0000950133-07-000645 Sample Contracts

RETAINED SHARE ESCROW AGREEMENT
Retained Share Escrow Agreement • February 16th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland

THIS ESCROW AGREEMENT, dated as of March 24, 2005 (this “Escrow Agreement”), is by and among NOGA CONFINO of 1 Drake Road, Bockley Road, London (the “First Seller”), SPRINGREEL LIMITED (company number 538794), whose registered office is at Union Court, 1 Cook Street, Liverpool, Merseyside L2 4SJ (the “Second Seller,” together with the First Seller, the “Sellers”), ACE*COMM CORPORATION, a Maryland Corporation (“ACE*COMM”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”).

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