Common use of Escrow Shares Clause in Contracts

Escrow Shares. (a) In consideration of the Setup Fee (as defined in Section 2.6 below), Escrow Holder agrees to accept delivery of a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration of the Setup Fee (as defined in Section 2.6 below)connection with each Committed Draw Down Notice, Escrow Holder agrees to accept delivery of a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing shall have deposited with the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder Agent, in accordance with the terms of this the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. An executive officer For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall personally pay transfer at least 5,000,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow which additional Shares shall be deemed to be “Transferred Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder ” for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver applicable Committed Draw Down). On the Escrow Shares as follows: (i) upon Escrow Holder’s business day following receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Committed Draw Down Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares Purchaser shall be delivered and distributed as instructed make payment in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by amount set forth in the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow applicable Committed Draw Down Notice to the Company; or (iv) upon ’s designated account by wire transfer of immediately available funds, provided that the fifth anniversary of the date hereof, if all of Shares were deposited with the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(iAgent in accordance with this Section 6.03(b). Notwithstanding the foregoing, (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow with respect to the Company. (c) In Committed Draw Down on the event First Draw Down Date, the parties acknowledge and agree that maximum number of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, that the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow be required to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering deposit with the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms Agent in satisfaction of this Agreement, if ever, the Escrow Shares Section 6.03(b) shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow 18,700,000 Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, Section 6.03(f) is amended by deleting it in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionits entirety.

Escrow Shares. (a) In consideration At or following the First Merger Effective Time and in accordance with the Business Combination Agreement, Pubco agrees to deposit with the Escrow Agent 2,000,000 Ordinary Shares of Pubco (“Escrow Shares”). The Escrow Agent shall hold, for the Setup Fee benefit of each Company Shareholder (as defined below) set forth in Section 2.6 below)Schedule 3 of this Agreement, such number of Escrow Holder agrees to accept delivery of Shares as set forth opposite such Company Shareholder’s name under Schedule 3 as a stock certificate of the Company to be issued book-entry position registered in the name of “Xxxxxxxxx Escrow, Inc., Continental Stock Transfer & Trust as escrow agent” representing Escrow Agent for the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with benefit of ________________.” (b) During the terms term of this Agreement. An executive officer of , Company Shareholders shall not have the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance right to exercise any voting rights with respect to any of the Escrow Shares. The With respect to any matter for which the Escrow Shares are duly authorizedpermitted to vote, and when delivered the Escrow Agent shall vote, or cause to be voted the Escrow Holder for Shares in the consideration provided for same proportion that the number of Ordinary Shares of Pubco owned by all Company Shareholders are voted. In the absence of notice as to the proportion that the number of Ordinary Shares of Pubco owned by all other Company Shareholders are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. As used in this Agreement, the term “Company Shareholders” refers to the Persons who were shareholders of the Company immediately prior to the First Merger Effective Time or their respective Affiliates to which the rights under this Agreement have been assigned as set forth herein, will be validly issued and outstanding, fully paid and nonassessable. (bc) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how Any dividends paid with respect to deliver and distribute the Escrow Shares, the Escrow Shares shall be deemed part of the escrow and be delivered to the Escrow Agent to be held in a bank account and distributed as instructed be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all name of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the CompanyAgent. (d) In the event Escrow Holder is prohibited by order of a court any share split, reverse share split, share dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of competent jurisdiction (whether shares, liquidation, spin-off or not such order is appealable) from delivering the Escrow Sharesother similar change in capitalization or event, then Escrow Holder shall forthwith mail a copy of such order or any distribution to the Company. (e) Following the release and delivery ordinary shareholders of the Escrow Shares to Xx Xxxxxx under the terms of this AgreementPubco, if everother than a regular cash dividend, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by appropriately adjusted on a pro rata basis and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection consistent with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionAgreements.

Escrow Shares. (a) In consideration Immediately before the Effective Time, the Company shall deposit in escrow 23,503,979 shares of the Setup Fee (as defined in Section 2.6 below), Escrow Holder agrees to accept delivery of a stock certificate ordinary shares of the Company to be issued (the “Escrow Shares”) with the Escrow Agent. Upon receipt of the Escrow Shares, the Escrow Agent shall acknowledge receipt of the Escrow Shares and shall hold the Escrow Shares as a book-entry position registered in the name of “Xxxxxxxxx EscrowContinental Stock Transfer & Trust Company as Escrow Agent”. (b) During the term of this Agreement, Inc.each Pre-Closing Company Shareholder shall be shown as the registered owner of its Pro Rata Portion of the Escrow Shares on the books and records of the Company, as escrow agent” representing the and shall be entitled to exercise voting rights with respect to such Escrow Shares. The Any dividends or distributions or other income paid or otherwise accruing to the Escrow Shares shall be deemed part of the escrow hereunder and be delivered and distributed to the Escrow Agent to be held in the Escrow Account maintained by the Escrow Holder Agent in the name of the Escrow Agent until such Escrow Shares are disbursed from the Escrow Account in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a saleany share split, mergerreverse share split, consolidationshare dividend, liquidation reorganization, recapitalization, reclassification, combination, exchange of shares or dissolution other like change with respect to the number of ordinary shares of the Company during such outstanding after the date hereof and prior to the time as when the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow delivered to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release Pre-Closing Company Shareholders in accordance with terms and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if everconditions set forth herein, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by appropriately adjusted on a pro rata basis and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection consistent with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration of Simultaneously with the Setup Fee (as defined in Section 2.6 below), Escrow Holder agrees to accept execution and delivery of this Agreement, Purchaser shall deposit in escrow 4,000,000 shares of its common stock (the “Escrow Shares”) with the Escrow Agent. The Escrow Agent shall hold the Escrow Shares as a stock certificate of the Company to be issued book-entry position registered in the name of “Xxxxxxxxx Escrow, Inc., Continental Stock Transfer & Trust as escrow agent” representing Escrow Agent for the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with benefit of the terms Stockholders Representative”. (b) During the term of this Agreement. An executive officer of , neither the Company Stockholders Representative nor the Purchaser shall personally pay have the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance right to exercise any voting rights with respect to any of the Escrow Shares. The With respect to any matter for which the Escrow Shares are duly authorizedpermitted to vote, and when delivered the Escrow Agent shall vote, or cause to be voted, the Escrow Holder for Shares in the consideration provided for hereinsame proportion that the number of common shares owned by all other stockholders of the Purchaser are voted. In the absence of notice as to the proportion that the number of common shares of owned by all other stockholders of the Purchaser are voted, will be validly issued and outstanding, fully paid and nonassessablethe Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (bc) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how Any dividends paid with respect to deliver and distribute the Escrow Shares, the Escrow Shares shall be deemed part of the escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and distributed as instructed be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all name of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the CompanyAgent. (d) In the event Escrow Holder is prohibited by order of a court any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of competent jurisdiction (whether shares, liquidation, spin-off or not such order is appealable) from delivering the Escrow Sharesother similar change in capitalization or event, then Escrow Holder shall forthwith mail a copy of such order or any distribution to the Company. (e) Following the release and delivery holders of the Escrow Shares to Xx Xxxxxx under common stock of the terms of this AgreementPurchaser, if everother than a regular cash dividend, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by appropriately adjusted on a pro rata basis and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection consistent with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this the Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration The Escrow Agent shall hold the Escrow Shares until the first anniversary of the Setup Fee consummation of a "BUSINESS COMBINATION" (as defined in Section 2.6 belowthe Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder agrees to accept delivery does not provide written instructions within ninety days after the consummation of a stock certificate 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 be issued in Section 6.6 hereof that the name of “Xxxxxxxxx EscrowCompany has been liquidated at any time during the Escrow Share Period, Inc., as escrow agent” then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares. The Escrow Shares shall be delivered ; provided further, however, that if, after the Company consummates a Business Combination and distributed by Escrow Holder the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in accordance with any of the terms of this Agreement. An executive officer security holders of the Company shall personally pay or such entity having the Company (without reimbursement from the Company) on behalf of right to exchange their securities for cash, securities or other property, then the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorizedAgent will, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed certificate, executed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to deliver and distribute the Escrow SharesAgent, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdictionthat such transaction is then being consummated, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be Common Holders immediately prior and subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent consummation of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriterstransaction so that they can similarly participate. In order to reflect the restrictions on disposition of the The Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and Agent shall have no further obligations as Escrow Holder except duties hereunder with respect to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead after the disbursement or otherwise dispose destruction of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionthis Section 3.1.

Escrow Shares. (a) In consideration At or prior to the Closing, the Issuer and the Shareholder Representative shall enter into an escrow agreement (the "Indemnity Escrow Agreement") with an escrow agent reasonably acceptable to the Issuer and the Shareholder Representative (the "Indemnity Escrow Agent"), substantially in the form of Exhibit E attached hereto. At the Closing, the Issuer shall issue and deliver to the Indemnity Escrow Agent to hold pursuant to the terms of the Setup Fee (as defined in Section 2.6 below), Indemnity Escrow Holder agrees to accept delivery of a Agreement stock certificate of the Company to be certificates issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” each Principal Company Shareholder representing the number of shares of Issuer Common Stock (the "Indemnity Escrow Shares") otherwise issuable to such Principal Company Shareholder in the Share Exchange, but not delivered to such Principal Company Shareholder at the Closing pursuant to Section 1.05(a)(ii)(A). The In connection with such deposit of the Indemnity Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Indemnity Escrow Agent, each Principal Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, Shareholder will be validly issued deemed to have received and outstanding, fully paid and nonassessabledeposited with the Indemnity Escrow Agent such number of shares of Issuer Common Stock. (b) At or prior to the Closing, the Principal Company Shareholders and the Shareholder Representative shall enter into an escrow agreement (the "Expense Escrow Holder Agreement"; and together with the Indemnity Escrow Agreement, the "Escrow Agreements") with an escrow agent reasonably acceptable to the Principal Company Shareholders and the Shareholder Representative (the "Expense Escrow Agent"), substantially in the form of Exhibit F attached hereto. At the Closing, the Issuer shall release issue and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Expense Escrow Shares have not been delivered Agent to hold pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreementthe Expense Escrow Agreement stock certificates issued in the name of each Principal Company Shareholder representing the number of shares of Issuer Common Stock (the "Expense Escrow Shares") otherwise issuable to such Principal Company Shareholder in the Share Exchange, if ever, but not delivered to such Principal Company Shareholder at the Closing pursuant to Section 1.05(a)(ii)(B). In connection with such deposit of the Expense Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933Expense Escrow Agent, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the each Principal Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares Shareholder will be endorsed deemed to have received and deposited with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery Expense Escrow Agent such number of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionIssuer Common Stock.

Escrow Shares. Prior to the Effective Date, Parent shall appoint a bank or trust company or other entity reasonably satisfactory to the Company Shareholder Representative to act as the escrow agent (a) In consideration of the Setup Fee (as defined in Section 2.6 below"Escrow Agent"), and shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit C (the "Escrow Holder agrees Agreement"). On the Closing Date, Parent shall deliver to accept delivery of the Escrow Agent a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow Shares. The Escrow Shares shall be delivered and distributed held by the Escrow Holder in accordance with Agent exclusively for the purpose of satisfying, on an exclusive basis, the Company Shareholders' indemnity obligations pursuant to Section 9.2(a) hereof. Except to the extent such shares are to be released pursuant to the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf and conditions of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow SharesAgreement, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed held by the Company Escrow Agent for a period of a final and non-appealable order from a court of competent jurisdiction, along with a copy twelve (12) months after the Closing Date (the "Escrow Period"). The Escrow Shares that have not been released pursuant to the Escrow Agreement prior to the termination of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares Period shall be delivered and distributed as instructed by to Company Shareholders promptly following the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all expiration of the Escrow Period, such that each Company Shareholder will receive its Pro Rata Portion to be Paid of the remaining Escrow Shares. All Escrow Shares have that are not been delivered released to Company Shareholders at the expiration of the Escrow Period shall be promptly released by the Escrow Agent upon the final determination of Claims by Parent pursuant to Sections 2.1(b)(i), (iiSection 9.2(a) or (iii) above, that are outstanding at the end of the Escrow Holder shall automatically release Period and deliver any remaining Escrow Shares then held in escrow payment of shares due to the Company. (c) In Company Shareholder Representative pursuant to Section 2.15(e). During the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as period in which the Escrow Shares are held retained in escrow, the Company Shareholders shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow be entitled to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering vote the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject entitled to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of sharesreceive cash dividends, if any, Xx Xxxxxx is granted paid thereon pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose terms of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionAgreement.

Escrow Shares. (a) In consideration Upon Closing, Parent shall deliver the Escrow Shares to the Escrow Agent to be held as collateral to secure any Claims of the Setup Fee (as defined in Parent Indemnified Parties pursuant to Article VII or Parent pursuant to Section 2.6 below2.3(c), Escrow Holder agrees to accept delivery of a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow Shares. The Escrow Shares shall will be delivered and distributed held by the Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) Agent on behalf of the Participating Stockholders until the date that is 12 months after the Closing Date (the “Escrow Holder Period”), after which the consideration of $250 for issuance of remaining Escrow Fund, if any, shall be delivered to the Escrow Shares. The Escrow Shares are duly authorizedExchange Agent, and when delivered into the Indemnification Consideration Exchange Fund, to Escrow Holder for be distributed to the consideration provided for hereinParticipating Stockholders in accordance with their respective Participating Stockholder Pro Rata Percentages. Each Participating Stockholder agrees, will be validly issued without any further act of such Participating Stockholder, to have consented to and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver approved the use of the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed collateral as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) set forth herein. In the event of that Parent declares a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow dividend on Parent Ordinary Shares, then Escrow Holder shall forthwith mail a copy of such order with respect to the Company. (e) Following the release and delivery of the Escrow any Parent Ordinary Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated held as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition part of the Escrow Shares, the stock certificate representing the Escrow Parent shall pay any dividends payable with respect to such Parent Ordinary Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary hereinExchange Agent, and in no event shall to the release and delivery Indemnification Consideration Exchange Fund, for the benefit of the Participating Stockholders upon the expiration of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx Period and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionthe Participating Stockholders’ respective Participating Stockholder Pro Rata Percentages.

Escrow Shares. Each Company Stockholder shall deliver an Assignment Separate from Certificate in the form attached hereto as Exhibit E, in blank, to the Escrow Agent, to hold such Assignment Separate from Certificate, along with the certificate(s) evidencing the Escrow Shares (a) In consideration of if the Setup Fee (as defined in Section 2.6 belowEscrow Shares are certificated), Escrow Holder agrees in escrow and to accept delivery of a stock certificate of the Company take all such actions and to be issued in the name of “Xxxxxxxxx Escrow, Inc., effectuate all such transfers and/or releases as escrow agent” representing the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder are in accordance with the terms of this Agreement. An executive officer of the Each Company shall personally pay the Company (without reimbursement from the Company) on behalf of Stockholder that executes or otherwise approves this Agreement acknowledges by such execution or approval that the Escrow Holder Agent, is so appointed as the consideration of $250 for issuance of 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. 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. Each Company Stockholder that executes or otherwise approves this Agreement agrees by such execution or approval that if the Escrow Shares. The Escrow Shares are duly authorizedAgent, and when delivered resigns as escrow holder for any or no reason, Acquiror’s board of directors shall have the power to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. appoint a successor (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow reasonably satisfactory to the Company; or (ivStockholders’ Agent) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered to serve as escrow holder pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, . The applicable Company Stockholder will be shown as the registered owner of the applicable Escrow Shares on the certificate(s) evidencing such Escrow Shares (if ever, the Escrow Shares are certificated) and on the books and records of Acquiror and shall be subject have all rights with respect to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the such Escrow Shares without during the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from in which such shares have not been transferred or repurchased and after the effective date of such registration statement as may be requested are held by the Company escrow holder (including, without limitation, the right to vote such shares and the right to receive on a current basis any cash dividends or other distributions made with respect to such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares), except the stock certificate representing right of possession or Transfer thereof. The parties hereto agree that the Escrow Shares will be endorsed with applicable Company Stockholder is the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery owner of the Escrow Shares issued to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the such Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx Stockholder pursuant to this Section 2.1(f), Escrow Holder shall not deliver Agreement and held by the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionescrow holder.

Escrow Shares. (a) In consideration Prior to the Effective Time, Parent, the Escrow Agent and the Stockholder Representative shall enter into the Escrow and Indemnity Agreement in the form attached hereto as Exhibit C (the "ESCROW AND INDEMNITY AGREEMENT") to establish an escrow of certain shares of Parent Common Stock to fund certain indemnification obligations of the Setup Fee Stockholders of Target (as defined in Section 2.6 belowthe "ESCROW"), Escrow Holder agrees to accept delivery . Approval of a stock certificate this Agreement by the Stockholders of Target at the Target Meeting shall constitute approval of (i) the establishment of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing Escrow contemplated by the Escrow Shares. The and Indemnity Agreement, (ii) the appointment of the Escrow Shares shall be delivered Agent and distributed the Stockholder Representative and (iii) the actions taken by the Stockholder Representative and the Escrow Holder Agent in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of Agreement and the Escrow Holder and Indemnity Agreement, as the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessablecase may be. (b) Escrow Holder shall release As soon as practicable after the Effective Time, and deliver in any event within five (5) business days after the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow SharesEffective Time, the Escrow Shares shall (plus a proportionate share of any additional shares of Parent Common Stock as may be delivered and distributed as instructed issued with respect to the Escrow Balance upon any stock splits, stock dividends or other recapitalizations effected by Parent following the Effective Time), without any act of any Stockholder of Target, will be deposited in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed with the Escrow Agent, such deposit to be governed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute terms set forth in the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any Indemnity Agreement. The portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant applicable to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event each Stockholder of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations Target shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything proportion to the contrary herein, in no event shall the release and delivery aggregate number of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof)Parent Common Stock which such holder would otherwise be entitled under Section 2.1. If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.The Escrow

Escrow Shares. (a) In consideration of To the Setup Fee (as defined in extent that an Acquiror Company Indemnified Person makes any claim for indemnification pursuant to Section 2.6 below)10.1, Escrow Holder agrees to accept delivery of it shall make a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing claim against the Escrow Shares. The Escrow Shares In the event that any Acquiror Company Indemnified Person sustains or incurs Losses for which it is entitled to indemnification under Section 10.1, such Losses shall be delivered and distributed recovered or paid by Escrow Holder in accordance with the terms forfeiture of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount that number of Escrow Shares then held in escrow to representing the Company; or (iv) upon the fifth anniversary amount of the date hereof, if such claim until such Losses are paid or until all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company forfeited. The period during such time as which claims for Losses may be made against the Escrow Shares are held in escrowshall commence at the Closing and terminate on the date that is twelve (12) months after the date of this Agreement (the “Escrow Period”). Notwithstanding anything contained herein to the contrary, the Company Escrow Agent shall deliver a written notice signed by the Company of continue to retain such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery portion of the Escrow Shares to Xx Xxxxxx under at the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition conclusion of the Escrow Shares, the stock certificate representing the Period as shall be necessary to satisfy any unresolved or unsatisfied claims for Losses hereunder until such claims for Losses have been resolved or satisfied. Any Escrow Shares will be endorsed with that have not been forfeited to satisfy the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of sharesShareholders’ indemnity obligations, if any, Xx Xxxxxx is granted shall be released from escrow and returned to the Shareholders pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares the Share Escrow Agreement. For purposes of determining the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all number of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except be forfeited to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose satisfy an indemnity obligation of the Shareholders, the value per Escrow Shares in accordance with a final and nonShare shall be equal to the 5-appealable order from a court day trailing VWAP on the day of competent jurisdictionforfeiture.

Escrow Shares. (a) In consideration of the Setup Fee (as defined in Section 2.6 below)The Initial Escrow Shares, together with any Additional Escrow Holder agrees to accept delivery of a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing Shares and the Escrow Shares. The True Up Shares that are deposited with the Escrow Shares shall be delivered and distributed by Escrow Holder Agent in accordance with the terms provisions of Section 2.2(f) below (the Initial Escrow Shares, the Additional Escrow Shares and the Escrow True Up Shares, collectively, the “Escrow Shares”) shall secure the obligations of the Seller arising under Article VII of this Agreement. An executive officer of At the Company shall personally pay the Company (without reimbursement from the Company) on behalf expiration of the Escrow Holder the consideration of $250 for issuance Period, any portion of the Escrow Shares. The Shares still held by Escrow Shares are duly authorizedAgent, in respect of which there is no pending claim under Article VII and when that is not being retained to satisfy Seller’s indemnification obligations pursuant to Article VII of this Agreement and as provided for in the Escrow Agreement, shall promptly be delivered to Escrow Holder for the consideration provided for hereinSeller. Dividends and distributions, will be validly issued and outstandingincluding additional shares of Aether Common Stock paid as dividends, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute on the Escrow Shares, shall additionally be deposited with the Escrow Shares shall Agent to be delivered and distributed as instructed in held thereby during the Joint Notice; Escrow Period to secure the obligations of Seller arising under Article VII of this Agreement (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, together with such dividends and distributions, collectively, the Escrow Shares “Indemnification Holdback”). All such dividends and distributions, and interest earned thereon, shall be delivered to that party (i.e. Purchaser or Seller) to whom the underlying shares of Aether Common Stock on which such dividends or distribution were paid are delivered, simultaneously with the delivery of such Aether Common Stock. The Escrow Agent’s fees and distributed as instructed by expenses accrued throughout the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all term of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares Agreement shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 borne by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONPurchasers.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration Prior to the Effective Time, Parent, the Escrow Agent and the Stockholder Representative shall enter into the Escrow and Indemnity Agreement in the form attached hereto as Exhibit C (the "ESCROW AND INDEMNITY AGREEMENT") to establish an escrow of certain shares of Parent Common Stock to fund certain indemnification obligations of the Setup Fee Stockholders of Target (the "ESCROW"). Approval of this Agreement by the Stockholders of Target at the Target Meeting shall constitute approval of (i) the establishment of the Escrow contemplated by the Escrow and Indemnity Agreement, (ii) the appointment of the Escrow Agent and the Stockholder Representative and (iii) the actions taken by the Stockholder Representative and the Escrow Agent in accordance with this Agreement and the Escrow and Indemnity Agreement, as defined the case may be. (b) As soon as practicable after the Effective Time, and in Section 2.6 belowany event within five (5) business days after the Effective Time, the Escrow Shares (plus a proportionate share of any additional shares of Parent Common Stock as may be issued with respect to the Escrow Balance upon any stock splits, stock dividends or other recapitalizations effected by Parent following the Effective Time), without any act of any Stockholder of Target, will be deposited in the Escrow Holder agrees with the Escrow Agent, such deposit to accept delivery of a stock certificate be governed by the terms set forth in the Escrow and Indemnity Agreement. The portion of the Company Escrow Shares applicable to each Stockholder of Target shall be issued in proportion to the name aggregate number of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow Sharesshares of Parent Common Stock which such holder would otherwise be entitled under Section 2.1. The Escrow Shares shall be delivered held by the Escrow Agent and distributed by Escrow Holder to Parent or the former Stockholders of Target in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the CompanyIndemnity Agreement. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as The right to receive the Escrow Shares are held in escrow, pursuant to the Company Escrow and Indemnity Agreement (i) shall deliver a written notice signed not be transferable by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery Stockholders of the Escrow Shares to Xx Xxxxxx under Target otherwise than (A) by will or (B) by the terms laws of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by descent and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, distribution and (2ii) such limitations shall not be in effect for such period represented by any form of time from certificate or instrument. The books and after the effective date records of such registration statement as may be requested by the Company or such underwriters. In order to Parent shall reflect the restrictions on disposition fact that the Stockholders of Target are the beneficial owners of the Escrow Shares, the stock certificate representing subject to the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONand Indemnity Agreement.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration Upon the Closing, subject to the terms and conditions set forth herein, PubCo shall cause each Company Shareholders to deposit a portion of its pro rata Closing Payment Stock in aggregate of 500,000 shares of Purchaser Common Stock (collectively, the “Escrow Shares”) to be held in escrow pursuant to Section 4.5(b) below until released if the requirements as set forth in Section 4.5(c) are achieved or otherwise forfeited and cancelled. (b) At or prior to the Merger, Parent, a representative that is duly appointed by the Company Shareholders as their representative (the “Shareholder Representative”) and an escrow agent reasonably acceptable to the Company and Parent (the “Escrow Agent”) shall enter into an escrow agreement, effective as of the Setup Fee Effective Time (as defined in Section 2.6 belowthe “Escrow Agreement”), Escrow Holder agrees pursuant to accept delivery of a stock certificate of which, at the Effective Time, PubCo shall cause the Company Shareholders to deposit with the Escrow Agent the Escrow Shares on a pro rata basis based on the number of Company Common Stock (other than Company Excluded Shares) they hold as of immediately prior to the Effective Time in a segregated escrow account (the “Escrow Account”), by book entry or otherwise, to be disbursed therefrom in accordance with this Agreement and the Escrow Agreement. The Escrow Shares will be issued in the name of “Xxxxxxxxx Escrowthe relevant Company Shareholder and remain as issued and outstanding on PubCo’s balance sheet and register of members and will be legally outstanding under the DGCL. Any dividends, Inc.distributions or other income paid on or otherwise accruing to the Escrow Shares shall be distributed by the Escrow Agent for payment to the Company Shareholders on a current basis. While the Escrow Shares are held in the Escrow Account, the Company Shareholders, as escrow agent” representing the registered shareholder, shall be entitled to vote all Escrow Shares. . (c) The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares released or otherwise forfeited as follows: (i) upon The Escrow Holder’s receipt of a joint written notice signed by both the Company Shares will become vested, and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute PubCo shall instruct the Escrow Shares, Agent to irrevocably and unconditionally release the Escrow Shares shall be delivered from the Escrow Account in accordance this Section 4.5(c)(i) and distributed the Escrow Agreement to the Company Shareholders with their respective portion as instructed set forth in the Joint Notice; (ii) Closing Consideration Spreadsheet if and only if, prior to or upon Escrow Holder’s receipt of a written notice signed by the Company of a final and nonone-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth year anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement U.S. Congress has granted Full Approval of the affordable connectivity program (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTACP Program”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to For the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms purpose of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than “Full Approval” means the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed approval by the Company (“Stop Transfer Notice”) stating that U.S. Congress for funding of no less than $4 billion for the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdictionACP Program.

Escrow Shares. (a) In consideration i. During the term of this Agreement, each Stockholder shall have the right to exercise any voting rights with respect to any of the Setup Fee Escrow Shares attributable to such Stockholder pursuant to the terms of the Merger Agreement (as defined in Section 2.6 below). Each Stockholder shall direct the Escrow Agent in writing as to the exercise of any such voting rights, and the Escrow Holder agrees Agent shall comply, to accept delivery the extent it is able to do so, with any such directions of a stock certificate such Stockholder. In the absence of such directions, the Escrow Agent shall not vote any of the Company shares comprising the Escrow Shares. ii. Any dividends paid with respect to the Escrow Assets shall be deemed part of the Escrow Assets and be delivered to the Escrow Agent to be issued held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow SharesAgent at one or more of the banks jointly approved by Remark and at least one Stockholder Representative (each, an “Approved Bank”). The Escrow Shares deposit of dividends in any of the Approved Banks shall be delivered and distributed by Escrow Holder in accordance with deemed to be at the terms of this Agreement. An executive officer direction of the Company shall personally pay Parties. At any time and from time to time, the Company (without reimbursement from the Company) on behalf of the Parties may direct Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: Agent by written notice (i) upon Escrow Holder’s receipt of a joint written notice signed by both to deposit the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along dividends with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i)specific Approved Bank, (ii) or not to deposit any new dividend amount in any Approved Bank specified in the notice and/or (iii) aboveto withdraw all or any of the dividends that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Holder Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Parties acknowledge and agree that such specified amount remains at the sole risk of the Parties prior to and after such withdrawal. Such withdrawn amounts shall automatically release and deliver be deposited with any remaining Escrow Shares then held Approved Bank specified in escrow to the Companynotice, or in the absence of such specification, any Approved Bank. (c) iii. In the event of a saleany stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, liquidation combination, exchange of shares, liquidation, spin-off or dissolution other similar change in capitalization or event, or any distribution to holders of the Company during such time as the Escrow Shares are held in escrowcommon stock of Remark, the Company shall deliver other than a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if everregular cash dividend, the Escrow Shares Assets under Section 2(a) above shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions appropriately adjusted on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONa pro rata basis.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration of the Setup Fee (as defined in Section 2.6 below), Escrow Holder The Parent agrees to accept delivery of deposit with the Escrow Agent 20,000,000 Earnout Shares. The Escrow Agent shall hold the Escrow Shares as a stock certificate of the Company to be issued book-entry position registered in the name of “Xxxxxxxxx Escrow, Inc., Continental Stock Transfer and Trust as escrow agent” representing Escrow Agent for the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder benefit of the Thunder Power Shareholders identified in accordance with Schedule 1 attached hereto. (b) During the terms term of this Agreement. An executive officer of , the Company Thunder Power Shareholders shall personally pay have the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance right to exercise any voting rights with respect to any of the Escrow Shares. The With respect to any matter for which the Escrow Shares are duly authorizedpermitted to vote, and when delivered the Escrow Agent shall vote, or cause to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver voted the Escrow Shares in the same proportion that the number of shares of Parent Common Stock owned by all other shareholders of Parent are voted. In the absence of notice from a Thunder Power Shareholder as follows:to the proportion that the number of shares of Common Stock of Parent owned by all other shareholders of the Parent are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) upon Any dividends paid with respect to the Escrow Holder’s receipt of a joint written notice signed by both Shares (together with the Company Escrow Shares and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute any other benefits or interests arising from the Escrow Shares, the “Escrow Asset”) shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (ii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of shares of Parent Common Stock other than a regular cash dividend, the Escrow Shares shall be delivered appropriately adjusted on a pro rata basis and distributed as instructed in consistent with the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy terms of the order, directing Escrow Holder how to deliver Merger Agreement and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Companythis Agreement. (c) In At the event of a saleClosing, mergerthe Parent shall cause to be deposited with the Escrow Agent the Earnout Shares to be held by the Escrow Agent in the Earnout Escrow Account. The Earnout Shares to be deposited in the Earnout Escrow Account shall be issued, consolidation, liquidation or dissolution on the basis of the Company during such time as Earnout Shares allocable to each Thunder Power Shareholder pursuant to an instruction letter (the “Closing Instruction Letter”), in a form mutually agreeable to the Parent, Thunder Power, and the Escrow Agent, in the name of the Thunder Power Shareholders entitled to receive the Earnout Shares are held pursuant to Section 3.3 of the Merger Agreement (in escrowrestricted book entry form), the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held as laid out in escrow to the CompanySchedule I hereof. (d) In Upon the event Escrow Holder is prohibited by order making of a court of competent jurisdiction (whether or not book entries for such order is appealable) from delivering Earnout Shares, the Escrow Shares, then Escrow Holder Agent shall forthwith mail send a copy written acknowledgement of such order its receipt to the CompanyParent and the Parent Stockholder Representatives. (e) Following During the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms term of this Agreement, if ever, the Escrow Agent shall hold the Earnout Shares in the Earnout Escrow Account and shall be not sell, transfer, dispose of, lend or otherwise subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent a Lien any of the Company Earnout Shares except until and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating extent that the Escrow Shares they are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares disbursed in accordance with a final Section III hereof. Except as the Parent and non-appealable order from a court of competent jurisdictionthe Parent Stockholder Representatives may otherwise agree in joint written instructions as provided in Section III hereof, no Earnout Shares may be withdrawn except as expressly provided in this Agreement.

Escrow Shares. (a) In consideration At Closing, Xx. Xxxxx Xxxxxx (“Xxxxxx”) and Xx. Xxxxxx Xxxxxxx (“Suchter”), two of the Setup Fee Stockholders (as defined in Section 2.6 belowcollectively, the “Escrow Stockholders”), shall deposit with the Escrow Holder agrees to accept delivery of a stock certificate of Agent (the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” Escrow Account”) certificates representing the Escrow Shares. The Shares in the amounts set forth on Exhibit A. This Agreement and the escrow created hereunder shall not become effective unless and until the certificates representing the Escrow Shares shall be delivered and distributed by Escrow Holder in accordance has been deposited with the terms of this AgreementEscrow Agent. An executive officer of During the Company shall personally pay the Company (without reimbursement from the Company) on behalf pendency of the Escrow Holder Account, the consideration of $250 for issuance Escrow Agent shall hold and keep such certificates representing the Escrow Shares in its possession and such shares shall not be sold, assigned, transferred, pledged, or otherwise hypothecated by it during the term of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessableAccount. (b) The Escrow Holder Agent shall release and deliver disburse the Escrow Shares Shares, as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during At such time as the Gross Profit Post-Closing Condition has been satisfied in full, on or before the second annual anniversary of the Closing, Social Reality and the Escrow Shares are held in escrow, Stockholders shall provide the Company shall deliver a Escrow Agent with written notice thereof, signed by Social Reality and the Company of such transaction. Upon Escrow Holder’s Stockholders, upon receipt of such written notice, same the Escrow Holder Agent shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery one-half of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement Stockholders in the amounts set forth on Exhibit A; and (ii) At such time as the “Restricted Stock Agreement”) dated as PMD Post-Closing Condition has been satisfied in full, on or before the second annual anniversary of September 2the Closing, 2008 by Social Reality and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations Stockholders shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of provided the Escrow SharesAgent with written notice thereof, the stock certificate representing signed by Social Reality and the Escrow Shares will be endorsed with Stockholders, upon receipt of same the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDEscrow Agent shall immediately deliver the one-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery half of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver Stockholders in the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.amounts set forth on Exhibit A; or

Escrow Shares. (a) In consideration Prior to the consummation of the Setup Fee (as defined Merger in Section 2.6 below)accordance with the Merger Agreement, the Company shall deposit in escrow with the Escrow Holder agrees to accept delivery Agent 23,503,979 shares of a stock certificate the ordinary shares of the Company to be issued (“Escrow Shares”). Upon receipt of the Escrow Shares, the Escrow Agent shall acknowledge receipt of the Escrow Shares and shall hold the Escrow Shares as a book-entry position registered in the name of “Xxxxxxxxx EscrowContinental Stock Transfer & Trust as Escrow Agent on behalf and for the benefit of Pre-Closing SVH Shareholders.” (b) During the term of this Agreement, Inc., as escrow agent” representing the each Pre-Closing SVH Shareholder shall be entitled to exercise voting rights with respect to such Escrow Shares. The With respect to any matter for which the Escrow Shares are permitted to vote, the Company Stockholder Representative shall direct the Escrow Agent to, and the Escrow Agent shall, vote or cause to be voted the Escrow Shares in accordance with such written direction from the Company Stockholder Representative. In the absence of any directions from the Company Stockholder Representative with respect to the Escrowed Shares attributable to any Pre-Closing SVH Shareholder, the Escrow Agent shall not vote any of the shares compromising the Escrow Shares attributable to such Pre-Closing SVH Shareholder. (c) Any dividends or distributions or other income paid or otherwise accruing to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and distributed be deposited in a non-interest bearing account to be maintained by the Escrow Holder Agent in the name of the Escrow Agent until such Escrow Shares are disbursed from such account in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court any stock split, reverse stock split, stock dividend, recapitalization, reclassification, reorganization, merger, consolidation, combination, exchange of competent jurisdiction (whether shares, liquidation, spin-off or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order other similar change in capitalization or event with respect to the Company. ordinary shares of the Company (e) Following the release “Company Shares”), or any distribution to holders of the Company Shares outstanding after the date hereof and delivery of prior to the time when the Escrow Shares are delivered to Xx Xxxxxx under the Pre-Closing SVH Shareholders in accordance with terms of this Agreementand conditions set forth herein, if everother than a regular cash dividend, the Escrow Shares shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by appropriately adjusted on a pro rata basis and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection consistent with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration i. During the term of this Agreement, the Stockholder Representatives shall have the right to exercise any voting rights with respect to shares comprising the Escrow Asset attributable to the Shareholders or the Executives, pursuant to the terms of the Setup Fee (Merger Agreement. The Stockholder Representatives shall direct the Escrow Agent in writing as defined in Section 2.6 below)to the exercise of any such voting rights, and the Escrow Holder agrees Agent shall comply, to accept delivery of a stock certificate the extent it is able to do so, with any such directions of the Company Stockholder Representatives. In the absence of such directions, the Escrow Agent shall not vote any of the shares comprising the Escrow Asset. ii. Any dividends paid with respect to the Escrow Asset shall be deemed part of the Escrow Asset and be delivered to the Escrow Agent to be issued held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow SharesAgent at one or more of the banks in Schedule 3 attached. The Escrow Shares deposit of dividends in any of the mutually agreed upon banks (“Approved Bank”) shall be delivered and distributed by Escrow Holder in accordance with deemed to be at the terms of this Agreement. An executive officer direction of the Company shall personally pay Parties. At any time and from time to time, the Company (without reimbursement from the Company) on behalf of the Parties may direct Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: Agent by written notice (i) upon Escrow Holder’s receipt of a joint written notice signed by both to deposit the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along dividends with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i)specific Approved Bank, (ii) or not to deposit any new dividend amount in any Approved Bank specified in the notice and/or (iii) aboveto withdraw all or any of the dividends that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Holder Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Parties acknowledge and agree that such specified amount remains at the sole risk of the Parties prior to and after such withdrawal. Such withdrawn amounts shall automatically release and deliver be deposited with any remaining Escrow Shares then held other Approved Bank or any Approved Bank specified by the Parties in escrow to the Companynotice. (c) iii. In the event of a saleany stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, liquidation combination, exchange of shares, liquidation, spin-off or dissolution other similar change in capitalization or event, or any distribution to holders of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery common stock of the Escrow Shares to Xx Xxxxxx under the terms of this AgreementPurchaser, if everother than a regular cash dividend, the Escrow Shares Asset under Section 2(a) above shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions appropriately adjusted on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONa pro rata basis.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. (a) In consideration i. During the term of this Agreement, each Seller shall have the right to exercise any voting rights with respect to any of the Setup Fee Escrow Shares attributable to such Seller pursuant to the terms of the Underlying Agreement (as defined in Section 2.6 below). The Sellers' Representative shall direct the Escrow Agent in writing as to the exercise of any such voting rights, and the Escrow Holder agrees Agent shall comply, to accept delivery of a stock certificate the extent it is able to do so, with any such directions of the Company Sellers’ Representative. In the absence of such directions, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. ii. Any dividends paid with respect to the Escrow Asset shall be deemed part of the Escrow Asset and be delivered to the Escrow Agent to be issued held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow SharesAgent at one or more of the banks jointly approved by Purchaser and Sellers’ Representative. The Escrow Shares deposit of dividends in any of the Approved Banks shall be delivered and distributed by Escrow Holder in accordance with deemed to be at the terms of this Agreement. An executive officer direction of the Company shall personally pay Parties. At any time and from time to time, the Company (without reimbursement from the Company) on behalf of the Parties may direct Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: Agent by written notice (i) upon Escrow Holder’s receipt of a joint written notice signed by both to deposit the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along dividends with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or (iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i)specific Approved Bank, (ii) or not to deposit any new dividend amount in any Approved Bank specified in the notice and/or (iii) aboveto withdraw all or any of the dividends that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Holder Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Parties acknowledge and agree that such specified amount remains at the sole risk of the Parties prior to and after such withdrawal. Such withdrawn amounts shall automatically release and deliver be deposited with any remaining Escrow Shares then held other Approved Bank or any Approved Bank specified by the Parties in escrow to the Companynotice. (c) iii. In the event of a saleany stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, liquidation combination, exchange of shares, liquidation, spin-off or dissolution other similar change in capitalization or event, or any distribution to holders of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Escrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Company. (e) Following the release and delivery common stock of the Escrow Shares to Xx Xxxxxx under the terms of this AgreementPurchaser, if everother than a regular cash dividend, the Escrow Shares Asset under Section 2(a) above shall be subject to that certain Restricted Common Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, 2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not sell or otherwise dispose or transfer the Escrow Shares without the prior written consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to reflect the restrictions appropriately adjusted on disposition of the Escrow Shares, the stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONa pro rata basis.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the contrary herein, in no event shall the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to any stock dividend, stock split, recapitalization or other adjustment affecting all of the Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that the Escrow Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further obligations as Escrow Holder except to disburse the Escrow Shares pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or otherwise dispose of the Escrow Shares in accordance with a final and non-appealable order from a court of competent jurisdiction.