Common use of The Escrow Shares Clause in Contracts

The Escrow Shares. The Escrow Agent shall hold fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company that EarlyBird did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares; and provided further, that if the Escrow Agent is notified by the Company that more than 20% of the public shareholders voted against a proposed Business Combination, exercised their conversion rights and the Business Combination is consummated, an amount of the Escrow Shares such that the remaining Escrow Shares shall not exceed 23.81% of the outstanding ordinary shares post-Business Combination (but in no event more than 281,250 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares.

The Escrow Shares. So long as any Escrow Shares are held by the Escrow Agent under this Agreement: (a) The Kollmans shall be entitled to exercise any and all voting and consensual rights and powers accruing to the Kollmans. (b) The Kollmans shall sign and deliver to the Escrow Agent stock powers endorsed in blank to transfer the Escrow Shares. (c) The Kollmans may sell Escrow Shares as permitted by applicable federal and state securities law. If the Kollmans elect to sell any Escrow Shares, the Kollmans shall (i) provide the Escrow Agent with a lien discharge certificate issued by the IRS specifying the number of Escrow Shares to be sold, and (ii) instruct the purchaser of the Escrow Shares to pay the Escrow Agent in cash the purchase price for the Escrow Shares. The Kollmans shall instruct the Escrow Agent to deliver the certificate or certificates representing the Escrow Shares to be sold to the purchaser of the Escrow Shares. If fewer than all Escrow Shares are sold in accordance with Section 2(c) of this Agreement, the Escrow Agent shall hold fifty percent deliver to Humascan's transfer agent the original certificate or certificates for cancellation and instruct Humascan's transfer agent to deliver to the Escrow Agent (50%i) a certificate representing the Escrow Shares to be sold and (ii) a certificate or certificates representing the balance of the Escrow Shares. On receipt of the replacement certificates, the Escrow Agent shall deliver the certificate representing the Escrow Shares to be sold to the purchaser of the Escrow Shares, as set forth in Schedule A until it receives together with a certificate signed stock power executed by the Chief Executive Officer Kollmans with respect to such certificate, and retain the certificate or Chief Financial Officer certificates for the Escrow Shares that will remain subject to the terms of the Company stating that date which is nine this Agreement. (9d) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the retain any stock Proceeds, which shall become Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company that EarlyBird did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy distribute to the certificates representing such Escrow Shares; and provided furtherKollmans, within three (3) business days following receipt, that if portion of cash Proceeds received by the Escrow Agent is notified by in an amount equal to the Company that more than 20% product of the public shareholders voted against a proposed Business Combination, exercised their conversion rights and Effective Tax Rate (as defined below) times the Business Combination is consummated, an amount of the Escrow Shares such that cash Proceeds received (the remaining Escrow Shares "Tax Proceeds"). For this purpose, the "Effective Tax Rate" shall not exceed 23.81% of mean the outstanding ordinary shares post-Business Combination (but in no event more than 281,250 Escrow Shares) shall be forfeited by the Initial Shareholders highest marginal effective combined federal, state and cancelled by the Company local income tax rates applicable to an individual taxpayer as reasonably computed and provided to the Escrow Agent by the Kollmans. The Kollmans shall promptly destroy deposit in a separate deposit account any Tax Proceeds they receive from the certificates representing Escrow Agent. The Kollmans shall not commingle any other funds at any time with any Proceeds deposited in such deposit account. The balance of any cash Proceeds received by the Escrow SharesAgent, less any costs, fees, expenses, commissions or charges, shall be paid to the IRS to reduce the Tax Liabilities. Any non-stock or non-cash Proceeds received shall be sold in a commercially reasonable manner, and such Proceeds shall be applied in accordance with this Section 2(d).

The Escrow Shares. The Escrow Agent shall hold fifty percent (50%) [________] of the Escrow Shares (the “FY2009 EBITDA Holdback Consideration Shares”), as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after sets forth the date on which of the Company consummates its initial Business Combination (as hereinafter definedproposed release of the share certificate(s) has occurred representing the FY2009 EBITDA Remaining Holdback Consideration Shares (the “First Escrow FY2009 EBITDA Holdback Period”). The Escrow Agent shall hold the remaining fifty percent (50%) [________] of the Escrow Shares (the “Remaining Holdback Consideration Shares”), as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that sets forth the date which is one (1of the proposed release of the share certificate(s) year after representing the date on which the Company consummates its initial Business Combination Remaining Holdback Consideration Shares (the “Second Escrow Remaining Holdback Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable)FY2009 EBITDA Holdback Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in the form reasonably acceptable to the Escrow Agent, that such transaction is then being consummatedattached hereto as Exhibit A, release the Escrow Net FY2009 EBITDA Holdback Consideration Shares as set forth in such certificate to FounderCo immediately upon the Initial Shareholders immediately prior to the consummation receipt of such transaction so that they can similarly participate; provided further, that if certificate and a number of shares equivalent to [the Escrow Agent is notified by FY2009 EBITDA Holdback Consideration Shares less the Company that EarlyBird did not exercise its overallotment option Net FY2009 EBITDA Holdback Consideration Shares (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow “FY2009 EBITDA Forfeit Shares) ”)] shall be forfeited by the Initial Shareholders FounderCo and cancelled by the Company and the Escrow Agent shall promptly destroy release the certificates Escrow Transfer Form duly completed in respect of the FY2009 EBITDA Forfeit Shares and the share certificate(s) representing such Escrow Shares; FY2009 EBITDA Forfeit Shares and provided furtherdeliver the same to the Company. Following the termination of the Remaining Holdback Period, that if the Escrow Agent is notified shall, upon receipt of a certificate, executed by the Company that more than 20% Chief Executive Officer or Chief Financial Officer of the public shareholders voted against Company, in the form attached hereto as Exhibit B, release the Net Remaining Holdback Consideration Shares as set forth in such certificate to FounderCo immediately upon the receipt of such certificate and a proposed Business Combination, exercised their conversion rights and number of shares equivalent to [the Business Combination is consummated, an amount of Remaining Holdback Consideration Shares less the Escrow Net Remaining Holdback Consideration Shares such that (the remaining Escrow Shares shall not exceed 23.81% of the outstanding ordinary shares post-Business Combination (but in no event more than 281,250 Escrow “Remaining Forfeit Shares) ”)] shall be forfeited by the Initial Shareholders FounderCo and cancelled by the Company and the Escrow Agent shall promptly destroy release the certificates Escrow Transfer Form duly completed in respect of the Remaining Forfeit Shares and the share certificate(s) representing such Escrow the Remaining Forfeit Shares.

The Escrow Shares. 4.1 On the Closing Date the Escrow Shares shall be transferred by Xxxxxx to the Escrow Agent by way of administration (ten titel van beheer), the foregoing to be effected by execution of a notarial deed of transfer and pledge (the “Deed of Transfer and Pledge”) substantially in the form as attached hereto as Annex 2 (Deed of Transfer and Pledge) by Xxxxxx, the Escrow Agent and JVCO before the Notary. 4.2 The Escrow Shares shall remain subject to the security interest of XXXX USA pursuant to the Deed of Pledge. To the fullest extent possible under applicable law, by executing the Deed of Transfer and Pledge, the Escrow Agent assumes the obligations of Xxxxxx in respect of the Escrow Shares pursuant to the Deed of Pledge, provided, however, that such assumption shall not release Amyris from its obligations under the Deed of Pledge. Notwithstanding the foregoing, Xxxxxx shall retain all of its rights as a party to the SHA, none of which shall be assumed by the Escrow Agent as the legal owner of the Escrow Shares. A16893760 4.3 The Escrow Agent agrees to administer and hold the Escrow Shares (subject to the security interest of XXXX USA and with due observance of XXXX USA’s purchase right of the Escrow Shares as set forth in the JVCO Articles of Association) in escrow for the benefit, risk and account of Amyris in accordance with the provisions of this Agreement, the JVCO Articles of Association and the SHA; the Escrow Agent hereby acknowledges having received copies of the SHA and the JVCO Articles of Association, true, correct and complete copies of which are attached hereto as Annex 10 (SHA) and Annex 11 (JVCO Articles of Association) and undertakes toward Amyris and XXXX USA to respect the terms and conditions of the SHA and the JVCO Articles of Association. 4.4 The Parties shall only hold fifty percent and release the Escrow Shares in accordance with the provisions of this Agreement, the JVCO Articles of Association and the SHA. In the event of a conflict with respect to how the Escrow Shares are to be held and released by and between or among this Agreement, the JVCO Articles of Association and/or the SHA, this Agreement shall prevail over the JVCO Articles of Association and the SHA and the JVCO Articles of Association shall prevail over the SHA, in each case except as otherwise expressly provided in the Articles of Association or the SHA. 4.5 Other than as explicitly set out in this Agreement, or when ordered by a Dutch court in a judgment in last instance (50%uitspraak in xxxxxx van gewijsde) or provisionally enforceable (uitvoerbaar bij voorraad), the Escrow Agent shall be prohibited from selling, releasing or otherwise disposing, encumbering or transferring any of the Escrow Shares or the rights attributed thereto, nor shall the Escrow Agent allow the Escrow Shares to be taken, enjoined or reached by any foreign legal or equitable process, in bankruptcy or otherwise, without the prior written consent of both Amyris and XXXX USA. In addition, the Escrow Agent recognizes and agrees that the Escrow Agent is the legal owner of the Escrow Shares, and as set forth in Schedule A until it receives a certificate signed by consequence thereof, the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold not recognize demands for turnover or enjoinment by Xxxxxx, Xxxxxx’s creditors, or Xxxxxx’s trustee in bankruptcy, but rather shall carry out its duties hereunder. Notwithstanding the remaining fifty percent (50%) foregoing, Xxxxxx shall retain all of its rights as a party to the SHA in accordance with the terms thereof, none of which shall be assumed by the Escrow Agent as the legal owner of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company that EarlyBird did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares; and provided further, that if the Escrow Agent is notified by the Company that more than 20% of the public shareholders voted against a proposed Business Combination, exercised their conversion rights and the Business Combination is consummated, an amount of the Escrow Shares such that the remaining Escrow Shares shall not exceed 23.81% of the outstanding ordinary shares post-Business Combination (but in no event more than 281,250 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares.