Common use of Escrow Shares Clause in Contracts

Escrow Shares. (a) Logiq, Inc. agrees to deposit with the Escrow Agent 1,500,000 common shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) (the “Escrow Shares” on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental Stock Transfer and Trust as Escrow Agent for the benefit of DLQ, Inc. (b) During the term of this Agreement, DLQ, Inc. shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) Any dividends paid with respect 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 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 the common stock. of Collective Audience, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.

Escrow Shares. (a) Logiq, Inc. Parent agrees to deposit with the Escrow Agent 1,500,000 common 984,000 shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) Common Stock of Parent (the “Escrow Shares” ”) on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental Stock Transfer and Trust as Escrow Agent LPHL, for the benefit of DLQthe stockholders of Parent as of December 21, Inc.2018 other than LPHL, LPH Investments Limited and LPH II Investments Limited (the “Indemnitees”). (b) During the term of this Agreement, DLQ, Inc. LPHL shall not have, or have the exclusive right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned manner directed by all other shareholders of Collective Audience, Inc. are votedLPHL. In the absence of notice from Collective Audience, Inc. LPHL as to how to vote the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are votedEscrow Shares, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ic) Any dividends to be paid with respect to the Escrow Shares shall be deemed part paid by Parent, within the same period of the Escrow and be delivered time as dividends are paid to the Escrow Agent such other holders of shares of Common Stock of Parent, 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 AgentLPHL. (iid) In The number of Escrow Shares shall be appropriately adjusted 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 the common stock. of Collective AudienceCommon Stock, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.

Escrow Shares. (a) Logiq, Inc. agrees to deposit Simultaneously with the Escrow Agent 1,500,000 common execution and delivery of this Agreement, Purchaser shall deposit in escrow 4,000,000 shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) its common stock (the “Escrow Shares” on ”) with the date hereofEscrow Agent. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of “Continental Stock Transfer and & Trust as Escrow Agent for the benefit of DLQ, Inc.the Stockholders Representative”. (b) During the term of this Agreement, DLQ, Inc. neither the Stockholders Representative nor the Purchaser shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ic) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (iid) 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 the common stock. stock of Collective Audiencethe Purchaser, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsAgreement.

Escrow Shares. (a) Logiq, Inc. agrees Tuatara and the Tuatara Independent Directors agree to deposit with the Escrow Agent 1,500,000 common shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) (the “Escrow Shares” Shares on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of “Continental Stock Transfer and Trust & Trust” as Escrow Agent for the benefit of DLQ, Inc.Tuatara and the Tuatara Independent Directors. (b) During the term of this Agreement, DLQ, Inc. Agreement Tuatara and the Tuatara Independent Directors shall not have, or have have, the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. Tuatara owned by all other shareholders of Collective Audience, Inc. Tuatara are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. Tuatara are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ic) Any dividends paid with respect 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 be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (iid) 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 the common stock. stock of Collective AudienceTuatara, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsMerger Agreement and this Agreement.

Escrow Shares. On the effective date of the Merger (a) Logiqas defined in the Merger Agreement), Inc. agrees the Buyer shall instruct the Exchange Agent to deposit with deliver to the Escrow Agent 1,500,000 common shares of Collective Audiencea stock certificate, Inc. (f/k/a Abri SPAC I, Inc.) (the “Escrow Shares” on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered issued in the name of Continental Stock Transfer and Trust as the Escrow Agent for or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the benefit "Common Stock"), of DLQ, Inc. the Buyer (bthe "Escrow Shares") During to be held by the term Escrow Agent in accordance with the terms of this Agreement, DLQ, Inc. shall not have, or have the right to exercise any voting rights with . Any securities distributed in respect to of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. With Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect to any matter for which of the Escrow Shares are permitted to vote, shall promptly be released by the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that Exchange Agent for distribution to the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted, the Company Stockholders. The Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) Any dividends paid hereby agrees to act with respect to the Escrow Shares shall as hereinafter set forth. The Escrow Shares will 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 retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of the name Merger Agreement, any post-closing adjustment obligations to the Buyer pursuant to Section 1.10(f)(i) of the Merger Agreement. The Escrow Shares are not subject to any transfer restrictions, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any of the Escrow AgentShares. (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 the common stock. of Collective Audience, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.

Escrow Shares. (a) LogiqPrior to the consummation of the Merger in accordance with the Merger Agreement, Inc. agrees to the Company shall deposit in escrow with the Escrow Agent 1,500,000 common 23,503,979 shares of Collective Audience, Inc. the ordinary shares of the Company (f/k/a Abri SPAC I, Inc.) (the “Escrow Shares” on ”). Upon receipt of the date hereof. 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 “Continental Stock Transfer and & Trust as Escrow Agent on behalf and for the benefit of DLQ, Inc.Pre-Closing SVH Shareholders.” (b) During the term of this Agreement, DLQ, Inc. each Pre-Closing SVH Shareholder shall not have, or have the right be entitled to exercise any voting rights with respect to any of the such Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Company Stockholder Representative shall direct the Escrow Agent shall voteto, and the Escrow Agent shall, vote or cause to be voted the Escrow Shares in accordance with such written direction from the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are votedCompany Stockholder Representative. In the absence of notice any directions from Collective Audience, Inc. as the Company Stockholder Representative with respect to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are votedEscrowed Shares attributable to any Pre-Closing SVH Shareholder, the Escrow Agent shall not vote any of the shares comprising compromising the Escrow SharesShares attributable to such Pre-Closing SVH Shareholder. (ic) Any dividends or distributions or other income paid with respect 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 be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow AgentAgent until such Escrow Shares are disbursed from such account in accordance with the terms of this Agreement. (iid) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or eventevent with respect to the ordinary shares of the Company (the “Company Shares”), or any distribution to holders of the common stock. of Collective AudienceCompany Shares outstanding after the date hereof and prior to the time when the Escrow Shares are delivered to the Pre-Closing SVH Shareholders in accordance with terms and conditions set forth herein, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreementsthis Agreement.

Escrow Shares. (a) LogiqSimultaneously with the execution of this Agreement, Inc. agrees to Buyer shall deposit with the Escrow Agent 1,500,000 common (i) 390,244 shares of Collective AudienceBuyer’s common stock, Inc. par value $0.0001 (f/k/a Abri SPAC I, Inc.“BFI Common Stock”) (the “Purchase Price Adjustment Escrow Shares”) and (ii) 1,170,732 shares of BFI Common Stock (the “Indemnification Escrow Shares” on and, collectively with the date hereofPurchase Price Adjustment Escrow Shares, the “Escrow Shares”). The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental “Cardboard Box, LLC[Continental Stock Transfer and & Trust as Escrow Agent for the benefit of DLQ, Inc.Seller]”. (b) During the term of this Agreement, DLQSeller shall be treated as the holder of the Escrow Shares for voting purposes and, Inc. accordingly, shall not haveretain all of its rights as a stockholder of Buyer, or have including the right to exercise any voting rights with respect to any of vote or cause the Escrow Agent to vote such Escrow Shares. With respect to any matter , for which so long as the Escrow Shares are permitted to vote, held by the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shareshereunder. (ic) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow Shares and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow AgentAgent for the benefit of Seller. (iid) 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 the common stock. stock of Collective AudienceBuyer, Inc. other than a regular cash dividend, (i) such distribution or dividend shall be delivered to the Escrow Agent to hold in accordance with the terms hereof as if they were Purchase Price Adjustment Escrow Shares or Indemnification Escrow Shares based on the related Escrow Share upon which such dividend or distribution was made, or (ii), in the case of a stock split, reverse stock split or similar adjustment, the Purchase Price Adjustment Escrow Shares or Indemnification Escrow Shares, as applicable, shall be appropriately adjusted on a pro rata the same basis and consistent with the terms as for all other shares of the AgreementsBFI Common Stock.

Escrow Shares. (a) Logiq, Inc. agrees to deposit Simultaneously with the Escrow Agent 1,500,000 common execution and delivery of this Agreement, Purchaser shall deposit in escrow [●] shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) its common stock (the “Escrow Shares” on ”) with the date hereofEscrow Agent. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of “Continental Stock Transfer and & Trust as Escrow Agent for the benefit of DLQ, Inc.Agent”. (b) During the term of this Agreement, DLQ, Inc. neither the Stockholders Representative nor the Purchaser shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ic) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (iid) 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 the common stock. stock of Collective Audiencethe Purchaser, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsAgreement.

Escrow Shares. (a) Logiq, Inc. agrees to deposit Simultaneously with the Escrow Agent 1,500,000 common execution and delivery of this Agreement, Purchaser shall deposit in escrow 912,297 shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) its common stock (the “Escrow Shares” on ”) with the date hereofEscrow Agent. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of “Continental Stock Transfer and & Trust Company as Escrow Agent for the benefit of DLQ, Inc.Agent”. (b) During the term of this Agreement, DLQ, Inc. neither the Stockholders Representative nor the Purchaser shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders stockholders of Collective Audience, Inc. the Purchaser are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ic) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (iid) 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 the common stock. stock of Collective Audiencethe Purchaser, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsAgreement.

Escrow Shares. (a) Logiq, Inc. agrees to deposit with the Escrow Agent 1,500,000 Agent, 6,060,000 common shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) (the “Escrow Shares” ”) on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental Stock Transfer and Trust as Escrow Agent for the benefit of DLQLogiq, Inc. (b) During the term of this Agreement, DLQLogiq, Inc. shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) Any dividends paid with respect 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 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 the common stock. of Collective Audience, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.

Escrow Shares. (a) Logiq, Inc. The Parent agrees to deposit with the Escrow Agent 1,500,000 common shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) (the “Escrow 20,000,000 Earnout Shares” on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental Stock Transfer and Trust as Escrow Agent for the benefit of DLQ, Inc.the Thunder Power Shareholders identified in Schedule 1 attached hereto. (b) During the term of this Agreement, DLQ, Inc. the Thunder Power Shareholders shall not have, or have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of Collective Audience, Inc. Parent Common Stock owned by all other shareholders of Collective Audience, Inc. Parent are voted. In the absence of notice from Collective Audience, Inc. a Thunder Power Shareholder as to the proportion that the number of common shares of Collective Audience, Inc. Common Stock of Parent owned by all other shareholders of Collective Audience, Inc. the Parent are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) Any dividends paid with respect to the Escrow Shares (together with the Escrow Shares and 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 the common stock. shares of Collective Audience, Inc. Parent Common Stock other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsMerger Agreement and this Agreement. (c) At the Closing, the 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, on the basis of the 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 pursuant to Section 3.3 of the Merger Agreement (in restricted book entry form), as laid out in Schedule I hereof. (d) Upon the making of book entries for such Earnout Shares, the Escrow Agent shall send a written acknowledgement of its receipt to the Parent and the Parent Stockholder Representatives. (e) During the term of this Agreement, the Escrow Agent shall hold the Earnout Shares in the Earnout Escrow Account and shall not sell, transfer, dispose of, lend or otherwise subject to a Lien any of the Earnout Shares except until and to the extent that they are disbursed in accordance with Section III hereof. Except as the Parent and the 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.