ESCROW AGREEMENT
	 

	 
		ESCROW AGREEMENT, dated as of _________,
		2007 (“Agreement”), by and among HIGHLANDS ACQUISITION CORP., a
		Delaware corporation (“Company”), HIGHLAND EQUITY LLC, IVY HEALTHCARE
		CAPITAL II, L.P., ROBERT W. PANGIA, FIELDPOINT CAPITAL, LLC, DENNIS W.
		O’DOWD, VIRGILIO RENE VELOSO, LESLIE D. MICHELSON, WILLIAM V. CAMPBELL,
		WILLIAM F. OWENS and MICHAEL A. HENNING (each a “Founder” and,
		collectively, the “Founders”) and CONTINENTAL STOCK TRANSFER &
		TRUST COMPANY, a New York corporation (“Escrow Agent”).
	 

	 
		WHEREAS, the Company has entered into an
		Underwriting Agreement, dated ________, 2007 (“Underwriting
		Agreement”), with Citigroup Global Markets Inc. acting as representative
		of the several underwriters (collectively, the “Underwriters”),
		pursuant to which, among other matters, the Underwriters have agreed to
		purchase 10,000,000 units (“Units”) of the Company. Each Unit
		consists of one share of the Company’s common stock, par value $.0001 per
		share (“Common Stock”), and one warrant (“Warrant”), each
		warrant to purchase one share of Common Stock, all as more fully described in
		the Company’s final Prospectus, dated ______, 2007
		(“Prospectus”) comprising part of the Company’s Registration
		Statement on Form S-1 (File No. 333-143599) under the Securities Act
		of 1933, as amended (“Registration Statement”), declared effective on
		_________, 2007 (“Effective Date”).
	 

	 
		WHEREAS, in connection with the founding of
		the Company, the Founders have purchased from the Company an aggregate of
		2,500,000 units (the “Founders’ Units”), with each
		Founders’ Unit consisting of one share of Common Stock (the
		“Founders’ Common Stock”) and one Warrant (the
		“Founders’ Warrant”).
	 

	 
		WHEREAS, the Founders have agreed as a
		condition of the sale of the Units to deposit their Founders’ Common Stock
		(“Escrow Shares”) and Founders’ Warrants (“Escrow
		Warrants,” and together with the Escrow Shares, the “Escrow
		Securities”) of the Company, as set forth opposite their respective names
		in Exhibit A attached hereto, in escrow as hereinafter provided.
	 

	 
		WHEREAS, the Company and the Founders desire
		that the Escrow Agent accept the Escrow Securities, in escrow, to be held and
		disbursed as hereinafter provided.
	 

	 
		IT IS AGREED:
	 

	 
		1. Appointment of Escrow Agent. The Company and the Founders hereby appoint the Escrow
		Agent to act in accordance with and subject to the terms of this Agreement and
		the Escrow Agent hereby accepts such appointment and agrees to act in
		accordance with and subject to such terms.
	 

	 
		2. Deposit of Escrow Securities. On or before the Effective Date, each of the Founders
		shall deliver to the Escrow Agent certificates representing his, her or its
		respective Escrow Securities, to be held and disbursed subject to the terms and
		conditions of this Agreement. Each Founder acknowledges that the certificates
		representing his, her or its Escrow Securities is legended to reflect the
		deposit of such Escrow Securities under this Agreement.
	 

	 
		3. Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Shares until
		one year after the consummation of a Business Combination (as defined in the
		
	 

	 
		 
	 



	 
	 

	 

	 
		Registration Statement) and shall hold the
		Escrow Warrants until the last sales price of the Common Stock exceeds $14.25
		per share (subject to adjustment in the event of stock dividends, splits and
		similar actions) for any 20 trading days within a 30-trading day period
		beginning 90 days after the consummation of a Business Combination
		(collectively, the “Escrow Period”), on which dates it shall, upon
		written instructions from each Founder, disburse each of the Founder’s
		Escrow Shares or Escrow Warrants (and any applicable stock power), as
		applicable, to such Founder; provided, however, that if the Escrow Agent is
		notified by the Company pursuant to Section 6.7 hereof that the Company is
		being liquidated at any time during the Escrow Period, then the Escrow Agent
		shall promptly destroy the certificates representing the Escrow Securities;
		provided, however, that if the Underwriters do not exercise their
		over-allotment option to the full extent to purchase an additional 1,500,000
		Units of the Company (as described in the Prospectus), the Founders agree that
		the Escrow Agent shall return to the Company for cancellation, at no cost, the
		number of Escrow Shares and Escrow Warrants held by each Founder determined by
		multiplying (a) the product of (i) 375,000, multiplied by (ii) a fraction, (x)
		the numerator of which is the number of Escrow Shares and Escrow Warrants held
		by each Founder, and (y) the denominator of which is the total number of Escrow
		Shares and Escrow Warrants, by (b) a fraction, (i) the numerator of which is
		1,500,000 minus the number of shares of Common Stock purchased by the
		Underwriters upon the exercise of their over-allotment option, and (ii) the
		denominator of which is 1,500,000; provided further, however, that if, after
		the Company consummates a Business Combination (as such term is defined in the
		Registration Statement), (i) it (or the surviving entity) subsequently
		consummates a liquidation, merger, stock exchange or other similar transaction
		which results in all of the stockholders of such entity having the right to
		exchange their shares of Common Stock for cash, securities or other property or
		(ii) the last sales price of the Common Stock equals or exceeds $20.00 per
		share (subject to adjustment in the event of stock dividends, splits and
		similar actions) for any 20 trading days within any 30-trading day period
		beginning 90 days after the consummation of a Business Combination, then the
		Escrow Agent will, upon receipt of a certificate, executed by the Chairman of
		the Board, Chief Financial Officer or other authorized officer of the Company,
		in form reasonably acceptable to the Escrow Agent, that such transaction is
		then being consummated or such conditions have been achieved, as applicable,
		release the Escrow Securities to the Founders. The Escrow Agent shall have no
		further duties hereunder after the disbursement or destruction of the Escrow
		Securities in accordance with this Section 3.
	 

	 
		4. Rights of Founders in Escrow Securities. 
	 

	 
		4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described
		in Section 4.4 hereof and except as herein provided, the Founders shall retain
		all of their rights as stockholders with respect to his Escrow Shares during
		the Escrow Period, including, without limitation, the right to vote such
		shares.
	 

	 
		4.2 Dividends and Other Distributions in Respect of the
		Shares of Common Stock. During the
		Escrow Period, all dividends payable in cash with respect to the Escrow Shares
		shall be paid to the Founders, but all dividends payable in stock or other
		non-cash property (“Non-Cash Dividends”) shall be delivered to the
		Escrow Agent to hold in accordance with the terms hereof. As used herein, the
		term “Escrow Securities” shall be deemed to include the Non-Cash
		Dividends distributed thereon, if any.
	 

	 
		4.3 Restrictions on Transfer. In order to induce the Underwriters to enter into the
		Underwriting Agreement, the Founders will not, without the prior written
		consent of Citigroup, (i) offer, sell, contract to sell, pledge, hypothecate,
		grant any option to purchase or otherwise dispose of (or enter into any
		transaction which is designed to, or might reasonably be expected to, result in
		the disposition (whether by actual disposition or effective economic
		disposition due to cash settlement or otherwise) by the Founders or any
		affiliate of the Founders or any person in privity with the Founders or any
		affiliate thereof), directly or indirectly, including the filing (or
		participation in the filing) of a registration statement (other than as
		provided for in that certain Registration Rights Agreement between the Company
		and the Founders executed on the date hereof) with the Securities and Exchange
		Commission (the “Commission”) in respect of, any Escrow Securities,
		(ii) establish or increase a put equivalent position or liquidate or decrease a
		call equivalent position within the meaning of Section 16 of
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		the Securities Exchange Act of 1934, as
		amended (the “Exchange Act”), and the rules and regulations of the
		Commission promulgated thereunder with respect to, any Escrow Securities, (iii)
		enter into any swap or other arrangement that transfers to another, in whole or
		in part, any of the economic consequences of ownership of the Founders’
		Units, Founders’ Common Stock, Founders’ Warrants, Common Stock
		issuable upon exercise of the Founders’ Warrants or any securities
		convertible into or exercisable or exchangeable for Common Stock or Warrants or
		other rights to purchase Common Stock or any such securities, whether any such
		transaction is to be settled by delivery of Common Stock or such other
		securities, in cash or otherwise or (iv) publicly announce an intention to
		effect any such transaction, during the period in which such Escrow Securities
		are held in escrow hereunder, except (i) to an entity’s members upon its
		liquidation, (ii) for estate planning purposes by bona fide gift to a member of
		a Founder’s immediate family or to a trust, the beneficiary of which is a
		Founder or a member of a Founder’s immediate family, (iii) by virtue of
		the laws of descent and distribution upon death of any Founder, (iv) pursuant
		to a qualified domestic relations order, (v) to the Company’s officers,
		directors and employees and persons affiliated with its founders or (vi) by
		private sales with respect to up to 33% of the Escrow Securities made at or
		prior to the consummation of a Business Combination at prices no greater than
		the price at which the securities were originally purchased ($0.01 per unit);
		provided, however, that
		such transfers may be implemented only upon the respective transferee’s
		written agreement to be bound by the terms and conditions of this Agreement,
		the Insider Letter signed by the Founder transferring the Escrow Securities and
		any other agreement affecting the transferability of the Founders’ Units,
		Founders’ Common Stock or Founders’ Warrants to which the Founder is
		then bound. 
	 

	 
		4.4 Insider Letters.
		Each of the Founders has executed a letter agreement with Citigroup Global
		Markets Inc. and the Company, dated as indicated on Exhibit A hereto, and
		which is filed as an exhibit to the Registration Statement (“Insider
		Letter”), respecting the rights and obligations of such Founder in certain
		events, including but not limited to the liquidation of the Company.
	 

	 
		5. Concerning the Escrow Agent.
	 

	 
		5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action
		taken or omitted by it in good faith and in the exercise of its own best
		judgment, and may rely conclusively and shall be protected in acting upon any
		order, notice, demand, certificate, opinion or advice of counsel (including
		counsel chosen by the Escrow Agent), statement, instrument, report or other
		paper or document (not only as to its due execution and the validity and
		effectiveness of its provisions, but also as to the truth and acceptability of
		any information therein contained) which is believed by the Escrow Agent to be
		genuine and to be signed or presented by the proper person or persons. The
		Escrow Agent shall not be bound by any notice or demand, or any waiver,
		modification, termination or rescission of this Agreement unless evidenced by a
		writing delivered to the Escrow Agent signed by the proper party or parties
		and, if the duties or rights of the Escrow Agent are affected, unless it shall
		have given its prior written consent thereto. 
	 

	 
		5.2 Indemnification.
		The Escrow Agent shall be indemnified and held harmless by the Company from and
		against any expenses, including counsel fees and disbursements, or loss
		suffered by the Escrow Agent in connection with any action, suit or other
		proceeding involving any claim which in any way, directly or indirectly, arises
		out of or relates to this Agreement, the services of the Escrow Agent
		hereunder, or the Escrow Securities held by it hereunder, other than expenses
		or losses arising from the gross negligence or willful misconduct of the Escrow
		Agent. Promptly after the receipt by the Escrow Agent of notice of any demand
		or claim or the 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		commencement of any action, suit or
		proceeding, the Escrow Agent shall notify the other parties hereto in writing.
		In the event of the receipt of such notice, the Escrow Agent, in its sole
		discretion, may commence an action in the nature of interpleader in an
		appropriate court to determine ownership or disposition of the Escrow
		Securities or it may deposit the Escrow Securities with the clerk of any
		appropriate court or it may retain the Escrow Securities pending receipt of a
		final, non-appealable order of a court having jurisdiction over all of the
		parties hereto directing to whom and under what circumstances the Escrow
		Securities are to be disbursed and delivered. The provisions of this Section
		5.2 shall survive in the event the Escrow Agent resigns or is discharged
		pursuant to Sections 5.5 or 5.6 below.
	 

	 
		5.3 Compensation.
		The Escrow Agent shall be entitled to reasonable compensation from the Company
		for all services rendered by it hereunder. The Escrow Agent shall also be
		entitled to reimbursement from the Company for all expenses paid or incurred by
		it in the administration of its duties hereunder including, but not limited to,
		all counsel, advisors’ and agents’ fees and disbursements and all
		taxes or other governmental charges.
	 

	 
		5.4 Further Assurances. From time to time on and after the date hereof, the
		Company and the Founders shall deliver or cause to be delivered to the Escrow
		Agent such further documents and instruments and shall do or cause to be done
		such further acts as the Escrow Agent shall reasonably request to carry out
		more effectively the provisions and purposes of this Agreement, to evidence
		compliance herewith or to assure itself that it is protected in acting
		hereunder.
	 

	 
		5.5 Resignation. The
		Escrow Agent may resign at any time and be discharged from its duties as escrow
		agent hereunder by its giving the other parties hereto written notice and such
		resignation shall become effective as hereinafter provided. Such resignation
		shall become effective at such time that the Escrow Agent shall turn over to a
		successor escrow agent appointed by the Company, the Escrow Securities held
		hereunder. If no new escrow agent is so appointed within the 60 day period
		following the giving of such notice of resignation, the Escrow Agent may
		deposit the Escrow Securities with any court it reasonably deems
		appropriate.
	 

	 
		5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from
		its duties as escrow agent hereunder if so requested in writing at any time by
		the other parties hereto, jointly, provided, however, that such resignation
		shall become effective only upon acceptance of appointment by a successor
		escrow agent as provided in Section 5.5.
	 

	 
		5.7 Liability.
		Notwithstanding anything herein to the contrary, the Escrow Agent shall not be
		relieved from liability hereunder for its own gross negligence or its own
		willful misconduct.
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		6. Miscellaneous.
	 

	 
		6.1 Governing Law.
		This Agreement shall for all purposes be deemed to be made under and shall be
		construed in accordance with the laws of the State of New York, without giving
		effect to conflicts of law principles that would result in the application of
		the substantive laws of another jurisdiction (whether of the State of New York
		or any other jurisdiction that would cause the application of the laws of any
		jurisdiction other than the State of New York). The Company hereby agrees that
		any action, proceeding or claim against it arising out of or relating in any
		way to this Agreement shall be brought and enforced in the courts of the State
		of New York or the United States District Court for the Southern District of
		New York, and irrevocably submits to such jurisdiction, which jurisdiction
		shall be exclusive. The Company hereby waives any objection to such exclusive
		jurisdiction and that such courts represent an inconvenience forum. Any such
		process or summons to be served upon the Company may be served by transmitting
		a copy thereof by registered or certified mail, return receipt requested,
		postage prepaid, addressed to it at the address set forth in Section 6.6
		hereof. Such mailing shall be deemed personal service and shall be legal and
		binding upon the Company in any action, proceeding or claim.
	 

	 
		6.2 Third Party Beneficiaries. Each of the Founders hereby acknowledges that the
		Underwriters are third party beneficiaries of this Agreement and this Agreement
		may not be modified or changed without the prior written consent of Citigroup
		Global Markets Inc. 
	 

	 
		6.3 Entire Agreement. This Agreement contains the entire agreement of the
		parties hereto with respect to the subject matter hereof and, except as
		expressly provided herein, may not be changed or modified except by an
		instrument in writing signed by the party to the charged. It may be executed in
		several original or facsimile counterparts, each one of which shall constitute
		an original, and together shall constitute but one instrument.
	 

	 
		6.4 Headings. The
		headings contained in this Agreement are for reference purposes only and shall
		not affect in any way the meaning or interpretation thereof.
	 

	 
		6.5 Binding Effect.
		This Agreement shall be binding upon and inure to the benefit of the respective
		parties hereto and their legal representatives, successors and assigns.
	 

	 
		6.6 Notices. Any
		notice or other communication required or which may be given hereunder shall be
		in writing and either be delivered personally or be mailed, certified or
		registered mail, or by private national courier service, return receipt
		requested, postage prepaid, and shall be deemed given when so delivered
		personally or, if mailed, two days after the date of mailing, as
		follows:
	 

	 
		If to the Company, to:
	 

	 
		Highlands Acquisition Corp.
	 

	 
		One Paragon Drive, Suite 125
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Attn: Chief Executive Officer
	 

	 
		If to a Stockholder, to his address set
		forth in Exhibit A.
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		and if to the Escrow Agent, to:
	 

	 
		Continental Stock Transfer & Trust
		Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Chairman
	 

	 
		A copy of any notice sent hereunder shall be
		sent to:
	 

	 
		Graubard Miller
	 

	 
		The Chrysler Building
	 

	 
		405 Lexington Avenue
	 

	 
		New York, New York 10174
	 

	 
		Attn: David Alan Miller, Esq.
	 

	 
		and:
	 

	 
		Citigroup Global Markets Inc.
	 

	 
		388 Greenwich Street
	 

	 
		New York, New York 10013
	 

	 
		Attn: David Spivak
	 

	 
		and:
	 

	 
		Bingham McCutchen LLP
	 

	 
		399 Park Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attn: Ann F. Chamberlain, Esq.
	 

	 
		The parties may change the persons and
		addresses to which the notices or other communications are to be sent by giving
		written notice to any such change in the manner provided herein for giving
		notice.
	 

	 
		6.7 Liquidation of the Company. The Company shall give the Escrow Agent written
		notification of the liquidation of the Company in the event that the Company
		fails to consummate a Business Combination within the time period specified in
		the Prospectus.
	 

	 
		6.8 Counterparts.
		This Agreement may be signed in counterparts which, taken together, shall
		constitute one Agreement.
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		WITNESS the execution of this Agreement as
		of the date first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FOUNDERS:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLAND EQUITY LLC
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  IVY HEALTHCARE CAPITAL II,
				  L.P.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Robert W. Pangia
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FIELDPOINT CAPITAL, LLC
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Dennis W. O’Dowd
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Virgilio Rene Veloso
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Leslie D. Michelson
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  William V. Campbell
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  William F. Owens
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Michael A. Henning
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CONTINENTAL STOCK
				  TRANSFER
 & TRUST COMPANY
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Founders’ Common Stock
				

			 	
				
				   
				

			 	
				
				  Founders’ Warrants
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Name and Address of 

				  Founder
				

			 	
				
				   
				

			 	
				
				  Number of 

				  Shares
				

			 	
				
				   
				

			 	
				
				  Stock 

				  Certificate 

				  Number
				

			 	
				
				   
				

			 	
				
				  Number of

				  Warrants
				

			 	
				
				   
				

			 	
				
				  Warrant

				  Certificate

				   Number
				

			 	
				
				   
				

			 	
				
				  Date of

				  Insider Letter