Common use of Release of Escrowed Shares Clause in Contracts

Release of Escrowed Shares. (a) Notwithstanding anything to the contrary in the First Amended Escrow Agreement, on or after the Second Special Payment Date, upon (i) Purchaser’s payment of the Second Special Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, (ii) satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, and (iii) receipt by Seller of the Bank Guarantee in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event that Purchaser satisfies (i) and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the Instructions. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (B) deposit with the Escrow Agent a certificate representing the Final Shares (hereinafter called the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power to Seller. (c) Upon Purchaser’s payment of the Final Closing Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, and upon satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased at the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchaser together with one or more certificates representing the Remaining Escrowed Shares. (d) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 of the Purchase Agreement or (b) the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 of the Second Amended Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Remaining Escrowed Shares and the Stock Powers to Seller, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2.

Release of Escrowed Shares. (a) Notwithstanding anything to the contrary in the First Amended Escrow Agreement, on or after the Second Special Payment Closing Date, upon (i) Purchaser’s payment of the Second Special Closing Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, (ii) and upon satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, and (iii) receipt by Seller of the Bank Guarantee in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase SharesShares to be purchased on the Special Closing Date. In the event that Purchaser satisfies (i) and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the Instructions. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2Purchaser, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicablepracticable after the Special Closing Date, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) Special Closing Date in order to (Ai) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (Bii) deposit with the Escrow Agent a certificate representing the Final Shares (hereinafter called the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power to Seller. (cb) Upon Purchaser’s payment of the Final Closing Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, and upon satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased at the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchaser together with one or more certificates representing the Remaining Escrowed Shares. (dc) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 of the Purchase Agreement or (b) the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 of the Second Amended Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Remaining Escrowed Shares and the Stock Powers to Seller, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2Amendment.

Release of Escrowed Shares. (a) Notwithstanding anything Any transfer of Escrowed Shares by the Escrow Agent to the contrary Seller in the First Amended Escrow Agreement, accordance with this Agreement shall be deemed to be a transfer by or on or after the Second Special Payment Date, upon (i) Purchaser’s payment behalf of the Second Special Purchase Price pursuant Purchaser to the terms Seller and after such transfer the Seller may make no further claim against the Purchaser in respect of the Second Amended Purchase Agreement, Additional Consideration. (iib) satisfaction (or waiver by SellerIn the event referred to in Clause 2.6(a) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Purchaser and (iii) receipt by Seller shall jointly give notice to such effect to the Escrow Agent within 20 Business Days after the determination of the Bank Guarantee in accordance with Section 2.2(b) of the Second Amended Purchase Agreementrelevant Total EBIT Statement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing and Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event that Purchaser satisfies (i) and (ii) of this Section 1(a)shall, but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such paymentnotice, Seller shall deliver to Purchaser transfer the Instructions. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (B) deposit with the Escrow Agent a certificate representing the Final Shares (hereinafter called the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect Additional Consideration to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power to Seller. (c) Upon Purchaser’s payment of In the Final Closing Purchase Price pursuant event referred to the terms of the Second Amended Purchase Agreement, and upon satisfaction (or waiver by Sellerin Clause 2.6(b) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Purchaser and Seller shall jointly give notice to such effect to the Escrow Agent directing within 20 Business Days after determination of the relevant Total EBIT Statement, and Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased at the Final Closing in accordance with the Amended Purchase Agreement. Upon the shall, upon receipt of such notice, transfer such Additional Consideration to the Seller as it may be entitled in accordance with Clause 2.6(b) of the Purchase Agreement, minus any Additional Consideration that has already been transferred to Seller. Any Escrowed Shares that remain after the transfer of the Additional Consideration based on the Final EBIT Statement will be transferred by the Escrow Agent shall deliver to the Stock Powers endorsed to Purchaser together with one or more certificates representing the Remaining Escrowed SharesPurchaser. (d) In the event referred to in Clause 2.6(c) of the Purchase Agreement, Purchaser and Seller shall jointly give notice to such effect to the Escrow Agent within 20 Business Days after the determination of the Final EBIT Statement, and Escrow Agent shall transfer all the Escrowed Shares to the Purchaser upon receipt of such notice. (e) In the event that Noortman becomes a Bad Leaver in accordance with the Purchase Agreement, Purchaser and Seller shall jointly give notice to such effect to the Escrow Agent within 20 Business Days after the date on which Noortman becomes a Bad Leaver, and Escrow Agent shall transfer all the Escrowed Shares to the Purchaser upon receipt of such notice. (af) Any joint notice from Purchaser does not timely satisfy and Seller to Escrow Agent in accordance with Clause 3(b), 3(c) or 3(d) of this Agreement shall specify in accordance with the conditions contained Total EBIT Statement approved by Purchaser in Section 7.2 accordance with Clause 2.7 of the Purchase Agreement or (b) the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 of the Second Amended Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Remaining relevant Additional Consideration and/or Escrowed Shares and the Stock Powers to Seller, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2Funds due.

Release of Escrowed Shares. 3.1 The Escrow Agent shall hold the Escrowed Shares deposited with it in trust to be released by the Escrow Agent only on the following terms: (a1) Notwithstanding anything the Vendor shall deliver to the contrary Purchaser as soon as practicable following the date of this agreement a tax clearance certificate issued pursuant to section 116 of the Income Tax Act (Canada) (each a “Section 116 Certificate”) with an aggregate certificate limit at least equal to the amount of the Purchase Price multiplied by the number of PureRay Shares purchased from the Vendor (the “Non-Resident Total Purchase Price”) and expressed in Canadian dollars; (2) the First Amended Vendor agrees at Closing, to deliver the Escrowed Shares along with an executed power of attorney to the Escrow Agreement, on or after Agent with instructions that the Second Special Payment Date, upon Escrow Agent (i) Purchaser’s payment of hold the Second Special Purchase Price pursuant to Escrowed Shares in escrow and (ii) release the Escrowed Shares from escrow in accordance with the terms of the Second Amended Share Purchase Agreement and this Agreement; (3) if on or before the twenty-eighth day of the month following the calendar month in which the Closing occurs (the “Remittance Date”) the Purchaser receives from the Vendor a Section 116 Certificate with an aggregate certificate limit at least equal to the amount of the Non-Resident Total Purchase Price paid to the Vendor expressed in Canadian dollars, the Purchaser shall, immediately after receipt of such Section 116 Certificate, cause the Escrow Agent to deliver to the Vendor the Escrowed Shares; (ii4) satisfaction (in the event that on or waiver by Sellerbefore the Remittance Date, the Purchaser does not receive the Section 116 Certificate or receives a Section 116 Certificate with a certificate limit that is less than the Non-Resident Total Purchase Price then, unless the Canada Revenue Agency shall have issued a letter confirming that the Canada Revenue Agency will not require the remittance of funds as is normally required under subsection 116(5) of the closing conditions to Seller’s obligation contained Income Tax Act (Canada) and that the Purchaser may delay the remittance of amounts in Section 7.2 respect of the Purchase Agreement, and (iii) receipt by Seller purchase of the Bank Guarantee in accordance with Section 2.2(b) of PureRay Shares until further instructed by the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions Canada Revenue Agency (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event that Purchaser satisfies (i) and (ii) of this Section 1(aa “Comfort Letter”), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the Instructions. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (B) deposit with the Escrow Agent a certificate representing the Final Shares (hereinafter called the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power to Seller. (c) Upon Purchaser’s payment of the Final Closing Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, and upon satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased at the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed Escrowed Shares to the Purchaser together and the Purchaser, as agent for the Vendor, shall sell or otherwise dispose, outside the United States in compliance with one Rule 903 of Regulation S under the 1933 Act and in compliance with applicable Canadian securities laws, of such portion of the Escrowed Shares as is necessary to provide sufficient funds to the Purchaser to enable it to comply with such deduction or more certificates representing withholding requirement and the Remaining Purchaser shall notify the Vendor thereof and remit to the Vendor any unapplied balance of the net proceeds of such sale, and the balance, if any, of the Escrowed Shares.. If the proceeds of such sale are insufficient to fund the required withholding, the Vendor shall forthwith pay to the Purchaser or remit to the applicable taxing authority the deficiency. The Vendor shall bear all reasonable costs and expenses associated with any sale by the Purchaser pursuant to the two immediately preceding sentences; and (d5) In if the event that (a) Purchaser does not timely satisfy Canada Revenue Agency has provided a Comfort Letter, the conditions contained in Section 7.2 of the Purchase Agreement or (b) the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 of the Second Amended Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return not deliver the certificates representing the Remaining Escrowed Shares to the Purchaser on the date that would otherwise be the Remittance Date and if the relevant Section 116 Certificate is received while the Comfort Letter remains in effect, with an aggregate certificate limit at least equal to the Purchase Price in Canadian dollars, or if proof, in the Purchaser’s sole discretion, is provided that the appropriate remittances have been made to the Canada Revenue Agency, the Escrow Agent shall, promptly after receipt of such certificate or proof of remittance, deliver to the Vendor the Escrowed Shares. If notification from the Canada Revenue Agency is received that the Comfort Letter is no longer in effect, such date of receipt shall be deemed to be the Remittance Date for the purposes of this Section 3.1(e). 3.2 Without restricting the generality of section 3.1(e), the Vendor shall indemnify, hold harmless and defend the Purchaser and the Stock Powers to SellerEscrow Agent from and against any and all actions, causes of action, claims, demands, damages, losses, costs, liabilities, expenses, taxes and penalties, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such eventany interest thereon, neither Purchaser nor Seller shall have of any claim nature or kind, including reasonable legal fees, which may be made or brought against the other arising out Purchaser or the Escrow Agent or which the Purchaser or Escrow Agent may suffer or incur as a result of or in respect of any reliance on a Comfort Letter. The obligation of the First Amended Vendor pursuant to this section 3.2 shall terminate effective as and from the date upon which the Escrow Agreement Agent receives a Section 116 Certificate in form and this content satisfactory to the Escrow Amendment No. 2Agent (acting in its capacity as the Purchaser’s solicitors) and showing a certificate limit or proceeds of disposition in an amount not less than the Purchase Price.

Release of Escrowed Shares. A. If Maverick gives a written Indemnification Notice (aa "Damage Notice") Notwithstanding anything to the contrary Members' Agent and the Escrow Agent certifying that it has incurred Damages and specifying with particularity the amount of Damages and the basis therefore and the number of Maverick Shares for which release from escrow is requested out of the Escrowed Shares otherwise attributable to the Founders (being the number of Maverick Shares valued at the greater of (x) the closing price on the Closing Date; or (y) the closing price on the business day proceeding the date of the Damage Notice, with an aggregate value equal to the amount of Damages specified in such Damage Notice) to the Founders and the Escrow Agent, then, unless the Escrow Agent receives, by no later than 10 days after the Escrow Agent receives the applicable Damage Notice, a written notice (an "Objection Notice") from the Members' Agent objecting to such Damage Notice, the Escrow Agent will deliver instructions to the transfer agent for the Maverick Shares (the "Transfer Agent") requesting the transfer to Maverick of the number of escrowed Maverick Shares otherwise attributable to the Founders requested in the First Amended Damage Notice. The Members' Agent may not object to a Damage Notice unless he or she believes in good faith that the party giving the Damage Notice is not entitled to receive the amount of Damages requested. If the Escrow AgreementAgent receives an Objection Notice objecting to disbursement within the 10 day period, on or after then the Second Special Payment DateEscrow Agent will not instruct the transfer agent to transfer the Maverick Shares as requested in the Damage Notice, upon but will continue to retain the Maverick Shares requested in the Damage Notice until directed to cause the transfer of such Maverick Shares either by (i) Purchaser’s payment of the Second Special Purchase Price pursuant a joint written notice to the terms of Escrow Agent from Maverick and the Second Amended Purchase AgreementMembers' Agent (which may be provided by separately signed counterparts), or (ii) satisfaction (or waiver by Seller) a final and non-appealable order of the closing conditions to Seller’s obligation contained applicable mediator or arbitrator, as provided in Section 7.2 7.5 of the Purchase Agreement. B. On the first anniversary of the date of the Purchase Agreement, and (iii) receipt subject to the condition set forth in Section 4C below, the Escrow Agexx xxxx xxxxxxx to the Members, all Maverick Shares then held by Seller of the Bank Guarantee Escrow Agent in accordance with Section 2.2(b) Schedule 4.3 of the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event ; provided that Purchaser satisfies (i) the Maverick Shares to be delivered to the Founders may be adjusted as provided in Section 4A above and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the Instructions. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase any Maverick Shares to Purchaser, and (B) deposit with be delivered to the Founders requested in any unresolved Damage Notices shall be retained by the Escrow Agent a certificate representing and disbursed as described in Section 4A above. When all such Damage Notices have been resolved, the Final Escrow Agent will deliver, subject to the condition set forth in Section 4C below, all remaining Maverick Shares (hereinafter called then held by the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with Escrow Agent to, or as directed by, the Members' Agent. C. With respect to the Remaining Escrowed Shares. Escrow Agent shall return Founders, in addition to the original Stock Power to Seller. (c) Upon Purchaser’s payment limitations on release of the Final Closing Purchase Price pursuant Escrowed Shares set forth above, each Founder shall only be entitled to the terms his respective portion of the Second Amended Purchase Agreement, and upon satisfaction (or waiver by Seller) Escrowed Shares if he remains employed with Maverick as of the closing conditions to Seller’s obligation contained in Section 7.2 first anniversary of the Purchase Agreement; provided, Seller shall give notice however, that each Founders right to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing his respective portion of the Remaining Escrowed Shares purchased at shall not be effected in any manner if such employment was terminated prior to the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchaser together with one or more certificates representing the Remaining Escrowed Shares. (d) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 year anniversary of the Purchase Agreement or (b) due to the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 death of the Second Amended Purchase AgreementFounder, then upon notice to such effect from Sellerthe disability of the Founder, or by Maverick without Cause, all as defined in the Employment Agreement between Maverick and the Founder of even date herewith. D. Notwithstanding anything contained herein, Damages may only be assessed by the Escrow Agent shall return against Maverick Shares beneficially owned by the certificates representing the Remaining Escrowed Shares and the Stock Powers to Seller, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2Founders.

Release of Escrowed Shares. (a) Notwithstanding anything to Unigene shall immediately notify Tail Wind upon the contrary in occurrence of the First Amended Escrow Agreement, on or after the Second Special Payment Effective Date, upon and either Unigene or Tail Wind may notify the Escrow Agent (which may be verbally by telephone followed by confirmation by fax or mail) of such Effective Date. Escrowed Shares shall be released by the Escrow Agent as follows: (i) Purchaser’s payment of On the Second Special Purchase Price pursuant first Monday following the Effective Date and on each Monday thereafter (or next business day if not a business day), the Escrow Agent shall release from escrow and deliver by messenger or nationally recognized overnight courier one (1) stock certificate representing 50,000 Escrowed Shares to Tail Wind at the terms of the Second Amended Purchase Agreementfollowing address: The Tail Wind Fund, Ltd. c/x Xxxxxx Xxxxx & Co. 000 Xxxxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (ii) satisfaction On the first business day of each calendar month following the Effective Date, the Escrow Agent shall release from escrow and deliver to Tail Wind at the above address by messenger or nationally recognized overnight courier the Additional Monthly Release Amount (or waiver by Selleras defined below) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreementas directed by, and (iii) receipt by Seller of the Bank Guarantee only in accordance with Section 2.2(b) of with, the Second Amended Purchase Agreement, Seller shall deliver joint written instructions in the form attached hereto as Exhibit A signed and delivered to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event that Purchaser satisfies (i) by Unigene and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the InstructionsTail Wind. (b) Upon receipt Unigene and Tail Wind each hereby agree that at or before 5:00 p.m., New York City time, on the last business day of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2each calendar month, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate commencing with the Company’s transfer agent full calendar month following delivery of the Instructions in accordance with this Section 1(a) in order Effective Date, they will deliver to (A) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (B) deposit with the Escrow Agent joint written instructions (the "Release Notice") directing the Escrow Agent to release to Tail Wind a certificate representing specified number (the Final "Additional Monthly Release Amount") of the Escrowed Shares as described in paragraph 3(c) below. All Escrowed Shares released from escrow under this Agreement (hereinafter called the Remaining Escrowed "Released Shares") together with an amended Stock Power executed shall be evidenced by Seller in blank with respect stock certificates that shall not bear any securities law or any other restrictive legend. (For clarification purposes, a Release Notice does not need to be, and will not be, delivered to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power for release of Escrowed Shares pursuant to SellerSection 3(a)(i) above.) (c) Upon Purchaser’s payment The Additional Monthly Release Amount to be specified in the Release Notice shall be equal to the extent to which (i) 10% of the Final Closing Purchase Price trading volume in shares of Common Stock for the calendar month immediately preceding the date the Release Notice is (or was required to have been) delivered, as reported by the OTC Bulletin Board or any other exchange on which Unigene's shares are then trading, exceeds (ii) the number of Escrowed Shares previously released during such calendar month pursuant to 3(a)(i) above, provided that the terms Additional Monthly Release Amount is equal to a minimum of 50,000 shares of Common Stock. If the Second Amended Purchase AgreementAdditional Monthly Release Amount is less than 50,000 shares, and upon satisfaction (or waiver by Sellerto the extent it is in excess of a multiple of 50,000 shares, then the difference will be carried over to the following month(s) of until the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased aggregated Additional Monthly Release Amount equals at the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchaser together with one or more certificates representing the Remaining Escrowed Sharesleast 50,000 shares. (d) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 Upon release of all of the Purchase Escrowed Shares, this Agreement or (b) shall terminate, and the Second Amended Purchase Agreement is otherwise terminated pursuant to Section 5 of the Second Amended Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Remaining Escrowed Shares and the Stock Powers to Seller, and the First Amended Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have be discharged from any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2further obligations hereunder.

Release of Escrowed Shares. Except as otherwise expressly provided in this Agreement, the Escrowed Shares shall be released by the Escrow Agent only as follows: (a) Notwithstanding anything If Parent suffers any Loss or Losses which become an Agreed Claim under the Merger Agreement, Parent shall present evidence of such Agreed Claim to the contrary in Escrow Agent. Evidence of an Agreed Claim shall be (a) a copy of a Certificate accompanied by a certification signed by the First Amended Escrow Agreement, on or after Parent stating that the Second Special Payment Date, upon (i) Purchaser’s payment Parent delivered the Certificate to the Company Shareholders at least 30 days prior to the date of the Second Special Purchase Price pursuant certification and that the Parent has received no written objection to the terms Certificate from either Company Shareholder; (b) a memorandum of agreement executed by the Second Amended Purchase AgreementParent and the Company Shareholders; or (c) a copy of a final order of judicial determination from a court of competent jurisdiction, (ii) satisfaction (or waiver by Seller) of for which the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, and (iii) receipt by Seller of the Bank Guarantee in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Sharestime for appeal for any such final order has expired without any appeal being made. In the event that Purchaser satisfies (i) and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon Upon receipt of such paymentproperly evidenced Agreed Claim, Seller the Escrow Agent shall deliver immediately release to Purchaser the InstructionsParent a number of Escrowed Shares equal to the amount of the Agreed Claim divided by the Closing Market Value ($52.80625), rounded to the nearest whole number of Escrowed Shares. (b) Upon On the earlier to occur of (i) February 28, 1999 and (ii) the Escrow Agent's receipt of notice of the Instructions from Purchaser Parent's first public announcement of earnings following completion by the Parent's independent public accountants of the first full-year audit of the Parent's financial statements following the Closing Date (the "Escrow Termination Date"), the Escrow Agent shall immediately release to the Company Shareholders, in accordance with Section 1(a) the ratio of this Escrow Amendment No. 2ownership set forth in Schedule A hereto, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery all of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase Shares to PurchaserEscrowed Shares; provided, and (B) deposit with however, that the Escrow Agent shall not distribute, and shall continue to hold in escrow pursuant to this Agreement, a certificate representing number of Escrowed Shares equal to (x) the Final Shares aggregate amount of all claims for Losses for which the Escrow Agent has received a Certificate or Certificates which have not become an Agreed Claim and paid out pursuant to Section 5(a) above divided by (hereinafter called y) the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect Closing Market Value ($52.80625), rounded to the Remaining nearest whole number of Escrowed Shares. Escrow Agent Such notice of Parent's first public announcement of earnings shall return the original Stock Power to Sellerinclude such announcement of earnings and may be delivered by Parent or either Company Shareholder. (c) Upon Purchaser’s payment After the Escrow Termination Date, each Company Shareholder may from time to time request in writing that the Parent notify the Escrow Agent of the Final Closing Purchase Price pursuant to amount, if any, by which the terms value of the Second Amended Purchase Agreement, and upon satisfaction (or waiver Escrowed Shares then retained by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Remaining Escrowed Shares purchased (valued at the Final Closing in accordance with Market Value) exceeds the Amended Purchase Agreementaggregate of all claims for Losses subject to any unresolved Certificates (the "Excess Value"). Upon the receipt of such noticea request, the Parent shall promptly notify the Escrow Agent and the Company Shareholders in writing of the Excess Value, if any, (a "Release Notice"). Upon receipt of a Release Notice, the Escrow Agent shall immediately deliver to the Stock Powers endorsed Company Shareholders a number of Escrowed Shares equal to Purchaser together with one or more certificates representing the Remaining Excess Value divided by the Closing Market Value ($52.80625), rounded to the nearest whole number of Escrowed Shares. (d) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 . Upon delivery of the Purchase Agreement or (b) the Second Amended Purchase Agreement is otherwise terminated last Escrowed Share pursuant to this Section 5 of the Second Amended Purchase Agreement5, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Remaining Escrowed Shares and the Stock Powers to Seller, and the First Amended this Escrow Agreement and this Escrow Amendment No. 2 shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of the First Amended Escrow Agreement and this Escrow Amendment No. 2.