Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with Xxxxxx Agent’s obligations hereunder. (q) These Joint Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.