Common use of Release from Escrow Clause in Contracts

Release from Escrow. The Company shall have complete authority with respect to determining when the Escrowed Shares are to be released from the terms of this Escrow Agreement, to whom the Escrowed Shares are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only to the following terms: (a) 700,000 Escrowed Shares ("Indemnity Shares") shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001; (b) 1,800,000 Escrowed Shares shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and (c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to the terms of this Escrow Agreement) to those shareholders of the Company (the "Shareholders") for every four (no fractional shares will be issued) shares of common stock of the Depositor issued to the Shareholders pursuant to the Offer (as defined in the Stock Exchange Agreement), other than with respect to (i) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (ii) the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transaction.

Release from Escrow. The Company (a) Within 10 days following receipt of the joint written direction from the Purchaser and the Agent stating the final determination of Pre‐Sales Revenue or EBITDA in accordance with Section 3.1 (the “Release Date”), the Escrow Agent shall have complete authority release the number of Escrowed Shares, if any, determined in accordance with respect the following, which Escrowed Shares shall be delivered to determining when the Vendors or the TSXV Escrow Agent, as applicable, in accordance with the delivery instructions provided in Schedule “A” attached hereto: (i) if Pre‐Sales Revenue is equal to or less than US$10,000,000 or EBITDA is equal to or less than US$6,000,000 in each of the audited fiscal years ended December 31, 2016, 2017 or 2018 (together, the “Target Thresholds”), the number of Escrowed Shares to be released to the Vendors will be nil. On the Release Date, the Escrow Agent shall cause the Escrowed Shares are to be released from delivered to the terms TSXV Escrow Agent (in its capacity as the Purchaser’s registrar and transfer agent) for cancellation, and the Purchaser shall cause the cancellation of this Escrow Agreement, such Escrowed Shares to whom be reflected in the books and records of the Purchaser’s registrar and transfer agent without any further action on the part of the Vendors; (ii) if Pre‐Sales Revenue is greater than US$10,000,000 or EBITDA is greater than US$6,000,000: (A) all of the Escrowed Shares held by those Vendors who are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, not subject only to the following terms: (a) 700,000 Escrowed Shares ("Indemnity Shares") shall be held in escrow pursuant to the terms of this a TSXV Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may shall be released from escrow hereunder on the Release Date and shall, together with their respective Escrow Certificates, be delivered to such Vendors, and (B) all of the Escrowed Shares held by those Vendors who are subject to the terms of this a TSXV Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may shall be released from escrow hereunder on the Release Date and shall, together with the respective Escrow Certificates, be delivered to the TSXV Escrow Agent to be held in accordance with the terms of this the respective TSXV Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001Agreement; (b) 1,800,000 If the Escrow Agent does not receive a joint written direction from the Purchaser and the Agent on or before the 90th day following December 31, 2018, the number of Escrowed Shares to be released to the Vendors will be nil and the Escrow Agent shall cause the Escrowed Shares to be held delivered to the TSXV Escrow Agent (in escrow pursuant its capacity as the Purchaser’s registrar and transfer agent) for cancellation, and the Purchaser shall cause the cancellation of such Escrowed Shares to be reflected in the books and records of the Purchaser’s registrar and transfer agent without any further action on the part of the Vendors; (c) At such time as the Escrow Agent proposes to release Escrowed Shares in accordance with the terms of this Agreement, the Escrow Agent shall notify the Purchaser and the Agent of such release by email, facsimile or telephone notice as set out in Section 7.3, provided, however, that any failure by the Escrow Agent to provide such notice will not void or invalidate any such release; (d) Notwithstanding anything to the contrary in this Agreement until or the ________ day of DecemberShare Exchange Agreement, 1999, at which time the Escrow Agent is authorized and thereafter 720,000 directed to release and deliver the Escrowed Shares as the Escrow Agent may be released directed from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement time to time in written instructions signed by or on and after each behalf of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and (c) One Escrowed Share which is not an Indemnity Share shall be issued Purchaser (subject to the terms of this the TSXV Escrow Agreement); (e) For the purposes of this Agreement, the Purchaser shall in all cases be represented by, and the Agent and the Escrow Agent shall be entitled to those shareholders rely without investigation on the written instructions of, any non‐management director of the Company Purchaser; (f) The Purchaser shall cause the "Shareholders") for every four (no fractional shares will be issued) shares of common stock Purchaser’s registrar and transfer agent to exchange and reissue the Escrow Certificates as the Escrow Agent may require from time to time to make the deliveries of the Depositor issued Escrowed Shares contemplated by this Section 4.1; and (g) Each of the Vendors, to the Shareholders pursuant to the Offer (as defined extent of such Vendor’s respective interest in the Stock Exchange Escrowed Shares, hereby irrevocably authorizes and directs the Escrow Agent to endorse the Escrow Certificates as attorney for and on behalf of such Vendor for the purposes of transferring and cancelling any such Escrowed Shares from time to time in accordance with the provisions of this Agreement), other than with respect to (i) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (ii) the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transaction.

Release from Escrow. The Company shall have complete authority with respect to determining when the Escrowed Shares are to be released from the terms of this Escrow Agreement, to whom the Escrowed Shares are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only to the following terms: (a) 700,000 Escrowed Shares Conditions to Termination of Investor’s Rights. Investor’s right to have the Escrow Amount returned to Investor shall terminate upon the occurrence of all the following conditions: ("Indemnity Shares"i) shall be at least $1,800,000 is held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from similar agreements, (ii) the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001; (b) 1,800,000 Escrowed Shares shall be held in escrow pursuant Company delivers to the terms of this Escrow Agreement until Agent a certificate stating the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and (c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to the terms of this Escrow Agreement) to those shareholders total expenses of the Company in connection with offers and sales of the securities to be purchased with the Escrow Amount by Investors (“Offering Expenses”) incurred by the "Shareholders"Company do not exceed the higher of (x) for every four $200,000 or (no fractional shares will y) 10% of the purchase price of all securities sold by the Company in this offering, or such lower amount as may be issued) required in any amendment to Reorganization Agreements executed and delivered by the holders of 80% or more of the shares of common stock Series A Preferred Stock of the Depositor issued Company, (iii) the Company delivers to the Shareholders pursuant to Escrow Agent a certificate stating that the Offer offering covered by this Agreement constitutes a Qualifying Financing (as defined in the Stock Exchange Agreement)Reorganization Agreements, other than with respect or in any amendment to (i) Reorganization Agreements executed and delivered by the holders of 80% or more of the shares of common stock issued pursuant Series A Preferred Stock of the Company) and stating that all conditions to closing of the Reorganization Closing have occurred, (iv) the Company delivers to the tendering Escrow Agent a certificate stating that holders of securities 80% or more of the shares of Series A Preferred Stock have approved the conversion of all the Series A Preferred Stock of the Company issued at a cost into shares of $0.01Common Stock of the Company, and (iiv) the shares Company delivers to the Escrow Agent a certificate stating that both the Company and all Investors who have deposited funds with the Escrow Agent have executed and delivered the Subscription Agreement and Registration Rights Agreement, (vi) the Company delivers to the Escrow Agent a stock certificate in the name of common stock issued each of the Investors for securities one share of Common Stock of the Company pursuant for each $3.50 of the Escrow Amount deposited by such Investors and (vii) the Company delivers to the Escrow Agent for each Investor who has deposited $50,000 or more in the Escrow Amount, a compulsory acquisition procedure or subsequent acquisition transactionwarrant executed by the Company in the form attached to the Subscription Agreement attached as Appendix B hereto for the number of Warrant Shares listed on the Subscription Page to the Subscription Agreement as the appropriate for the amount of the investment of each such Investor, each of which warrants shall have an expiration date on the second anniversary of the Private Placement Closing. The Escrow Agent shall be entitled to rely on the certificates of the Company and shall have no obligation to verify the accuracy of the statements made by the Company in any such certificate.

Release from Escrow. The Company 4.1 Distributions from Escrow Account Pursuant to Section 2.5 of the Purchase Agreement. (a) Not later than two (2) Business Days after the delivery to the Escrow Agent of joint written instructions signed by MTH and Limited specifying the amount, if any, to which the Purchasers and/or MTH, on behalf of the Sellers, are entitled from the Escrow Funds pursuant to Section 2.5.2 of the Purchase Agreement, the Escrow Agent shall have complete authority disburse to Limited, on behalf of the Purchasers, and/or MTH, on behalf of the Sellers, from the Escrow Account such portion(s) of the Escrow Funds as may be necessary to pay such specified amounts. (b) Not later than two (2) Business Days after the delivery to the Escrow Agent of joint written instructions signed by MTH and Limited specifying the amounts, if any, to be paid to the independent accounting firm, if any, engaged pursuant to Section 2.5.3.3 of the Purchase Agreement, the Escrow Agent shall disburse to the specified independent accounting firm from the Escrow Account such portion of the Escrow Funds as may be necessary to pay such specified amounts. 4.2 Distributions from Escrow Account Pursuant to Article VI and IX of the Purchase Agreement. (a) From time to time prior to the second anniversary of the Closing Date, the Purchasers may deliver to MTH and the Escrow Agent a written notice (a "Claim Notice") requesting distribution to Limited, on behalf of the Purchasers, of a specified portion of the Escrow Funds in full or partial payment of the indemnification obligations of one or more of the Sellers under the Purchase Agreement (subject to the limitations therein), which notice shall (i) identify in reasonable detail the facts and circumstances with respect to determining when the Escrowed Shares are subject matter of such claim and associated damages and the section of the Purchase Agreement under which such indemnification is sought and the amount and method for computing the amount of damages and (ii) shall be accompanied by a delivery receipt or other appropriate proof of delivery to MTH of such Claim Notice. If the Escrow Agent has not received a written objection to a Claim Notice within forty-five (45) days following the date of the Escrow Agent's receipt of such Claim Notice, MTH shall be released deemed to have irrevocably waived the right to object or otherwise challenge the claim referred to in such Claim Notice without prejudice to MTH's right to challenge any future claim and the Escrow Agent shall pay to Limited, on behalf of the Purchasers, the amount specified in the Claim Notice on the forty-sixth (46th) day following the receipt of such Claim Notice (or if the forty-sixth (46th) day is not a Business Day, then on the first Business Day following the forty-sixth (46th) day). (b) If the Escrow Agent shall have received a written objection from MTH to a claim referred to in a Claim Notice within forty-five (45) days following the terms date of the Escrow Agent's receipt of such Claim Notice, the Escrow Agent shall not make the payment of the amount specified in the Claim Notice to Limited pursuant to Section 4.2(a) of this Escrow Agreement, to whom the Escrowed Shares are to be released but shall instead withhold from the terms amount otherwise distributable hereunder an amount of this the Escrow Agreement, Funds sufficient to satisfy the claim to which objection has been made until it has received either (A) joint written instructions signed by MTH and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only Limited as to the following terms: disposition of the portion of the Escrow Funds in question, or (aB) 700,000 Escrowed Shares ("Indemnity Shares") an order of a court of competent jurisdiction that is final and not subject to further court proceedings or appeal. Any such court order shall be held in escrow pursuant accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to the terms of this Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001; (b) 1,800,000 Escrowed Shares shall be held in escrow pursuant Agent to the terms effect that the order is final and non-appealable. Upon receipt of this any such written instructions or order, the Escrow Agreement until the ________ day of DecemberAgent shall, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and (c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to the terms hereof, distribute such Escrow Funds in accordance therewith. If an objection of this Escrow Agreement) MTH to those shareholders payment of a claim referred to in a Claim Notice shall prevent timely payment to Limited, on behalf of the Company Purchasers, of any amount which is ultimately determined to be distributable in satisfaction of such claim, the Purchasers shall be entitled to all income received on such amount by its investment hereunder from and after the forty-sixth (46th) day following the "Shareholders") for every four (no fractional shares will be issued) shares of common stock Escrow Agent's receipt of the Depositor issued applicable Claim Notice until distribution of such amount to the Shareholders pursuant to the Offer (as defined in the Stock Exchange Agreement)Limited, other than with respect to (i) the shares of common stock issued pursuant to the tendering of securities on behalf of the Company issued at a cost of $0.01Purchasers, in payment thereof, and (ii) the shares determination by the Escrow Agent of common stock issued for securities such interest amount to which Limited, on behalf of the Company pursuant Purchasers, is entitled shall be binding on both MTH and the Purchasers. The amount of such interest shall be paid to a compulsory acquisition procedure or subsequent acquisition transactionLimited, on behalf of the Purchasers, concurrently with the distribution of the portion of the Escrow Funds to satisfy such Claim.

Release from Escrow. The Company 8.3.1 Target Group Holdco and the Purchaser shall have complete authority jointly, in accordance with respect to determining when the Escrowed Shares are to be released from the terms of this Escrow Agreement, instruct the Escrow Agent to whom release the Escrowed Shares are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only to Holdback Contract Value on the following terms:basis – 8.3.1.1 the Holdback Contract Value of a Holdback Contract (a) 700,000 Escrowed Shares ("Indemnity Shares"other than the Expiring Contracts, but, for the avoidance of doubt, expressly including the *** Contracts) shall be held in escrow pursuant released to the Sellers if, and as and when, the Change of Control Consent is received in relation thereto after the Closing Date but prior to 31 December 2017; provided that if a Designated Contract is amended or replaced on inferior commercial terms prior to that date ("New Contract Terms"), which results in a Diminished Value Amount in Sale Agreement (Execution Version)/#4200957v1 respect of that Holdback Contract of more than US$***, or the aggregate Diminished Value Amount of New Contract Terms on all relevant Holdback Contracts is more than US$ ***, then the Diminished Value Amount, shall be released to the Purchaser, and the remainder of that Holdback Contract Value shall be released to the Sellers, as and when such Diminished Value Amount is determined; 8.3.1.2 the Holdback Contract Value of the relevant Expiring Contract shall be released to the Sellers if, and as and when, the Replacement Agreement in relation thereto is concluded after the Closing Date but prior to 31 December 2017; provided that if New Contract Terms apply to that Replacement Agreement at such point in time which result in a Diminished Value Amount in respect of that Replacement Agreement of more than US$***, or the aggregate Diminished Value Amount of New Contract Terms on all relevant Replacement Agreements is more than US$ ***, then only the amount calculated by deducting the Diminished Value Amount from that Replacement Agreement shall be released to the Sellers as and when such Diminished Value Amount is determined, with the Diminished Value Amount being released to the Purchaser; 8.3.1.3 the Holdback Contract Value of a Holdback Contract (other than the Expiring Contracts and the *** Contracts) shall be released to the Sellers on 31 December 2017, if no Change of Control Consent is obtained by that date, unless a notice of termination of that Holdback Contract has been received by the Target Group before 31 December 2017 which has not been retracted and/or the relevant Holdback Contract has not been superseded by a subsequent agreement between the relevant Target Group Company and the Designated Third Party, in which event the relevant Holdback Contract Value shall be released to the Purchaser on 31 December 2017; 8.3.1.4 the Holdback Contract Value of an *** Contract that is a Holdback Contract shall be released to the Purchaser on 31 December 2017, if no Change of Control Consent in relation thereto is obtained by that date; and Sale Agreement (Execution Version)/#4200957v1 8.3.1.5 the Holdback Contract Value of an Expiring Contract that is a Holdback Contract shall be released to the Purchaser on 31 December 2017, if no Replacement Agreement in relation thereto has been concluded between a Target Group Company and the Designated Third Party by 31 December 2017. 8.3.2 Notwithstanding the preceding provisions of this clause 8.3, if an event provided for above arises triggering the release of an amount to the Purchaser, but which event occurs in circumstances where the Purchaser has breached its obligations in relation thereto in terms of this Escrow Agreement until clause 11, the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may relevant amount shall not be released from to the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may Purchaser but shall be released from the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001; (b) 1,800,000 Escrowed Shares shall be held in escrow pursuant to the terms of this Escrow Agreement until Sellers. 8.3.3 If a dispute arises between the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and (c) One Escrowed Share which is not an Indemnity Share shall be issued (subject Parties with regard to the terms calculation and/or the value of this Escrow Agreement) to those shareholders of any Diminished Value Amount, then the Company (Expert, as contemplated in clause 6.6, shall make a determination in respect thereof, mutatis mutandis, in accordance with the "Shareholders") for every four (no fractional shares will be issued) shares of common stock of the Depositor issued to the Shareholders pursuant to the Offer (as defined process contemplated in the Stock Exchange Agreement), other than clause 6.6 read with respect to (i) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (ii) the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transactionclause 6.5.

Release from Escrow. The (i) If, at any time prior to three (3) business days after the expiration of the Offering Period, the Escrow Agent receives notice from an Underwriter of a Closing Date under the Underwriting Agreement (the "Initial Closing Date," and the closing to be held on the Initial Closing Date, the "Initial Closing"), at the Initial Closing (upon receipt of a notice, which may be by telecopy, from the Company and an Underwriter that the Closing has contemporaneously been consummated subject to the collection of good funds and payment to the Company for the Shares), the Escrow Agent shall have complete authority with respect pay by wire transfer of immediately available funds to determining when such accounts as the Escrowed Company and the Underwriters may designate in writing from good and collected funds in the Escrow Account attributable to the Subscribers to whom Shares are to be released issued with respect to the Initial Closing: (A) to the Company, a sum equal to the Purchase Price for the Shares being purchased by the Subscribers who delivered such funds (and the interest earned thereon) less the difference between (x) 13% of such Purchase Price and (y) $27,500, and (B) to the Underwriters, the balance of the Purchase Price in such proportion as the Underwriters shall advise the Escrow Agent. In addition, the Escrow Agent shall deliver to the Company and the Underwriters a list of the Subscribers and the number of Shares being purchased by each such Subscriber. (ii) If, at any time after the Initial Closing Date and prior to three (3) business days following the expiration of the Offering Period, the Escrow Agent receives notice from an Underwriter of a Closing Date for one or more in addition to the Initial Closing (each an "Additional Closing"), at the Additional Closing (upon receipt of a notice, which may be by telecopy, from the terms Company and an Underwriter that such Additional Closing has contemporaneously been consummated subject to the collection of this good funds and payment to the Company for the Shares) the Escrow Agreement, Agent shall pay by wire transfer of immediately available funds to such accounts as the Company and the Underwriters may designate in writing from good and collected funds in the Escrow Account attributable to the Subscribers to whom the Escrowed Shares are to be released from issued with respect to such Additional Closing: (A) to the terms Company a sum equal to the Purchase Price for the Shares being purchased by the Subscribers (and the interest earned thereon) less 13% of this Escrow Agreementsuch Purchase Price, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only (B) to the following terms: (a) 700,000 Escrowed Shares ("Indemnity Shares") Underwriters, the balance in such proportion as the Underwriters shall be held in escrow pursuant advise the Escrow Agent. In addition, the Escrow Agent shall deliver to the terms of this Escrow Agreement until Company and the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from the terms of this Escrow Agreement on and after each Underwriters a list of the _____ day Subscribers and the number of September, 2000, December, 2000, March, 2001,and June, 2001;Shares being purchased by each such Subscriber. (b) 1,800,000 Escrowed Shares shall be held in escrow pursuant In the event (i) checks representing the Minimum Offering Proceeds are not received by the Escrow Agent on or prior to the terms of this Escrow Agreement until the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each expiration of the _____ day Offering Period, (ii) good and collected funds in an aggregate amount equal to or greater than the Minimum Offering Proceeds are not in the Escrow Account within ten (10) business days after the expiration of Marchthe Offering Period, 2000(iii) a Subscription is not timely accepted by the Company and an Underwriter, June(iv) a Closing has not been held within thirteen (13) business days after the expiration of the Offering Period with respect to a Subscription, 2000or (v) a Subscription has been timely accepted but an Underwriter has instructed the Escrow Agent in writing to return the applicable Purchase Price to the Subscriber, Septemberthen in any such event, 2000the Escrow Agent shall promptly return the Purchase Price to the applicable Subscriber(s). The Escrow Agent may return the Purchase Price by returning the Subscriber's check or by delivering a check drawn on the Escrow Agent in the amount received from such Subscriber, Decemberwith the interest (if any) earned thereon. Notwithstanding the foregoing, 2000, March, 2001,and June, 2001; andin no event shall the Escrow Agent refund any part of the interest earned of a prospective purchaser's Subscription deposit until such time as the Escrow Agent has received an appropriate W-9 Form from a Subscriber who failed to complete the Backup Withholding section in the Subscription. (c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to Notwithstanding the terms foregoing, the distribution of this Escrow Agreement) to those shareholders of the Company (the "Shareholders") for every four (no fractional shares will be issued) shares of common stock of the Depositor issued to the Shareholders funds pursuant to the Offer (as defined in the Stock Exchange Agreement), other than with respect to (isections 6(a) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (iib) shall not occur until the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transactiondate on which said good and collected funds have cleared.