Common use of Escrow Shares Clause in Contracts

Escrow Shares. In connection with each Committed Draw Down Notice, the Company shall have deposited with the Escrow Agent, in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On the business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent in accordance with this Section 6.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares.”

Escrow Shares. In connection with each Committed Draw Down NoticeThe Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall have deposited with thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities 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, in accordance that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the terms Escrow Shares after the disbursement or destruction of the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On the business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent in accordance with this Section 6.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares3.1.”

Escrow Shares. In connection On the Closing Date, Buyer shall deliver the sum of $2,475,000 in the form of certificates representing shares (the "Escrow Shares") of its Common Stock, into an escrow account (the "Escrow Account") to be established for the benefit of Buyer as security for the performance of Seller's indemnification obligations hereunder. The escrow of Escrow Shares shall be made pursuant to the terms of an escrow agreement to be entered into by and among Buyer, Seller and an escrow agent (the "Escrow Agent") to be mutually acceptable to Seller and Buyer, in a form mutually and reasonably acceptable to Buyer and Seller (the "Escrow Agreement"). The number of Escrow Shares to be issued by Buyer hereunder (the "Indemnification Escrow Shares") shall be equal to the quotient derived by dividing the sum of $1,500,000 (the "Indemnification Escrow") and $975,000 (the "Purchase Price Adjustment Escrow") by the closing price for the Common Stock on the Nasdaq National Market System on the business day immediately preceding the Closing Date, rounded to the nearest whole share. Upon consummation of the Closing, Seller and the Founders when and to the extent any Founders' Shares are delivered to the Escrow Agent shall become shareholder(s) of Buyer with each Committed Draw Down Notice, respect to the Company Escrow Shares and shall have deposited all of the rights of a shareholder with respect to all such shares, including the right to vote such Escrow AgentShares and to receive all dividends and other distributions paid with respect thereto; provided, in accordance with however, that during the term of the escrow, neither Seller nor the Founders shall sell, transfer, pledge, hypothecate or otherwise encumber any Escrow Shares. Subject to the terms and conditions of the Escrow Agreement, Seller shall be entitled to delivery of certificates representing that portion of the Escrow Shares attributable to the Purchase Price Adjustment Escrow (the "Purchase Price Escrow Shares") in accordance with the provisions of Section 1.06 hereof. Seller and the Founders to the extent any Founders' Shares are delivered to the Escrow Agent shall hold be entitled to delivery of certificates representing that portion of the Escrow Shares attributable to the Indemnification Escrow (the "Indemnification Escrow Shares") eighteen months after the Closing Date, subject to a pro rata holdback of Indemnification Escrow Shares then equal in escrow, value to (i) 130 percent of any then existing indemnification claims as measured by the closing sale price for the Common Stock eighteen months after the Closing Date or the next succeeding trading day if such date is not a number of Shares equal to at least two times day on which the Common Stock trades less (2xii) the value amount of the amount set forth Indemnification Threshold as defined in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down DateSection 9.06 which has not been applied against prior indemnification claims. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On the business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent in accordance with this Section 6.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares.”1.06

Escrow Shares. In connection with each Committed Draw Down Notice, the Company shall have deposited with the Escrow Agent, in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two three times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 7,500,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On the business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent in accordance with this Section 6.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares.”