Common use of Establishment of the Escrow Fund Clause in Contracts

Establishment of the Escrow Fund. (a) Pursuant to Section 2.1(d) of the Merger Agreement, the Parent shall deliver the Escrow Shares to the Escrow Agent on the date hereof. The Escrow Agent shall hold the Escrow Shares and any and all substitutions and replacements thereof, all dividends, shares and other amounts issued with respect thereto or earned thereon, and all cash and non-cash proceeds from any sale or other disposition thereof, if any (the "ESCROW FUND"), in escrow pursuant to this Agreement. (b) Each of the Parent and the Stockholders' Representatives confirms to the Escrow Agent and to each other that the Escrow Fund is free and clear of all Liens except as may be created or disclosed by this Agreement and the Merger Agreement. (c) The Escrow Agent acknowledges receipt of the Escrow Shares and agrees to hold and disburse the Escrow Shares for the benefit of Parent and the Company Stockholders, as the case may be, in accordance with the provisions of this Agreement. The portion of the Escrow Shares initially allocated to each Company Stockholder is indicated on Exhibit A attached hereto. Exhibit A shall be revised from time to time pursuant to changes to the Escrow Fund made pursuant to Section 6 and pursuant to distributions made in accordance with Section 4 below. The parties shall cooperate with Escrow Agent and deliver to Escrow Agent such confirmations, certificates, affirmations, information and other documents as Escrow Agent shall reasonably request in the performance of its obligations under this Agreement, including any and all such items as Escrow Agent shall deem necessary to evidence termination of this Agreement and to evidence the parties' consent to the final distribution of the Escrow Fund in accordance with the terms of this Agreement. (d) The parties shall cooperate with each other to insure the proper and timely disbursement of the Escrow Fund in accordance with the terms of this Agreement.

Establishment of the Escrow Fund. (a) Pursuant to Section 2.1(d) In accordance with Sections 1.9 and 7.2 of the Merger Agreement, the Parent shall deliver the Escrow Shares to the Escrow Agent on Agent, as soon as practicable after the date hereofEffective Time, a certificate, registered in the name of the Escrow Agent, representing a number of shares of Parent Common Stock that total the Company Escrow Amount, such deposit to constitute the Escrow Fund. The Escrow Agent shall hold the Escrow Shares and any and all substitutions and replacements thereof, all dividends, shares and other amounts issued with respect thereto or earned thereon, and all cash and non-cash proceeds from any sale or other disposition thereof, if any (the "ESCROW FUND"), Fund in escrow pursuant to this Agreement. (b) Each the terms of the Parent and the Stockholders' Representatives confirms to the Escrow Agent and to each other that the Escrow Fund is free and clear of all Liens except as may be created or disclosed by this Agreement and the Merger Agreement. . The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (cincluding all defined terms used therein) The shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent acknowledges receipt shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from the Escrow Fund, whether pursuant to an Officer’s Certificate, written instruction of the Escrow Shares and agrees to hold and disburse Parent and/or the Escrow Shares for the benefit of Parent and the Company StockholdersStockholder Agent, as the case may be, an arbitration order or otherwise in accordance with this Agreement or the provisions of this Merger Agreement. The portion of , the Escrow Shares initially allocated to each Company Stockholder is indicated on Exhibit A attached hereto. Exhibit A shall be revised from time to time pursuant to changes to the Escrow Fund made pursuant to Section 6 and pursuant to distributions made in accordance with Section 4 below. The parties shall cooperate with Escrow Agent and deliver to Escrow Agent such confirmations, certificates, affirmations, information and other documents as Escrow Agent shall reasonably request be notified in writing of the performance number of its obligations under this Agreementshares of Parent Common Stock that are to be disbursed to Parent, including any the Surviving Corporation, the Securityholders’ Agent, and all such items as Escrow Agent shall deem necessary to evidence termination of this Agreement and to evidence the parties' consent to the final distribution Stockholders or otherwise out of the Escrow Fund in accordance with and the terms appropriate distribution allocations. The Escrow Agent shall have no duty or obligation at any time to calculate or determine the number of this Agreement. (d) The parties shall cooperate with each other shares of Parent Common Stock to insure the proper and timely disbursement of be disbursed from the Escrow Fund in accordance with the terms of this AgreementFund.

Establishment of the Escrow Fund. (a) Pursuant to Section 2.1(d) 2.7 of the Merger AgreementSPA, on the Parent Closing Date, Buyer shall deliver the Escrow Shares or cause to be delivered to the Escrow Agent on the date hereof. The Indemnity Escrow Shares for deposit into the Escrow Account and the Escrow Agent (along with all interest, dividends and other distributions and payments thereon received by the Escrow Agent in connection with the Escrow Agent as the registered holder of the Shares, the “Distributions” and, together with the Indemnity Escrow Shares, the “Escrow Assets”) shall hold hold, safeguard and release the Escrow Assets solely pursuant to the terms and conditions of this Agreement (it being understood and agreed that the Indemnity Escrow Shares and any and all substitutions and replacements thereof, all dividends, shares and Distributions (other amounts issued with respect thereto or earned thereon, and all than cash and nonDistributions) shall be held by the Escrow Agent as a book-cash proceeds from any sale or other disposition thereof, if any (entry position registered in the "ESCROW FUND"Escrow Agent’s name for the benefit of Seller), in escrow pursuant to this Agreement. (b) Each of The Escrow Assets (less any property and/or funds distributed or paid in accordance with this Agreement, the Parent and the Stockholders' Representatives confirms to “Escrow Fund”) shall be held by the Escrow Agent and to each other that secure the Escrow Fund is free and clear indemnification obligations of all Liens except as may be created or disclosed by this Agreement and Seller provided for in Article VII of the Merger AgreementSPA. (c) The Escrow Agent acknowledges receipt Fund shall be segregated on the books and records of the Escrow Shares Agent from the other assets and agrees to hold and disburse properties of the Escrow Shares Agent and shall be held by the Escrow Agent for the benefit of Parent (subject to the arrangements and understandings in respect of) the Company Stockholders, as Shareholders and former shareholders of Seller entitled to the case may be, benefit of and rights to the Buyer Shares issued in accordance connection with the provisions of this Agreement. The portion consummation of the Escrow Shares initially allocated to each Company Stockholder is indicated on Exhibit A attached hereto. Exhibit A shall be revised from time to time pursuant to changes to transactions contemplated by the Escrow Fund made pursuant to Section 6 and pursuant to distributions made in accordance with Section 4 below. The parties shall cooperate with Escrow Agent and deliver to Escrow Agent such confirmationsSPA (collectively, certificates, affirmations, information and other documents as Escrow Agent shall reasonably request in the performance of its obligations under this Agreement, including any and all such items as Escrow Agent shall deem necessary to evidence termination of this Agreement and to evidence the parties' consent to the final distribution of the Escrow Fund in accordance with the terms of this Agreement“Equity Rights Holders”). (d) The parties shall cooperate with each other to insure the proper and timely disbursement of the Escrow Fund in accordance with shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor or Party, and shall be held, safeguarded and released solely pursuant to the terms and conditions of this Agreement.

Establishment of the Escrow Fund. (a) Pursuant to Section 2.1(d) of the Merger Agreement, the Parent shall deliver the Escrow Shares to the Escrow Agent on the date hereof. The Escrow Agent shall hold in escrow on behalf of the Escrow Shares Parties those certain stock certificate nos. ___________ and any warrant certificate nos. SGFC-2, SGFC-3 and all substitutions and replacements thereof, all dividends, shares and other amounts issued with respect thereto or earned thereon, and all cash and non-cash proceeds from any sale or other disposition thereof, if any SGFC-4 (the "ESCROW FUNDEscrow Fund"), in escrow pursuant issued by the Company to this AgreementConsultant, representing the ownership by Consultant of an aggregate of 200,000 shares (the "Shares") of Common Stock and 400,000 warrants ("Warrants"), each Warrant to purchase one share Common Stock, and shall release such Shares to Consultant as follows, unless it shall have received a notice of cancellation of the Consulting Agreement from the Company prior to any such release of Shares: Date Number of Shares to be Released ---- ------------------------------- February 15, 2001 75,000 June 30, 2001 75,000 December 31, 2001 50,000 In addition, on each such date listed above, the Escrow Agent shall release to Consultant those Warrants which become exercisable on such date, unless it shall have received a notice of cancellation of the Consulting Agreement from the Company prior to any such release of Warrants. (b) Each This Agreement shall terminate as of January 1, 2002. Any Shares and Warrants remaining in the Parent and the Stockholders' Representatives confirms to Escrow Fund on such date shall be released by the Escrow Agent to the Company for cancellation. If the Escrow Agent receives notice of termination of the Consulting Agreement from the Company, any Shares and to each other that Warrants remaining in the Escrow Fund is free and clear as of all Liens except as may such time shall be created or disclosed released by this Agreement and the Merger AgreementEscrow Agent to the Company for cancellation. (c) 1.2 The Escrow Agent acknowledges receipt of the Escrow Shares and agrees to hold and disburse the Escrow Shares for the benefit of Parent and the Company Stockholders, as the case may be, in accordance with the provisions of this Agreement. The portion of the Escrow Shares initially allocated to each Company Stockholder is indicated on Exhibit A attached hereto. Exhibit A shall be revised from time to time pursuant to changes to the Escrow Fund made pursuant to Section 6 and pursuant to distributions made in accordance with Section 4 below. The parties shall cooperate with Escrow Agent and deliver to Escrow Agent such confirmations, certificates, affirmations, information and other documents as Escrow Agent shall reasonably request in the performance of its obligations under this Agreement, including any and all such items as Escrow Agent shall deem necessary to evidence termination of this Agreement and to evidence the parties' consent to the final distribution dispose of the Escrow Fund in accordance with the terms of this Escrow Agreement. 1.3 All dividends and other distributions (dwhether of cash, securities, or other property) The parties shall cooperate with each other to insure the proper and timely disbursement upon or in respect of any of the Escrow Fund and all property receivable in substitution or exchange therefor shall be included with and constitute part of the Escrow Fund. 1.4 All Shares included in the Escrow Fund shall be voted in accordance with the terms instructions of this AgreementConsultant.

Establishment of the Escrow Fund. (a) 3.1 Pursuant to Section 2.1(d) the terms of the Merger Agreement, the Parent shall deliver the Escrow Shares to the Escrow Agent on as soon as practicable, but in no event more than twenty (20) days from the date hereof. Effective Time, a certificate or certificates representing <> shares of Parent Common Stock, representing the Company Merger Consideration, to be issued in the name of the Escrow Agent, of which: (a) twenty-five percent (25%) shall be the Company Indemnity Shares, to be held by the Escrow Agent during the Indemnity Period; and (b) seventy-five percent (75%) shall be the Regular Escrow Shares, to be held by the Escrow Agent in escrow in accordance with the terms and conditions of this Agreement, provided that the portion of the Regular Escrow Shares which represent the Principal Stockholder Merger Consideration shall be held by the Escrow Agent in accordance with the terms and conditions of this Agreement. 3.2 Pursuant to the terms of the Merger Agreement, Parent shall deliver to the Escrow Agent as soon as practicable, but in no more than twenty (20) day’s from the Effective Time, a certificate or certificates representing the Performance Shares to be issued in the name of the Escrow Agent which Performance Shares will be released from escrow to the Preferred Stockholders in accordance the performance milestones of Parent set forth in section 1.2(b) of the Merger Agreement and described further in Section 7 of this Agreement. 3.3 The Company Indemnity Shares, the Regular Escrow Shares, the Principal Stockholder Merger Consideration and the Performance Shares shall be hereinafter referred to as the “Escrow Shares”. 3.4 The Escrow Agent shall hold the Escrow Shares and and/or any cash and all substitutions and replacements thereof, all dividends, shares interest and other amounts issued with respect thereto or earned thereon, and all cash and non-cash proceeds from any sale or other disposition thereof, if any thereon (the "ESCROW FUND"), “Escrow Fund”) in escrow and will not transfer any interest in the Escrow Fund except pursuant to the terms of this Agreement. (b) . Each of the Parent and the Stockholders' Representatives ’ Representative confirms to the Escrow Agent and to each other that the Escrow Fund is free and clear of all Liens any lien, charge, claim, option, pledge, security interest, or other encumbrance, except as may be created or disclosed by this Agreement and the Merger Agreement. (c) The Escrow Agent acknowledges receipt of the Escrow Shares and agrees to hold and disburse the Escrow Shares for the benefit of Parent and the Company Stockholders, as the case may be, in accordance with the provisions of this Agreement. The portion of the Escrow Shares initially allocated to each Company Stockholder is indicated on Exhibit A attached hereto. Exhibit A shall be revised from time to time pursuant to changes to the Escrow Fund made pursuant to Section 6 and pursuant to distributions made in accordance with Section 4 below. The parties shall cooperate with Escrow Agent and deliver to Escrow Agent such confirmations, certificates, affirmations, information and other documents as Escrow Agent shall reasonably request in the performance of its obligations under this Agreement, including any and all such items as Escrow Agent shall deem necessary to evidence termination of this Agreement and to evidence the parties' consent to the final distribution of the Escrow Fund in accordance with the terms of this Agreement. (d) The parties shall cooperate with each other to insure the proper and timely disbursement of the Escrow Fund in accordance with the terms of this Agreement.