Common use of Escrow of Shares Clause in Contracts

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan, the Participant agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, (ii) executed in blank by the Participant and with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to enter into the Notice and this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered Shares, the escrow holder will, without further order or instruction, transmit to the Participant the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan, the Participant agrees, immediately upon his or her deemed receipt of the certificate(s) for the Covered Shares (i) to deliver such certificate(s) (or electronic equivalent), together with an a Stock Assignment Separate from Certificate in the form attached hereto as Exhibit A, A (ii) executed in blank by the Participant and with respect to each such stock certificate), (iii) to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to enter into the Notice and this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered Shares, the escrow holder will, without further order or instruction, transmit to the Participant the certificate (or electronic equivalent) evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan, the Participant agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) to deliver such certificate(s), together with an a Stock Assignment Separate from Certificate in the form attached hereto as Exhibit A, B (iiStock Assignment Separate From Certificate) (executed in blank by the Participant and with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to enter into the Notice and this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered Shares, the escrow holder will, without further order or instruction, transmit to the Participant the certificate (or electronic equivalent) evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, 7 below.

Escrow of Shares. For purposes of facilitating the enforcement of the ---------------- provisions of the Noticehereof, this Award Agreement and the Plan, the Participant Purchaser agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) subject to the Repurchase Option and Right of First Refusal, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto to this Agreement as Exhibit AA --------- executed by Purchaser and by Purchaser's spouse (if required for transfer), (ii) executed in blank by the Participant and with respect to each such stock certificateblank, (iii) to the Secretary or Assistant Secretary of the Company, or their the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority and to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement are in accordance with the terms hereofof this Agreement. The Participant Purchaser hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (Company, or their the Secretary's designee) , is so appointed as the escrow holder hereunder with the stated foregoing authorities is as a material inducement to the Company to enter into the Notice and make this Award Agreement and that such said appointment is coupled with an interest and is accordingly irrevocable. The Participant Purchaser agrees that such said escrow holder shall not be liable to any party hereto hereof (or to any other party) for any actions ), except that the Company agrees to pay all costs associated with obtaining a replacement certificate in the event the Purchaser's original certificate representing the Shares is lost while in the custody of the Secretary of the Company, or omissions unless such escrow holder is grossly negligent relative theretoof the Secretary's designee. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Purchaser agrees that if the vesting Secretary of Covered Sharesthe Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder will, without further order or instruction, transmit pursuant to the Participant the certificate evidencing such Shares, subject, however, to satisfaction terms of any withholding obligations provided in Section 7, belowthis Agreement.

Escrow of Shares. For purposes of facilitating the enforcement of the ---------------- provisions of the Noticethis Section 3.2, this Award Agreement and the Plan, the Participant Purchaser agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) Purchaser's Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto to this Agreement as Exhibit AAttachment A executed by Purchaser and by Purchaser's spouse ------------ (if required for transfer), (ii) executed in blank by the Participant and with respect to each such stock certificateblank, (iii) to the Secretary or Assistant Secretary of the Company, or their the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority and to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement are required in accordance with the terms hereofof this Agreement. The Participant Purchaser hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (Company, or their the Secretary's designee) , is so appointed as the escrow holder hereunder with the stated foregoing authorities is as a material inducement to the Company to enter into the Notice and make this Award Agreement and that such said appointment is coupled with an interest and is accordingly irrevocable. The Participant Purchaser agrees that such said escrow holder shall not be liable to any party hereto hereof (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Purchaser agrees that if the vesting Secretary of Covered Sharesthe Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder will, without further order or instruction, transmit pursuant to the Participant the certificate evidencing such Shares, subject, however, to satisfaction terms of any withholding obligations provided in Section 7, belowthis Agreement.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan, the Participant agrees, immediately upon his or her deemed receipt of the certificate(s) for the Covered Shares (i) Shares, to deliver such certificate(s) (or electronic equivalent), together with an a Stock Assignment Separate from Certificate in the form attached hereto as Exhibit A, Annex A (ii) executed in blank by the Participant and with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the Company, or their designee, as escrow agent (the "Escrow Agent"), to hold in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall The Escrow Agent will have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder Escrow Agent hereunder with the stated authorities is a material inducement to the Company to enter into the Notice and this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such escrow holder shall the Escrow Agent will not be liable to any party hereto (or to any other partyperson) for any actions or omissions unless such escrow holder Escrow Agent is grossly negligent relative thereto. The escrow holder Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered Shares, the escrow holder Escrow Agent will, without further order or instruction, transmit to the Participant the certificate (or electronic equivalent) evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, 7 below.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the PlanSection 2 above, the Participant Purchaser agrees, immediately upon receipt of the that any and all certificate(s) for representing Unreleased Shares subject to the Covered Shares (i) to deliver such certificate(s), together with an Assignment Separate from Certificate Repurchase Right shall be held in the form attached hereto as Exhibit A, (ii) executed in blank escrow by the Participant and with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the Company, or their the Secretary’s designee, together with such assignment documentation as the Company deems reasonably necessary to hold in escrow for so long as such Covered Shares have not vested pursuant to enforce the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority to take all such actions provisions of Section 2 above and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement are in accordance with the terms hereofof this Agreement. The Participant Purchaser hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (Company, or their the Secretary’s designee) , is so appointed as the escrow holder hereunder with the stated foregoing authorities is as a material inducement to the Company to enter into the Notice and make this Award Agreement and that such said appointment is coupled with an interest and is accordingly irrevocable. The Participant Purchaser agrees that such said escrow holder shall not be liable to any party hereto hereof (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon The Purchaser agrees that if the vesting Secretary of Covered Sharesthe Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board shall have the power to appoint a successor to serve as escrow holder will, without further order or instruction, transmit pursuant to the Participant terms of this Agreement. At the written request of the Purchaser, and subject to the conditions set forth in the Joint Escrow Instructions entered into by the Company and Purchaser on the date of the Prior Purchase Agreement, the Company will promptly provide to the Purchaser a certificate evidencing such representing any Shares that are not Unreleased Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan(including Schedule 1), the Participant Grantee agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, (ii) executed in blank by the Participant Grantee and the Grantee’s spouse (if any and required for transfer) with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the CompanyGrantor, or their his designee, to hold in escrow for so long as such Covered Restricted Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer set forth in effect. Such escrow agent shall have Schedule 1, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company Grantor (or their his designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company Grantor to enter into the Notice and make this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant Grantee agrees that the Restricted Shares may be held electronically in a book entry system maintained by the Company’s transfer agent or other third-party and that all the terms and conditions of this Section 3 applicable to certificated Restricted Shares will apply with the same force and effect to such electronic method for holding the Restricted Shares. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered all Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Participant Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below5.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Notice, this Award Agreement and the Plan, the Participant agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, (ii) executed in blank by the Participant and with respect to each such stock certificate, (iii) to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to enter into the Notice and this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Covered Shares, the escrow holder will, without further order or instruction, transmit to the Participant the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below.

Escrow of Shares. For purposes of facilitating the enforcement of the provisions of the Noticethis Section 3, this Award Agreement and the Plan, the Participant agrees, immediately upon receipt of the certificate(s) for the Covered Shares (i) any Shares, to deliver such certificate(s), together with an a Stock Assignment Separate from Certificate in the form attached hereto to this Purchase Agreement as Exhibit A, (ii) executed duly executed, in blank by the Participant and with respect to each such stock certificateblank, (iii) to the Secretary or Assistant Secretary of the Company, or their the Secretary’s designee, to hold such certificate(s) and Stock Assignment Separate from Certificate in escrow for so long as such Covered Shares have not vested pursuant to the Vesting Schedule or until such time as this Award Agreement is no longer in effect. Such escrow agent shall have the authority and to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement are in accordance with the terms hereofof this Purchase Agreement. The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (Company, or their the Secretary’s designee) , is so appointed as the escrow holder hereunder with the stated foregoing authorities is as a material inducement to the Company to enter into the Notice and make this Award Purchase Agreement and that such said appointment is coupled with an interest and is accordingly irrevocable. The Participant agrees that such said escrow holder shall not be liable to any party hereto hereof (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Participant agrees that if the vesting Secretary of Covered Sharesthe Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Administrator shall have the power to appoint a successor to serve as escrow holder will, without further order or instruction, transmit pursuant to the terms of this Purchase Agreement. Participant the certificate evidencing shall be entitled to vote and to receive dividends and distributions on all such deposited Shares, subject, however, to satisfaction of any withholding obligations provided in Section 7, below.