Exhibit 10.1


 


ESCROW
AGREEMENT


 


ESCROW
AGREEMENT (“Agreement”) dated __________ 2017 by and among MUNDO MEDIA LTD.
(“Mundo”), [____] (the “Representative”), as the representative of the interests of persons entitled to
receive consideration as a result of the Amalgamation Agreement (defined below), __________ and _______, acting as the
committee (the “Committee”) representing the interests of Harmony Merger Corp. (“Harmony”), and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).


 


Harmony,
Harmony Merger Sub (Canada) Inc. (“Merger Sub”), a wholly-owned subsidiary of Harmony, Customer Acquisition Network
(Canada) Inc. (the “Company”) and the former shareholders of the Company are parties to an Agreement and Plan of Reorganization
dated as of January 7, 2017 (the “Amalgamation Agreement”) pursuant to which an amalgamation of Harmony, Merger Sub
and the Company took place to form Mundo. Capitalized terms used herein that are not otherwise defined herein shall have the meanings
ascribed to them in the Amalgamation Agreement.


 


Pursuant
to the Amalgamation Agreement, Mundo and Harmony are to be indemnified in certain respects by the former security holders of the
Company. The parties desire to establish an escrow fund as the sole remedy for the indemnification obligations set forth in Article
VII of the Amalgamation Agreement. The Representative has been designated pursuant to the Amalgamation Agreement to represent
the former security holders of the Company and each Permitted Transferee (as hereinafter defined) of such security holders (the
security holders and all such Permitted Transferees are hereinafter referred to collectively as the “Owners”), and
to act on their behalf for purposes of this Agreement. The Committee has been designated pursuant to the Amalgamation Agreement
to represent Harmony and to act on its behalf for purposes of this Agreement.


 


The
parties agree as follows:


 


1.            (a)      Concurrently
with the execution hereof, an aggregate of (i) ____ Mundo Shares (the “Escrow Shares”) and (ii) 2,794,118 Mundo Shares
(the “Contingent Shares”) issued to the Shareholders at the Closing pursuant to the Amalgamation Agreement, which
shall be allocated among the Shareholders in accordance with the allocation set forth on Schedule 1(a) attached hereto, together
with five (5) share powers from each Shareholder separate from the share certificates executed in blank by each such Shareholder
with signature medallion guaranteed (or in lieu of such share powers being medallion guaranteed, accompanied by an appropriate
waiver form addressed to Escrow Agent), shall be delivered to the Escrow Agent to be held in escrow pursuant to the terms of this
Agreement and Section 1.10 and Article VII of the Amalgamation Agreement. The Escrow Shares represented by the share certificates
so delivered to the Escrow Agent are herein referred to in the aggregate as the “Escrow Fund.” The Escrow Fund shall
represent the sole remedy of Mundo, Harmony and any Indemnified Party for Indemnification Claims (as hereinafter defined), and
under no circumstances shall the Contingent Shares be subject to any Indemnification Claims from Mundo, Harmony or any Indemnified
Party. The Escrow Agent shall maintain a separate account for each Owner’s portion of the Escrow Fund and for each Owner’s
portion of the Contingent Shares.


 






     

     


    

 


(b)       The
Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and
conditions hereof. It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the
property of Mundo. The Escrow Agent’s duties hereunder shall terminate upon its distribution of (i) all of the Contingent
Shares in accordance with the terms of this Agreement and the Amalgamation Agreement and (ii) the entire Escrow Fund in accordance
with this Agreement (the “Escrow Termination Date”).


 


(c)       Except
as herein provided, the Owners shall retain all of their rights as shareholders of Mundo with respect to (i) the Contingent Shares
and (ii) the Escrow Shares during the period the Contingent Shares and the Escrow Shares, respectively, are held by the Escrow
Agent (the “Escrow Period”), including, without limitation, the right to vote their Contingent Shares and their Escrow
Shares.


 


(d)       During
the Escrow Period, all dividends payable in cash with respect to either (i) the Contingent Shares or (ii) the Escrow Shares shall
be paid to the Owners, 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, each of the terms “Contingent
Shares” and “Escrow Fund” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


(e)       During
the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares or the Contingent Shares
except (i) to a “Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of descent and distribution
upon death of any Owner, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers
may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this
Agreement. As used in this Agreement, the term “Permitted Transferee” shall include: (1) members of a holders’
“Immediate Family” (as hereinafter defined); (2) an entity in which (A) a holder and/or members of a holder’s
Immediate Family beneficially own 100% of such entity’s voting and non-voting equity securities, or (B) a holder and/or
a member of such holder’s Immediate Family is a general partner and in which such holder and/or members of such holder’s
Immediate Family beneficially own 100% of all capital accounts of such entity; (3) a revocable trust established by a holder during
his lifetime for the benefit of such holder’s or for the exclusive benefit of all or any of such holder’s Immediate
Family; and (4) any Affiliate. As used in this Agreement, the term “Immediate Family” means, with respect to any holder,
a spouse, parent, lineal descendants, the spouse of any lineal descendant, and brothers and sisters (or a trust, all of whose
current beneficiaries are members of an Immediate Family of the holder). As used in this Agreement, “Affiliate” means,
as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common
control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise. As used in this Agreement, “Person”
means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other
enterprise, association, organization, entity or governmental entity. In connection with and as a condition to each permitted
transfer, the Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement. Upon receipt
of such agreement, the Escrow Agent shall deliver to Mundo’s transfer agent the original share certificate out of which
the assigned shares are to be transferred, and shall request that Mundo issue new certificates representing (m) the number of
shares, if any, that continue to be owned by the transferring holder, and (n) the number of shares owned by the Permitted Transferee
as the result of such transfer. Mundo, the transferring holder and the Permitted Transferee shall cooperate in all respects with
the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby. During
the Escrow Period, no Owner shall pledge or grant a security interest in such Owner’s Escrow Shares included in the Escrow
Fund or such Owner’s Contingent Shares or grant a security interest in such Owner’s rights under this Agreement.


 






    	 	-2-	 



     


    

 


2.           (a)      Mundo,
acting through the Committee, may make a claim for indemnification pursuant to the Amalgamation Agreement (“Indemnification
Claim”) against the Escrow Fund by giving notice (a “Notice”) to the Representative, with a copy to the Escrow
Agent, specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Amalgamation
Agreement which it asserts has been breached or otherwise entitles Mundo to indemnification, (ii) in reasonable detail, the nature
and dollar amount of any Indemnification Claim, and (iii) whether such Loss may be covered (in whole or in part) under any insurance
and the estimated amount of such Loss which may be covered under such insurance. The Committee also shall deliver to the Escrow
Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as
to the date on which the Notice was delivered to the Indemnifying Party.


 


(b)       If
the Representative shall give a notice to the Committee (with a copy to the Escrow Agent) (a “Counter Notice”), within
30 days following the date of receipt (as specified in the Committee’s certification) by the Representative of a copy of
the Notice, disputing whether the Indemnification Claim is indemnifiable under the Amalgamation Agreement, the Representative
and Committee shall attempt to resolve such dispute by voluntary settlement as provided in paragraph 2(c) below. If no Counter
Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Committee within such 30-day period,
the Indemnification Claim shall be deemed to be contested in its entirety for the purposes of this Agreement.


 


(c)       If
the Committee delivers a Counter Notice to the Representative and the Escrow Agent, the Representative and Committee shall, during
the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to
in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given.
If the Representative and Committee shall reach a settlement with respect to any such dispute, they shall jointly deliver written
notice of such settlement to the Escrow Agent specifying the terms thereof. If the Representative and Committee shall be unable
to reach a settlement with respect to a dispute, such dispute shall be resolved in accordance with the provisions of Section 10.8
of the Amalgamation Agreement.


 






    	 	-3-	 



     


    

 


(d)       As
used in this Agreement, “Established Claim” means any (i) Indemnification Claim resolved by mutual resolution pursuant
to paragraph 2(c) above, resulting in an award to Mundo, or (ii) Indemnification Claim that has been sustained by a final determination
(after exhaustion of any appeals) of a court of competent jurisdiction; provided that, subject to the terms of the Amalgamation
Agreement, notwithstanding anything herein, no Indemnification Claim by Mundo shall become an Established Claim unless and until
the aggregate amount of indemnification Losses exceeds $1,000,000 (the “Deductible”), in which event only the
amount of such Established Claim(s) in excess of the Deductible shall be payable. The aggregate liability for Losses shall not
in any event exceed the number of Escrow Shares included in the Escrow Fund.


 


(e)      (i)   Promptly
after an Indemnification Claim becomes an Established Claim, the Representative and Committee shall jointly deliver a written
notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to pay to Mundo, and the Escrow Agent promptly
shall deliver to Mundo, an amount of Escrow Shares, subject to the provisions of Sections 2(e)(ii) and (iii) below, equal to (subject
to the Deductible described in Section 2(d) above and Section 7.4(c) of the Amalgamation Agreement) the dollar amount of which
shall equal the Loss (as defined in the Amalgamation Agreement) resulting from the Established Claim (or, if at such time there
remains in the Escrow Fund less than the full amount so payable, the full amount remaining in the Escrow Fund).


 


(ii)   Payment
of an Established Claim shall be made from Escrow Shares included in the Escrow Fund pro rata from the account maintained on behalf
of each Owner. For purposes of each payment, such shares shall be valued at the “Fair Market Value” (as defined below).
However, in no event shall the Escrow Agent be required to calculate Fair Market Value or make a determination of the number of
shares to be delivered to Mundo in satisfaction of any Established Claim; rather, such calculation shall be included in and made
part of the Joint Notice. The Escrow Agent shall transfer to Mundo out of the Escrow Fund that number of Escrow Shares necessary
to satisfy each Established Claim, as set out in the Joint Notice. Any dispute between the Representative and Committee concerning
the calculation of Fair Market Value or the number of shares necessary to satisfy any Established Claim, or any other dispute
regarding a Joint Notice, shall be resolved between the Representative and Committee in accordance with the procedures specified
in paragraph 2(c) above, and shall not involve the Escrow Agent. Each transfer of shares in satisfaction of an Established Claim
shall be made by the Escrow Agent delivering to Mundo’s transfer agent one or more stock certificates held in each Owner’s
account evidencing not less than such Owner’s pro rata portion of the aggregate number of shares specified in the Joint
Notice, together with share powers separate from certificate executed in blank by such Owner and completed by the Escrow Agent
in accordance with instructions included in the Joint Notice, and receiving in return new certificates representing the number
of shares owned by each Owner after such payment. The parties hereto (other than the Escrow Agent) agree that the foregoing right
to make payments of Established Claims in Escrow Shares may be made notwithstanding any other agreements restricting or limiting
the ability of any Owner to sell any Escrow Shares or otherwise. The Representative and Committee shall be required to exercise
utmost good faith in all matters relating to the preparation and delivery of each Joint Notice. As used herein, “Fair Market
Value” means the average reported closing sales price for the Mundo Shares for the ten trading days ending on the last trading
day prior to the day the Established Claim is paid with respect to Indemnification Claims paid on or before the Escrow Termination
Date. If the Mundo Shares are not then listed or admitted to trading on any national securities exchange, the “Fair Market
Value” means the average of the reported closing bid and asked prices of the Mundo Shares on such date on the principal
over the counter market on which the Mundo Shares are traded, and if the Mundo Shares are not so traded, a market price per share
determined in good faith by the Mundo Board of Directors.


 






    	 	-4-	 



     


    

 


(iii)  Notwithstanding
anything herein to the contrary, at such time as an Indemnification Claim has become an Established Claim, the Owners shall have
the right to substitute for the Escrow Shares included in the Escrow Fund that otherwise would be paid in satisfaction of such
claim (the “Claim Shares”) cash in an amount equal to the Fair Market Value of the Claim Shares (“Substituted
Cash”). In such event (i) the Joint Notice shall include a statement describing the substitution of Substituted Cash for
the Claim Shares, and (ii) substantially contemporaneously with the delivery of such Joint Notice, the Owners shall cause currently
available funds to be delivered to the Escrow Agent in an amount equal to the Substituted Cash. Upon receipt of such Joint Notice
and Substituted Cash, the Escrow Agent shall (y) in payment of the Established Claim described in the Joint Notice, deliver the
Substituted Cash to Mundo in lieu of the Claim Shares, and (z) cause the Claim Shares to be immediately delivered to the Owners.


 


(f)      
The Representative shall also be entitled to make a claim (an “Adjustment Claim”) in the event that, after a dispute,
the Mundo Calculation is determined by the Accounting Arbiter to be correct pursuant to Section 1.13 of the Amalgamation Agreement
by giving notice (the “Representative Notice”) to the Escrow Agent specifying that the Accounting Arbiter made such
determination. In such event, the Escrow Agent shall distribute and deliver to the Owners certificates representing the Escrow
Shares then in such Owner’s account in the Escrow Fund equal to the number specified in the Representative Notice, which
number shall equal the aggregate fees, costs and expenses incurred in connection with the determination of the Net Income Calculation
provided for in Section 1.13(e) of the Amalgamation Agreement divided by $10.20.


 


3.            (a)      Upon determination of the Net Income Calculation after the end of each of Mundo’s fiscal years ended December 31,
2017 and 2018, respectively, as determined pursuant to the Amalgamation Agreement, the Committee and Mundo shall jointly deliver
a written notice to the Escrow Agent (a “Joint Contingent Notice”) directing the Escrow Agent to pay to either the
Owners or Mundo, as applicable and the Escrow Agent promptly shall deliver to such party, an amount of Contingent Shares as set
forth in the Joint Contingent Notice.


 


(b)       Notwithstanding anything set forth above, upon the closing of a liquidation, merger, stock exchange or other similar transaction
or series of transactions which requires the approval of the shareholders of Mundo and at a valuation of Mundo or its assets that
is equivalent to a per share purchase price in excess of $10.20 per share, all of the Contingent Shares shall become fully earned
and due to the Owners and the Escrow Agent promptly shall deliver to each Owner certificates representing their pro rata share
of all of the Contingent Shares held by the Escrow Agent at that time.


 






    	 	-5-	 



     


    

 


4.            (a)      On
the first Business Day after the Escrow Termination Date, upon receipt of a Joint Notice, the Escrow Agent shall distribute and
deliver to each Owner certificates representing the Escrow Shares then in such Owner’s account in the Escrow Fund equal
to the original number of shares placed in such Owner’s account less that number of shares in such Owner’s account
equal to the sum of (i) the number of shares applied in satisfaction of any Adjustment Claim made prior to that date, (ii) the
number of shares applied in satisfaction of Indemnification Claims made prior to that date and (iii) the number of shares in the
Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there
are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section
2 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after
exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”),
and which, if resolved or finally determined in favor of Mundo, would result in a payment to Mundo, the Escrow Agent shall retain
in the Pending Claims Reserve that number of Escrow Shares from the Escrow Fund having a Fair Market Value equal to the dollar
amount for which indemnification is sought in such Indemnification Claim, allocated pro rata from the account maintained on behalf
of each Owner. The Representative and Committee shall certify to the Escrow Agent the Fair Market Value to be used in calculating
the Pending Claims Reserve and the number of Escrow Shares to be retained therefor. Thereafter, if any Pending Claim becomes an
Established Claim, the Representative and Committee shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent
to deliver to Mundo the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph
2(e) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all
as specified in a Joint Notice. If any Pending Claim is resolved without resulting in an Established Claim against Mundo, the
Representative and Committee shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner
its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.


 


(b)       Upon
the closing of a liquidation, merger, stock exchange or other similar transaction or series of transactions which requires the
approval of the shareholders of Mundo, the Escrow Agent shall distribute and deliver to each Owner certificates representing the
Escrow Shares then in such Owner’s account in the Escrow Fund equal to the original number of shares placed in such Owner’s
account less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction
of any Adjustment Claim made prior to that date, (ii) the number of shares applied in satisfaction of Indemnification Claims made
prior to that date and (iii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided
in Section 4(a) above.


 


(c)     
As used herein, the “Pending Claims Reserve” shall mean, at the time any such determination is made, that number of
Escrow Shares in the Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar amounts claimed to be due
with respect to all Pending Claims (as shown in the Notices of such Claims).


 






    	 	-6-	 



     


    

 


5.           The
Escrow Agent, the Representative and Committee shall cooperate in all respects with one another in the calculation of any amounts
determined to be payable to Mundo and the Owners in accordance with this Agreement and in implementing the procedures necessary
to effect such payments.


 


6.           (a)       The
Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent
is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.


 


(b)       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.


 


(c)       The
Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Mundo pursuant to the terms of this
Agreement or, if such notice is disputed by the Representative or the Committee, the settlement with respect to any such dispute,
whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Mundo the
amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability
of any specification or certification made in such notice.


 


(d)       The
Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights
or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete
authorization and indemnification under Section 6(g), below, for any action taken or suffered by it hereunder in good faith and
in accordance with the opinion of such counsel.


 


(e)       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 the Escrow Fund to a successor escrow agent appointed jointly by the Representative
and Stockholder Nominee. 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 Fund with any court it reasonably deems appropriate. 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 this Section 6(e).


 






    	 	-7-	 



     


    

 


(f)       The
Committee, on the one hand, and Mundo, on the other hand, severally but not jointly, shall indemnify and hold the Escrow Agent
harmless 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 Fund held by it hereunder, other than expenses or
losses arising from the gross negligence or willful misconduct of the Escrow Agent. In no event shall either the Committee or
Mundo have any liability or obligation with respect to the acts or omissions of Mundo or the Committee, as applicable. Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the 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 the any state or federal court located in New
York County, State of New York.


 


(g)       Concurrently
with the date hereof, Mundo shall pay the fees of the Escrow Agent set forth on the fee schedule attached hereto as Exhibit
A for the services to be rendered by the Escrow Agent pursuant to this Agreement.


 


(h)       From
time to time on and after the date hereof, the Representative and Stockholder Nominee 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.


 


(i)        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.


 


7.            This
Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied
duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions
of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions
of any agreement made or entered into in connection with this Agreement, including, without limitation, the Amalgamation Agreement.


 


8.            This
Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal
representatives shall be governed by and construed in accordance with the law of New York applicable to contracts made and to
be performed therein. This Agreement cannot be changed or terminated except by a writing signed by the Committee, the Representative
and the Escrow Agent.


 


9.            All
disputes arising under this Agreement between the Committee and the Representative, including a dispute arising from a party’s
failure or refusal to sign a Joint Notice, shall be resolved in the same manner as disputes under the Amalgamation Agreement are
to be resolved pursuant to Section 10.8 thereof.


 






    	 	-8-	 



     


    

 


10.          All
notices and other communications under this Agreement shall be in writing and shall be deemed given if given by hand or delivered
by nationally recognized overnight carrier, or if given by telecopier and confirmed by mail (registered or certified mail, postage
prepaid, return receipt requested), to the respective parties as follows:


 


A.       If
to the Committee, to it at:


 


[_______________]


 


with
a copy to:



Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174-1901

Attention: David Alan Miller, Esq.

Telecopier No.: 212-818-8881


 


B.
     If to the Representative, to it at:

 


[__________________]

  


with
a copies to:



Dorsey & Whitney LLP

TD Canada Trust Tower

Brookfield Place, 161 Bay Street, Suite 4310

Toronto, ON M5J 2S1, Canada

Attention: Richard Raymer, Esq.

Telephone: 416-367-7370

Telecopy: [___]

E-mail: raymer.richard@dorsey.com


 


Gowling
WLG (Canada) LLP

1 First Canadian Place

100 King St. W #1600

Toronto, ON M5X 1G5, Canada

Attention: Peter Simeon

Telephone: 416-862-4448

Telecopy: 416-862-7661

E-mail: peter.simeon@gowlingwlg.com


 


C.    If
to the Escrow Agent, to it at:


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attention: Mark Zimkind

Telecopier No.: 212-509-5150


 


or
to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.


 






    	 	-9-	 



     


    

 


10.         (a)      If
this Agreement requires a party to deliver any notice or other document, and such party refuses to do so, the matter shall be
submitted for resolution pursuant to Section 9 of this Agreement.


 


(b)       All
notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered
and, if applicable, shall clearly specify the aggregate dollar amount due and payable to Mundo.


 


(c)       This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of
which together shall constitute a single agreement.


 


[Signatures
are on following page]


 






    	 	-10-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.


 





	 	MUNDO MEDIA LTD.
	 	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:
	 	 	 
	 	REPRESENTATIVE
	 	 	 
	 	[___]
	 	 	 
	 	By:	          
	 	 	Name:
	 	 	Title:
	 	 	 
	 	COMMITTEE
	 	 	 
	 	 	     
	 	 	 
	 	 	      
	 	 	 
	 	
        ESCROW AGENT 

	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	
        By:
	          
	 	 	Name:
	 	 	Title:




 





[Signature Page to Escrow Agreement]







 






     

     


    

 


Schedule
1(a)


 


SHARES
ALLOCATION


 


	Name	Address	No.
of

Escrow Shares
	No.
    of 

Contingent Shares
	 	 	 	 
	Total