Common use of Escrow Shares Clause in Contracts

Escrow Shares. On the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent a stock certificate, issued in the name of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares") to be held by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect 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. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be 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 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 Shares.

Escrow Shares. On At the effective date of Closing, Parent shall deposit with the Merger (as defined in the Merger Agreement)Escrow Agent, the Buyer shall instruct the Exchange Agent to deliver pursuant to the Escrow Agent Agreement, 22,198 shares of Parent Preferred Stock Payment Shares (the “Escrow Shares” and together with any dividends, interest, or other income accruing with respect thereto, the “Escrow Fund”). Upon such deposit, Parent shall be deemed to have contributed to the Escrow Fund, on behalf of each Company Holder, such Company Holder’s Pro Rata Portion of the Escrow Shares. The Escrow Shares shall be used to satisfy claims of the Parent Indemnified Parties for indemnification pursuant to, and subject to the limitations and other terms set forth in, Article V, if any, based on a stock certificate, issued value per share equal to the Parent Convertible Preferred Stock Liquidation Preference. Any Escrow Shares or other amounts in the name Escrow Fund not so used to satisfy any claims of the Parent Indemnified Parties for indemnification pursuant to Article V on or before the applicable Expiration Date (other than such Escrow Shares with respect to which Parent notifies the Company Holder Committee and the Escrow Agent of a claim for indemnification pursuant to Article V on or before the applicable Expiration Date, which Escrow Shares shall remain in the possession of the Escrow Agent until such claim is fully resolved or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares"judicially determined) to be held by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect 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. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be 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 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 uninvestedHolders based on their respective Pro Rata Portion. The Escrow Agent shall maintain the Escrow Fund and release the Escrow Fund pursuant to the provisions of this Agreement and the Escrow Agreement, which shall be under no obligation in a form reasonably acceptable to sell the parties thereto (the “Escrow Agreement”), and shall be entered into at the Effective Time, by and among Parent, the Company Holder Committee and the Escrow Agent. The Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by the Stockholders shall constitute approval of the Escrow SharesAgreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow.

Escrow Shares. On the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent 3.1. GOAM hereby agrees to deliver provide to the Escrow Agent a Agent, within three (3) business days after the date hereof, one or more stock certificate, issued in certificates representing the name number of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares") , to be held in escrow by the Escrow Agent in accordance with the terms of this AgreementAgent. Any securities distributed in respect of any Each stock certificate so deposited on behalf of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, Stockholders 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 as escrow agent for GOAM and the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees acknowledges and agrees, as transfer agent and registrar for GOAM, to act use its best efforts to process such certificates on behalf of GOAM within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall include the initial Escrow Shares deposited by GOAM and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or other distributions of any kind made in respect to the Escrow Shares, except cash dividends which shall be paid directly to each respective Stockholder (the "Additional Escrow Account"), shall be held in escrow pursuant to this Agreement; provided, however, that the Stockholders shall have the voting rights with respect to the Escrow Shares so long as hereinafter set forthsuch Escrow Shares are held in escrow. GOAM shall take any and all reasonable and necessary steps to allow the exercise of such voting rights. While the Escrow Shares remain subject to this Agreement, the Stockholders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. 3.3. The Escrow Shares will Stockholders shall be retained by the Escrow Agent responsible for safekeeping pursuant any tax liability and tax reporting obligations attributable to the terms hereof (a) as security for the indemnity obligations of certain placement of the Company Stockholders under Article VI of Escrow Shares in the Merger Agreement Escrow Account and (b) the payment of any dividends, to satisfythe extent paid, or other amounts payable to the Stockholders with respect to the Escrow Shares and shall provide the Escrow Agent with executed and completed Internal Revenue Service Forms W-9. 3.4. Except as contemplated hereunder, no Escrow Shares or any beneficial interest therein may be pledged, hypothecated, or permitted to suffer any lien or encumbrance by the Stockholders or Hotpaper, including by operation of law, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any Stockholder or Hotpaper, prior to the date the Escrow Agent is required to deliver the Escrow Shares to the Stockholders in accordance with Section 1.10 the terms of the Merger this 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 Shares.

Escrow Shares. On the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent 3.1. GoAmerica hereby agrees to deliver provide to the Escrow Agent a Agent, within twenty (20) business days after the date hereof, one or more stock certificate, issued in certificates representing the name number of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares") Shares to be held in escrow by the Escrow Agent in accordance with the terms of this AgreementAgent. Any securities distributed in respect of any Each stock certificate so deposited on behalf of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, Shareholders shall be issued in the name of the Escrow Agent, as escrow agent for GoAmerica and the Shareholders. The Escrow Agent acknowledges and agrees, as transfer agent and registrar for GoAmerica, to use its best efforts to process such certificates within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall include the initial Escrow Shares deposited by GoAmerica and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or its nominee, and shall be delivered other distributions of any kind made in respect to the Escrow Agent, who shall hold such Shares or other securities held in the Escrow Account. Such securities , except cash or taxable in-kind distributions which shall be considered paid directly to each respective Shareholder (the "Additional Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed Account"), shall be held in respect of the Escrow Shares Account pursuant to this Agreement; provided, however, that the Shareholders shall promptly be released by have the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act voting rights with respect to the Escrow Shares so long as hereinafter set forthsuch Escrow Shares are held in escrow. GoAmerica shall take any and all reasonable and necessary steps to allow the exercise of such voting rights. While the Escrow Shares remain subject to this Agreement, the Shareholders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. All Escrow Shares to the extent they constitute securities of GoAmerica shall appear as issued and outstanding on the balance sheet of GoAmerica. 3.3. The Escrow Shares will Shareholders shall be retained by the Escrow Agent responsible for safekeeping pursuant any tax liability and tax reporting obligations attributable to the terms hereof (a) as security for the indemnity obligations of certain placement of the Company Stockholders under Article VI of Escrow Shares in the Merger Agreement Escrow Account and (b) the payment of any dividends, to satisfythe extent paid, or other amounts payable to the Shareholders with respect to the Escrow Shares and shall provide the Escrow Agent with executed and completed Internal Revenue Service Forms W-9. The Shareholders shall be treated as the owner of the property in the Escrow Account for all tax purposes. 3.4. Except as contemplated hereunder, no Escrow Shares or any beneficial interest therein may be pledged, hypothecated, or permitted to suffer any lien or encumbrance by the Shareholders, including by operation of law, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any Shareholder or OutBack, prior to the date the Escrow Agent is required to deliver the Escrow Shares to the Shareholders in accordance with Section 1.10 the terms of this Agreement. 3.5. The parties hereto acknowledge that the portion of the Merger AgreementEscrow Shares owned by Xxxxx Xxxxxxxxx, any post-closing adjustment obligations Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx are subject to respective Share Restriction Agreements, in substantially the Buyer pursuant to Section 1.10(f)(i) form attached hereto as Exhibit A, whereby the Company may repurchase such shares upon the occurrence of the Merger Agreementcertain events. The Escrow Shares are not subject to any transfer restrictionsAgent agrees that within ten (10) days of receipt of written notice from the Company that it has exercised its rights under such Share Restriction Agreements, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by release to the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any Secretary of the Company that portion of the Escrow SharesShares set forth in the notice, for administration in accordance with the terms of the Share Restriction Agreements and the Joint Escrow Instructions executed in connection therewith.

Escrow Shares. On the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent a) The Purchaser agrees to deliver to deposit with the Escrow Agent the Escrow Shares at or prior to Closing. The Escrow Agent shall hold the Escrow Shares as a stock certificate, issued book-entry position registered in the name of Odyssey Transfer & Trust Company as Escrow Agent for the benefit of the Purchaser. (b) For so long as the Escrow Shares are held by the Escrow Agent hereunder or are otherwise registered in the name of the Escrow Agent Agent, as escrow agent, with respect to any matter submitted on which Surviving Corporation stockholders are required or its nomineepermitted to vote, Var & Co.the Escrow Agent, representing 406,250 as advised by the transfer agent of the Surviving Corporation, shall cause the Escrow Shares to be voted proportionately to the manner in which all outstanding shares of Common Stockcapital stock of Surviving Corporation entitled to vote are voted, $0.01 par value per share such that the Escrow Shares voted pursuant to this Section shall reflect the aggregate voting results of all outstanding shares of capital stock of Surviving Corporation entitled to vote with respect to votes “for,” votes “against,” votes “withheld,” and abstentions, broker non-votes and shares not present. (c) Any equity securities paid as dividends or distributions with respect to the "Common Stock")Escrow Shares or into which the Escrow Shares are exchanged or converted, along with any other dividends, distributions, or other income on the Escrow Shares shall be part of the Buyer (Escrow Property and be delivered to the "Escrow Shares") Agent to be held in the Escrow Account, and any cash held in the Escrow Account shall be deposited in a non-interest bearing account to be maintained by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect 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 Agent. (d) The Escrow Property shall be delivered to the Escrow Agent, who shall hold such securities held in the Escrow Account. Such securities shall be considered Escrow Shares Account for purposes hereof. Any cash dividends a period of twelve (12) months after the Closing (the “Expiration Date”) (or property (other than securities) distributed in respect such longer period as any portion of the Escrow Shares shall promptly be released remain subject to unresolved indemnification claims) as the sole and exclusive source of payment for any purchase price adjustments and indemnification claims (other than Fraud claims) by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be 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 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 SharesSurviving Corporation after Closing.

Escrow Shares. On the effective date Closing Date, Buyer shall deliver the sum of the Merger (as defined $2,475,000 in the Merger Agreement), the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent a stock certificate, issued in the name form of the Escrow Agent or its nominee, Var & Co., certificates representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares") of its Common Stock, into an escrow account (the "Escrow Account") to be held by established for the benefit of Buyer as security for the performance of Seller's indemnification obligations hereunder. The escrow of Escrow Agent in accordance with Shares shall be made pursuant to the terms of this an escrow agreement to be entered into by and among Buyer, Seller and an escrow agent (the "Escrow Agent") to be mutually acceptable to Seller and Buyer, in a form mutually and reasonably acceptable to Buyer and Seller (the "Escrow Agreement"). Any securities distributed in respect The number of any Escrow Shares to be issued by Buyer hereunder (the "Indemnification Escrow Shares") shall be equal to the quotient derived by dividing the sum of $1,500,000 (the "Indemnification Escrow") and $975,000 (the "Purchase Price Adjustment Escrow") by the closing price for the Common Stock on the Nasdaq National Market System on the business day immediately preceding the Closing Date, rounded to the nearest whole share. Upon consummation of the Escrow SharesClosing, whether by way of stock dividends, stock splits or otherwise, shall be issued in Seller and the name of Founders when and to the Escrow Agent or its nominee, and shall be extent any Founders' Shares are delivered to the Escrow Agent, who Agent shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securitiesbecome shareholder(s) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act Buyer with respect to the Escrow Shares as hereinafter set forth. The and shall have all of the rights of a shareholder with respect to all such shares, including the right to vote such Escrow Shares will be retained by and to receive all dividends and other distributions paid with respect thereto; provided, however, that during the term of the escrow, neither Seller nor the Founders shall sell, transfer, pledge, hypothecate or otherwise encumber any Escrow Agent for safekeeping pursuant Shares. Subject to the terms hereof (a) as security for the indemnity obligations of certain and conditions of the Company Stockholders under Article VI Escrow Agreement, Seller shall be entitled to delivery of certificates representing that portion of the Merger Agreement and Escrow Shares attributable to the Purchase Price Adjustment Escrow (bthe "Purchase Price Escrow Shares") to satisfy, in accordance with the provisions of Section 1.10 of 1.06 hereof. Seller and the Merger Agreement, any post-closing adjustment obligations Founders to the Buyer pursuant to Section 1.10(f)(i) of the Merger Agreement. The Escrow extent any Founders' Shares are not subject delivered 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 entitled to sell any delivery of certificates representing that portion of the Escrow Shares attributable to the Indemnification Escrow (the "Indemnification Escrow Shares") eighteen months after the Closing Date, subject to a pro rata holdback of Indemnification Escrow Shares then equal in value to (i) 130 percent of any then existing indemnification claims as measured by the closing sale price for the Common Stock eighteen months after the Closing Date or the next succeeding trading day if such date is not a day on which the Common Stock trades less (ii) the amount of the Indemnification Threshold as defined in Section 9.06 which has not been applied against prior indemnification claims.

Escrow Shares. On the effective date (a) Pursuant to Article III of the Merger (as defined in Combination Agreement, on the Merger Agreement), the Buyer Closing Date Forum shall instruct the Exchange Agent to deliver to the Escrow Agent a issue stock certificate, issued certificates in the name of each Global Flow Escrow Stockholder evidencing such Global Flow Escrow Stockholder’s ownership of a number of Escrow Shares equal to such Global Flow Escrow Stockholder’s Pro Rata Portion of the Escrow Agent or its nomineeShares. However, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), possession of the Buyer (the "Escrow Shares") to be held by stock certificates representing the Escrow Agent Shares shall be retained by Forum until all Escrow Shares are either disbursed or retained in accordance with this Exhibit. All dividends and other distributions on the terms Escrow Shares shall be paid promptly to the Global Flow Escrow Stockholders based on their Pro Rata Portion of this Agreement. Any securities distributed the Escrow Shares, and Forum shall adopt reasonable procedures so that the Escrow Shares may be voted by the Global Flow Escrow Stockholders prior to the Escrow Termination Date. (b) Except as otherwise expressly set forth herein, neither Forum, nor the GFT Representative, nor any other Person shall have any right, title or interest in respect of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in . Without limiting the name generality of the foregoing, (i) neither Forum, nor the GFT Representative, nor any Global Flow Escrow Agent Stockholder shall have the ability to pledge, convey, hypothecate or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities grant a security interest in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect any portion of the Escrow Shares shall promptly be released by (in contrast to their right to receive the Escrow Agent Shares) unless and until such portion of the Escrow Shares has been disbursed to such Person in accordance with the provisions of this Exhibit, and (ii) until the Escrow Shares have been disbursed in accordance with the provisions of this Exhibit, Forum shall be in sole possession of the Escrow Shares and will not act or be deemed to act as custodian for any party hereto for purposes of perfecting a security interest therein. Accordingly, neither Forum, nor the GFT Representative, nor any Global Flow Escrow Stockholder or other Person shall have any right to have or to hold any of the Escrow Shares as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Exchange Agent for distribution Escrow Shares. (c) All disbursements to the Company Stockholders. The Global Flow Escrow Agent hereby agrees Stockholders shall be made in accordance with this Exhibit and the books and records of Forum, unless such information is changed in writing delivered by a Global Flow Escrow Stockholder to act Forum and the GFT Representative (with respect to disbursements that are to be made to such Global Flow Escrow Stockholder), in which case disbursements shall be made pursuant to the changed information. (d) All decisions made by Forum with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will shall be retained made by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations Board of certain Forum, but excluding any director who is an officer, director, manager, employee or Affiliate of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, SCF or otherwise has a direct or indirect interest in accordance with Section 1.10 of the 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 Shares.

Escrow Shares. On The Purchaser shall deduct and withhold from the effective Share Consideration deliverable to Seller at the Closing the Escrow Shares. The Escrow Shares shall be available to satisfy any exercise(s) by the Purchaser of its offset rights pursuant to Sections 8(i) and/or 9(f). Any Escrow Shares that have not be used to satisfy Purchaser’s offset rights shall be delivered to Seller on the twelve (12) month anniversary of this Closing Date; provided, however, if any claim or dispute is pending as of such date that could result in Purchaser exercising its offset rights, the Purchaser may withhold from the Escrow Shares delivered to Seller on such date such number of shares as is equal in value to the Merger (pending claim, as defined determined in the Merger reasonable discretion of Purchaser. For purposes of Purchaser’s offset rights under this Agreement, the Escrow Shares shall be deemed to have a value of $2.00 per share. In the event of a stock dividend, stock split, reverse stock-split, reclassification or combination of shares or exchange of shares, recapitalization or merger, consolidation or other similar event affecting the Escrow Shares (collectively, a “Recapitalization Transaction”), the Buyer number and kind of Escrow Shares referred to herein shall instruct the Exchange Agent be appropriately adjusted and references in this Agreement to deliver Escrow Shares shall refer, as applicable, to the stock, securities, cash, property or other consideration received in exchange for or with respect to such Escrow Agent a stock certificate, issued in Shares pursuant to the name terms of the Recapitalization Transaction, as applicable. Notwithstanding the foregoing, any cash dividends on the Escrow Agent Shares and/or any dividends payable in securities or its nominee, Var & Co., representing 406,250 shares other distributions of Common Stock, $0.01 par value per share (any kind on the "Common Stock"), of the Buyer (the "Escrow Shares") to , shall promptly be held distributed by the Escrow Agent Purchaser to Seller in accordance with the terms of this Agreement. Any securities distributed in respect such dividend or distribution, as determined by Purchaser’s Board 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. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be 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 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 SharesDirectors.