Common use of Escrow Shares Clause in Contracts

Escrow Shares. If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, ; (ii) each Make Good Pledgor covenants and agrees not to sell any Escrow Shares for thirty (30) days after the release of the Escrow Shares; and (iiiii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent receives will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement. If the number of shares of Common Stock required to be delivered to the Investors hereunder exceeds the number of Escrow Shares, then the Lead Investor shall notify the Make Good Pledgor of such fact in writing and upon such notification, the Make Good Pledgor shall promptly deposit into escrow hereunder an additional 3,000,000 shares of Common Stock held by the Make Good Pledgor. Under no circumstances shall the Make Good Pledgor be required to deposit more than an additional 3,000,000 shares into escrow hereunder. In the event that the rights of the Investor Agent under Section 4 and the rights of the Investors under Section 5 of this Agreement all terminate, the Investor Agent shall give a communication requiring notice to Escrow Agent, which indicates that the conversion rest of Escrow Shares are to be returned to the Make Good Pledgor, then the Escrow Agent will promptly deliver the rest amount of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the at Escrow Agent shall solicit and follow thereof to the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any in accordance with instructions provided by the Make Good Pledgor at such conversion or exchangetime.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company consent to any such transfer and will provide to the Investors and to the Transfer Agent written confirmation of such consent, and each of the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible responsible, respectively, for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor the Company covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor the Company to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgorthe Company. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor Company and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good PledgorCompany. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgorthe Company; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor The Company shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Indemnitor in accordance with this Make Good Agreement, (i) each the Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyIndemnitor, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i7(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the CompanyIndemnitor’s name and deliver the same as provided herein or otherwise directed in writing by the Indemnitor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Stock Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each The Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Indemnitor hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Indemnitor. The Escrow Agent shall not take any action which could impair Indemnitor’s rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. (a) If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each the Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor's name and deliver the same as provided herein or otherwise directed in writing by the applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange; provided, however, that the portion of the taxes attributable to the conversion of the Escrow Shares can be paid from, and deducted from, the proceeds to be redeposited into the Escrow Account. (b) Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors' rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Make Good Agreement.

Escrow Shares. If any The Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of Agent shall hold the Escrow Shares from Make Good Pledgor to until the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt first anniversary of the documents referenced consummation of a "BUSINESS COMBINATION" (as defined in Section 6(i)the Registration Statement) (such period, the Company and "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Company. Until such time as (if at all) the Escrow Shares are required Underwriters do not exercise their over-allotment option in full, up to be delivered in accordance with this Make Good Agreement, any dividends payable in respect 468,750 of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent receive dividends shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or voting materialsthe surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such items shall not be held entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, but shall be passed immediately on that such transaction is then being consummated, release the Escrow Shares to the Make Good Pledgor Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall not be invested or held for any time longer than is needed to effectively re-route such items have no further duties hereunder with respect to the Make Good Pledgor. If Escrow Shares after the Escrow Agent receives a communication requiring the conversion disbursement or destruction of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchangein accordance with this Section 3.1.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the relevant portion of the Escrow Shares from such Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the applicable Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the applicable Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the applicable Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the applicable Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each The Make Good Pledgor Pledgors shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the Applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company in accordance with HFG pursuant to this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyHFG, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with pursuant to this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any (a) The Escrow Shares shall be used by Buyer to satisfy Damages which are deliverable subject to Sellers’ indemnification to Buyer under Section 8.2. Following the Company in accordance with this Make Good Agreementprocedures of Section 8.5, (i) each Make Good Pledgor covenants all Indemnity Claims received and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so resolved in accordance with Section 2, and (ii) following its receipt 8.5 prior to the third anniversary of the documents referenced Closing Date (the “Escrow Termination Date”) shall reduce the Escrow Shares then retained by Buyer by an amount equal to the amount paid or otherwise incurred by Buyer, including all expenses incurred as defined in Section 6(i)8.5, divided by the Company and Indemnity Stock Price and, if the Preferred Stock has not been converted as of that time, then divided by 100. Buyer shall not be able to reclaim Escrow Agent covenant and agree Shares once released to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Sellers even if there are not enough remaining Escrow Shares to satisfy the CompanyIndemnity Claim. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the The Escrow Shares shall be retained by each Make Good Pledgor. Should allocated among the Sellers in the percentages set forth on Exhibit A, all in accordance with the terms and conditions of the Escrow Agent receive dividends or voting materialsAgreement to be entered into at the Closing between Buyer, such items shall not be held by the Sellers’ Representative appointed pursuant to Section 9.19 and Continental Stock Transfer & Trust Company (“Continental”), as Escrow Agent, but shall be passed immediately on in the form annexed hereto as Exhibit J (the “Escrow Agreement”). (b) Buyer will promptly notify Sellers’ Representative in writing if Buyer desires to the Make Good Pledgor and shall not be invested or held for deduct any time longer than is needed to effectively re-route such items to the Make Good PledgorEscrow Shares (a “Claim Notice”). If the Escrow Agent receives Sellers’ Representative fails to give a communication requiring written objection as to a Claim Notice to Buyer within thirty (30) days after that Claim Notice is given to Sellers’ Representative, Buyer may pay the conversion of Indemnity Claim and reduce the Escrow Shares pursuant to cash subsection (a) above. If Sellers’ Representative timely objects in writing, Buyer will not pay the Claim or the exchange of be entitled to reduce the Escrow Shares for that purpose until a resolution is reached by Buyer and Sellers’ Representative in accordance with the procedure set forth in Article 8. If Sellers’ Representative and Buyer are unable to agree as to the payment of an acquiring companyany Claim pursuant to Article 8, Sellers’ Representative and Buyer shall each have the Escrow Agent shall solicit and follow right to arbitrate the written instructions resolution of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchangedisputed Indemnity Claim.

Escrow Shares. If any Escrow (a) A number of Total TranSwitch Common Shares are deliverable equal to 10% of the quotient obtained by dividing the Aggregate Consideration by the Average Price (rounded up to the Company nearest whole share) (such shares are the "Indemnification --------------- Escrow Shares") will be deposited and held in escrow in accordance with this Make Good the ------------- Escrow Agreement attached as Exhibit 2.2 (the "Escrow Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents") as are customarily executed the first ---------------- source, but not the sole source, of indemnification payments that may become due to evidence and consummate TranSwitch pursuant to Article X. The number of Indemnification Escrow Shares to be so withheld from the transfer Total TranSwitch Common Shares otherwise distributable to each of the holders of the Outstanding Horizon Shares shall be equal to 10% of the quotient obtained by dividing the Aggregate Consideration for such Stockholder by the Average Price. The delivery of the Indemnification Escrow Shares from Make Good Pledgor to will be made on behalf of the Company, to holders of the extent not done so Outstanding Horizon Shares in accordance with Section 2the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. (iib) following its receipt A number of the documents referenced in Section 6(iTotal TranSwitch Common Shares equal to 50% of the quotient obtained by dividing the Aggregate Consideration by the Average Price (which number shall include the Indemnification Escrow Shares), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares rounded up to the Company. Until such time as nearest whole share (if at allthe "Goals Escrow Shares") the Escrow Shares are required to will be delivered deposited and ------------------- held in escrow in accordance with this Make Good the Escrow Agreement as the sole source of payments that may become due to TranSwitch pursuant to Article XI. The number of Goals Escrow Shares (excluding the Indemnification Escrow Shares that will be added to the Goals Escrow Shares as provided in the Escrow Agreement), any dividends payable in respect to be so withheld from the Total TranSwitch Common Shares otherwise distributable to each Stockholder hereunder shall be equal to 40% of the quotient obtained by dividing the Aggregate Consideration for such Stockholder by the Average Price. The delivery of the Goals Escrow Shares will be made on behalf of the holders of the Outstanding Horizon Shares in accordance with the provisions hereof, with the same force and all voting rights applicable effect as if such shares has been delivered by TranSwitch directly to such holders and subsequently delivered to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the Stock Purchase Agreement and in accordance with this Make Good Agreement, (i) each the Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent transfer agent so that the Transfer Agent transfer agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Stock Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each The Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Purchasers in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyPurchasers, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the CompanyPurchaser’s name and delivers the same as provided herein or otherwise directed in writing by the Purchasers. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Purchasers hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Purchasers. The Escrow Agent shall not take any action which could impair Purchasers’s rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each Make Good Pledgor Company covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor Company to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Company and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor Company and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good PledgorCompany. If Assuming the Company provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Company to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent receives will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement. In the event that the rights of the Investor Agent under Section 4 of this Agreement all terminate, the Investor Agent shall give a communication requiring notice to Escrow Agent, which indicates that the conversion rest of Escrow Shares are to be returned to the Company, then the Escrow Agent will promptly deliver the rest amount of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the at Escrow Agent shall solicit and follow thereof to the written Company in accordance with instructions of each Make Good Pledgor; provided that by the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any Company at such conversion or exchangetime.

Escrow Shares. If any of the Actual Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants covenant and agrees agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Actual Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, Investors and (ii) following its receipt of the documents referenced in Section 6(i)6, the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Actual Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Actual Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Actual Escrow Shares and all voting rights applicable to the Actual Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Actual Escrow Shares to cash or the exchange of the Actual Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If 3.1. GoAmerica hereby agrees to provide to the Escrow Agent, within three (3) business days after the date hereof, one or more stock certificates representing the number of Escrow Shares to be held in escrow by the Escrow Agent. Each stock certificate so deposited on behalf of Flash shall be issued in the name of the Escrow Agent, as escrow agent for GoAmerica and Flash. The Escrow Agent acknowledges and agrees, as transfer agent and registrar for GoAmerica, to use its best efforts to process such certificates on behalf of GoAmerica within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall include the initial Escrow Shares deposited by GoAmerica and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or other distributions of any kind made in respect to the Escrow Shares, except cash dividends which shall be paid directly to Flash (the "Additional Escrow Account"), shall be held in escrow pursuant to this Agreement; provided, however, that Flash shall have the voting rights with respect to the Escrow Shares so long as such Escrow Shares are deliverable held in escrow. GoAmerica shall take any and all reasonable and necessary steps to allow the Company in accordance with exercise of such voting rights. While the Escrow Shares remain subject to this Make Good Agreement, (i) each Make Good Pledgor covenants Flash shall retain and agrees shall be able to execute exercise all such instruments other incidents of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer ownership of the Escrow Shares from Make Good Pledgor that are not inconsistent with the terms and conditions hereof. 3.3. Flash shall be responsible for any tax liability and tax reporting obligations attributable to (a) the Companyplacement of the Escrow Shares in the Escrow Account and (b) the payment of any dividends, to the extent not done so in accordance paid, or other amounts payable to Flash with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree respect to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should provide the Escrow Agent receive dividends with executed and completed Internal Revenue Service Forms W-9. 3.4. Except as contemplated hereunder, no Escrow Shares or voting materialsany beneficial interest therein may be pledged, such items shall not hypothecated, or permitted to suffer any lien or encumbrance by Flash or the Shareholders, including by operation of law, or be held taken or reached by the Escrow Agentany legal or equitable process in satisfaction of any debt or other liability of Flash or any Shareholder, but shall be passed immediately on prior to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If date the Escrow Agent receives a communication requiring the conversion of is required to deliver the Escrow Shares to cash or Flash in accordance with the exchange terms of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchangethis Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants covenant and agrees agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, Investors and (ii) following its receipt of the documents referenced in Section 6(i)6, the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each the Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, Agreement (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided that (i) the cash or exchanged shares are instructed to be redeposited into an escrow account controlled by the Escrow AccountAgent, and (ii) the cash is instructed to be deposited into a newly established, non-interest-bearing bank account at the branch of the bank selected by the Escrow Agent. Each The Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 25, and (ii) following its receipt of the documents referenced in Section 6(i5(c), the Company and Make Good Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Make Good Escrow Agent receive dividends or voting materials, such items shall not be held by the Make Good Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each The Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any the Escrow Shares are deliverable to the Company Investors pursuant to in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate required by the transfer of the Escrow Shares from Make Good Pledgor to the CompanySPA, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i)Xxxxx, the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good PledgorXxxxx. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor Xxxxx and shall not be invested or held for any time longer than is needed to effectively re-route such items to Xxxxx. In the Make Good Pledgor. If the event that Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good PledgorXxxxx; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor Xxxxx shall be responsible for all taxes resulting from any such conversion or exchange. Assuming Xxxxx provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of Xxxxx to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees the Company each covenant and agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor or the Company, as applicable to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to that are shares of Common Stock in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good PledgorPledgor or the Company, as applicable, depending on who contributed such shares. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor or the Company, as applicable, depending on who contributed such shares and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good PledgorPledgor or the Company. If In the event that the Escrow Agent receives a communication requiring the conversion of all or any of the Escrow Shares to cash or the exchange of all or any of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good PledgorPledgor or the Company, as applicable depending on who contributed such shares; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchangeexchange of Escrow Shares contributed by the Make Good Pledgor.

Escrow Shares. If any Escrow Shares are deliverable to the Company HFG in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyHFG, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in HFG’s name and delivers the Companysame as directed by HFG. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. a. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each the Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the applicable Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each the Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each If the Company shall at any time after the date hereof (A) declare and pay a dividend or make a distribution on Common Stock, or (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, or (C) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, or (D) make any other similar changes to its share capital, the Investors shall be entitled to receive the proportionately adjusted number of Make Good Shares and all dividends and other distributions made on the Make Good Shares that the Investors would have received had the Investors received such Make Good Shares at their applicable Closing. The Make Good Pledgor shall be responsible for all taxes of the Company, the Make Good Pledgor, or any Investor resulting from any such conversion conversion, exchange or exchangeadjustment. b. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the Stock Purchase Agreement and in accordance with this Make Good Agreement, (i) each Make Good the Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good the Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 22 of this Agreement, and (ii) following its receipt of the documents referenced in Section 6(i)clause (i) above, the Company and the Escrow Agent covenant and agree to cooperate with the Transfer Agent Company’s transfer agent so that the Transfer Agent Company transfer agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investors’ names and delivers the same as directed by such Investors. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good the Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good the Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good The Pledgor shall be responsible for all taxes resulting from any such conversion or share exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Make Good Beneficiaries in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyMake Good Beneficiaries, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Make Good Beneficiary’s name and delivers the same as provided herein or otherwise directed in writing by the applicable Make Good Beneficiary. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Make Good Beneficiaries hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Make Good Beneficiaries. The Escrow Agent shall not take any action which could impair the Make Good Beneficiaries’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the SPA and in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the SPA and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, (i) each Make Good Pledgor Pledgors covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor Pledgors to the CompanyInvestors, to the extent not done so in accordance with Section 25, and (ii) following its receipt of the documents referenced in Section 6(i)5, the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers reissues such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as directed by such Investor. Until such time as (if at all) the Escrow Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good PledgorPledgors. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor Pledgors and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchangePledgors.

Escrow Shares. If any Escrow Shares are deliverable to the Company HFG in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the CompanyHFG, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyname of HFG or as otherwise directed in writing by HFG. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, (i) any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should Pledgor and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good Pledgor; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgor provides good and valid title to the Escrow Shares to be transferred and delivered on behalf of the Make Good Pledgor to HFG hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will pass to HFG. The Escrow Agent shall not take any action which could impair HFG’s rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

Escrow Shares. If any Escrow Shares are deliverable to the Company Investors in accordance with this Make Good Agreement, (i) each Each of the Make Good Pledgor Pledgors covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Escrowed Shares from the Make Good Pledgor Pledgors to the CompanyInvestors, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent may promptly transfers reissue such Escrow Shares to in the Companyapplicable Investor’s name and delivers the same as provided herein or otherwise directed in writing by the Applicable Investors. Until such time as (if at all) the Escrow Escrowed Shares are required to be delivered in accordance with pursuant to this Make Good Agreement, (i) any dividends payable in respect of the Escrow Escrowed Shares and all voting rights applicable to the Escrow Escrowed Shares shall be retained by each Make Good Pledgor. Should Pledgors and (ii) should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor Pledgors and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good PledgorPledgors. If In the event that the Escrow Agent receives a communication requiring the conversion of the Escrow Escrowed Shares to cash or the exchange of the Escrow Escrowed Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each the Make Good PledgorPledgors; provided provided, that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each The Make Good Pledgor Pledgors shall be responsible for all taxes resulting from any such conversion or exchange. Assuming the Make Good Pledgors provide good and valid title to the Escrowed Shares to be transferred and delivered on behalf of the Make Good Pledgors to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Escrowed Shares, good and valid title to the Escrowed Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrowed Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.