Form 2875.9940 - Escrow Agreement Template (Page 2 of 3) in pdf

statement by the proposed transferee that he or she has full knowledge of the terms of this Escrow

Agreement and that the proposed transferee accepts such securities subject to the conditions of this

Escrow Agreement.

5. The Depositors agree that they shall be entitled to receive cash and property dividends with

respect to the escrowed securities while such securities are held in escrow pursuant to this agreement to

the same extent as other security holders of the same class of security and that said cash or property

dividends shall be placed under the terms of this Escrow Agreement.

6. Upon declaration of any dividend in shares of the Issuer or a subsidiary to which the escrowed

securities are entitled pursuant to a share dividend or split authorized b y a vote of the shareholders, the

Depositors and the Escrow Agent shall forthwith enter into a Supplemental Escrow Agreement, covering

such share dividend, which Supplemental Escrow Agreement shall incorporate all the conditions of escrow

contained in this Agreement. The shares received as dividend shall be forthwith deposited in escrow with

the Escrow Agent pursuant to such Supplemental Escrow Agreement, and the Escrow Agent shall deliver to

the commissioner a receipt for the shares thus escrowed.

7. During the term of escrow, the Depositors shall not be entitled to and hereby waive all rights to

participate in any distribution of assets of the Issuer in the event of liquidation, dissolution, or winding up,

until the public investors shall have received cash or property in an amount or value equal to the price paid

by public investors for securities purchased by such public investors; and thereafter the Depositors shall

participate without the public investors until they shall have received cash or other property in an amount or

value equal to the price paid by the Depositors for the escrowed securities; and thereafter the public

investors and the Depositors shall participate equally according to the terms of their securities. Any

Depositor(s) seeking release of all or any part of the escrowed securities pursuant to this paragraph 7 shall

furnish the commissioner a written statement that none of the escrowed securities nor any interests therein

have been sold, transferred (except as provided in paragraph 4) or otherwise disposed of, without the

consent of the commissioner, as a condition of the release from escrow.

8. This Escrow Agreement shall not be construed to prohibit any Depositor from participating in any

distribution of securities of any corporation other than the Issuer resulting from the sale of assets of the

Issuer or a merger or consolidation of the Issuer with or into any other corporation or corporations. In the

event of such a transaction, the Escrow Agent should obtain written authorization from the commissioner

prior to the release of the escrowed securities, and, any such distribution payable in securities of any

corporation other than the Issuer paid with respect to the escrowed securities shall be delivered to the

Escrow Agent and held pursuant to a Supplemental Escrow Agreement prepared and executed as

described in paragraph 7, above. In the event of a merger or consolidation of the Issuer with or into any

other corporation or corporations, any securities shall be delivered to the Escrow Agent and held pursuant to

a Supplemental Escrow Agreement prepared and executed as described in paragraph 6, above.

9. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any

statement, certificate, notice, request, consent, order, or other document believed by it to be genuine and to

have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or

liability to verify any such statement, certificate, notice request, consent, order, or other document and its

sole responsibility shall be to act only as expressly set forth in this Escrow Agreement. The Escrow Agent

shall be under no obligation to institute or defend any action, suit, or proceeding in connection with this

Escrow Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in

respect of any question arising under this Escrow Agreement and the Escrow Agent shall not be liable for

any action take or omitted in good faith upon advice of such counsel. All securities held by Escrow Agent

pursuant to this Escrow Agreement shall constitute trust property for the purposes for which they are held

and the Escrow Agent shall not be liable for any interest thereon.

10. The Escrow Agent shall be entitled to receive from the Company reasonable compensation for

its services as contemplated herein. In the event that the Escrow Agent shall render any additional service

not provided for herein or that any controversy shall arise hereunder or that the Escrow agent shall be made

a party or shall intervene in any action, suit or proceeding pertaining to this Escrow Agent, it shall be

entitled to receive reasonable compensation from the Company for such additional services.

11. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto,

their heirs, successors, and assigns.

12. This Escrow Agreement shall terminate in its entirety when all escrowed securities covered

hereby and by any Escrow Agreements supplemental hereto have been released as provided in paragraph 1.

IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the Date first above

written.

Form 2875.9940 - Escrow Agreement Template Page 2

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