ESCROW AGREEMENTEscrow Agreement • July 3rd, 2007 • Atlantica Inc • Blank checks • New York
This Escrow Agreement is dated as of June 29, 2007 (this “Agreement”), among Mirabella Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Leonard W. Burningham, as the Sellers’ Representative pursuant to the Purchase Agreement (the “Representative”), and Hughes Hubbard & Reed LLP, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Stock Purchase Agreement dated the date hereof, among the Purchaser, the Sellers and the Company (the “Purchase Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 3rd, 2007 • Atlantica Inc • Blank checks • New York
This Stock Purchase Agreement is dated as of June 29, 2007 (as the same may be amended, supplemented or modified in accordance with the terms hereof, this “Agreement”), among Mirabella Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Duane S. Jenson (“DSJ”), Travis T. Jenson (“TTJ”), Thomas J. Howells (“TJH”), Leonard W. Burningham (“LWB,” and collectively with DSJ, TTJ and TJH, the “Sellers” and each individually, a “Seller”), and LWB, as the representative of the Sellers pursuant to Section 8.14 hereof (the “Sellers’ Representative”).
SHARE ESCROW AND RESET AGREEMENTShare Escrow and Reset Agreement • July 3rd, 2007 • Atlantica Inc • Blank checks • New York
This Share Escrow and Reset Agreement is dated as of June 29, 2007 (this “Agreement”), among Mirabella Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Leonard W. Burningham, on behalf of each of the Sellers, as the Sellers’ Representative pursuant to the Purchase Agreement (the “Representative”), Atlantica, Inc. a Utah corporation (the “Company”), and Hughes Hubbard & Reed LLP, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Stock Purchase Agreement dated the date hereof, among the Purchaser, the Sellers and the Company (the “Purchase Agreement”).
