Issuance of Incentive Shares in Escrow at Closing. The Incentive Shares (i) shall be issued to the Investors immediately prior to the Effective Time at the Closing pursuant to this Section 3, free and clear of all Liens other than applicable federal and state securities restrictions and restrictions set forth in an Incentive Shares escrow agreement, in form and substance reasonably satisfactory to Parent, the Company and Sponsor (the “Incentive Merger Consideration Escrow Agreement”); (ii) shall be placed in escrow pursuant to Incentive Merger Consideration Escrow Agreement with the Exchange Agent or another escrow agent mutually agreed upon between Parent, the Company and Sponsor, and (iii) shall not be released from escrow until they are earned as a result of the occurrence of the applicable Milestone Event other than as set forth in Section 3(c). The Incentive Shares that are not earned on or before the expiration of the Calculation Period shall be automatically forfeited and cancelled and, for the avoidance of doubt, no Person shall be entitled to receive any portion of the Incentive Shares in the event that the applicable Milestone Event does not occur prior to the expiration of the Calculation Period. During such time as the Incentive Shares is in escrow and for so long as the all or the applicable portion of the Incentive Shares is not forfeited and/or cancelled: (A) the Incentive Shares shall be shown as issued and outstanding on Parent’s financial statements, and shall be outstanding as of the Effective Time; and (B) no Investor is eligible to receive any portion of the Incentive Shares will have all rights with respect to the Incentive Shares attributable to ownership of such Incentive Shares (including, without limitation, the right to vote such shares and the right to be paid dividends with respect such shares (other than non-taxable stock dividends, which shall remain in and become part of the Incentive Shares)).
