EX-4.7






EXHIBIT 4.7



SHARE ESCROW AGREEMENT dated as of June 21, 2007
(the “Agreement”), by and among:



(1) Titanium Asset Management Corp. a company
organised under the laws of the State of
Delaware with its registered office at 16192 Coastal Highway, Lewes, Sussex, Delaware 19958 USA
(“Company”);



(2) The persons whose names and addresses are
set out in Exhibit A to this Agreement (each a
“Founding Stockholder” and together the “Founding Stockholders”); and



(3) Capita Trust Company (Jersey) Limited, a
company incorporated in and registered under the
laws of Jersey, with its registered office at Victoria Chambers, Liberation Square, 1/3 Esplanade,
St
Helier, JE2 3QA Jersey (the “Escrow Agent”).




     WHEREAS, the Founding
Stockholders have subscribed (directly or indirectly) for, and the
Company has issued to such Founding Stockholders, in aggregate 2,880,000 shares of common stock
par value $0.0001 per share and 720,000 shares of convertible restricted stock, par value $0.0001
per share (the “Restricted Shares”) (together the “Founding Shares”);



     WHEREAS, the Founding
Stockholders have agreed to deposit such Founding Shares as are set
forth opposite their respective names in Exhibit A attached hereto (collectively the “Escrow
Shares”), in escrow as hereinafter provided;



     WHEREAS, the Company and the
Founding Stockholders desire that the Escrow Agent hold the
Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.



     IT IS AGREED:



     1. Appointment of
Escrow Agent. The Company and the Founding Stockholders 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 Shares. On or before the Effective Date, each of the Founding
Stockholders shall deliver to the Escrow Agent certificates representing his or its respective
Escrow
Shares, to be held and disbursed subject to the terms and conditions of this Agreement. For
the purposes
of this Agreement, “Effective Date” means the date on which any of the common stock or
warrants of the
Company are first admitted to trading on AIM, a market operated by the London Stock Exchange.
For
the avoidance of doubt, all rights, title to and indicators of ownership of the Escrow Shares
shall remain
with the Founding Stockholders.



     3. Disbursement of
the Escrow Shares. The Escrow Agent shall hold the Escrow Shares in
escrow up to and including the third anniversary of the date of admission of the Company’s
securities to
trading on AIM (the “Escrow Period”). For the purposes of this Agreement, “Qualified
Business
Combination” has the meaning given to it in the offering circular of the Company dated on or
around the
date here of (the “Offering Circular”). On the expiry of the Escrow Period, the Escrow Agent
shall,
disburse each of the Founding Stockholder’s Escrow Shares to such Founding Stockholder;
provided,
however, that, prior to the expiry of the Escrow Period, if the Escrow Agent is notified in
writing by the
Company that the Company:




	 	(a)	 	is being dissolved or liquidated at any time during the Escrow Period,
then the Escrow Shares shall be forfeited and the Escrow Agent shall promptly return
the certificates





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	 	 	 	representing the Escrow Shares to the Company or the Company’s registrar, upon the
Company’s order, for cancellation;
	 
	 	(b)	 	having consummated a Qualified Business Combination, intends to consummate a
merger,
amalgamation, share exchange or other similar transaction which results in (or would
result
in) all of the shareholders of such resulting entity having the right to exchange
their Shares
for cash, securities or other property, then the Escrow Agent will, upon receipt of a
certificate executed by the chairman or chief executive officer of the Company, in a
form
reasonably acceptable to the Escrow Agent, stating that such transaction is
being
consummated, release the Escrow Shares to the Founding Stockholders when the
consummation of the transaction becomes unconditional in all respects
(save for
consummation of such exchange) so that they can similarly participate;
	 
	 	(c)	 	is repurchasing any of the Escrow Shares in accordance with its bylaws or
otherwise for
cancellation, then the Escrow Agent will, upon receipt of a certificate stating that
such
repurchase is being undertaken, executed by the chairman or chief executive officer
of the
Company and in a form reasonably acceptable to the Escrow Agent (the “Repurchase
Notice”), release the Escrow Shares specified in the Repurchase Notice to the Company
for
repurchase and cancellation; or
	 
	 	(d)	 	in the case of the Restricted Shares, a Change of Control (as defined in the
Company’s
Certificate of incorporation) has occurred following a Qualified Business
Combination;





     then the Escrow Agent shall have no further duties hereunder in respect of any Escrow Shares
which have been disbursed or destroyed in accordance with this Section 3.



     4. Rights of Founding Stockholders in Escrow Shares.



     4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letters (as
defined in
Section 4.4 hereof) and except as herein provided, the Founding Stockholders shall retain all
of their
rights as holders of such Founding Shares in the Company during the Escrow Period, including,
without
limitation, the right to vote in respect of such Founding Shares.



     4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. During the Escrow
Period, all dividends or other distributions payable in cash with respect to the Escrow Shares
shall be paid
to the Founding Stockholders, but all dividends payable in shares 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 Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.



     4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition
may be made of any or all of the Escrow Shares except (i) by gift to a member of a Founding
Stockholder’s immediate family or to a trust, the beneficiary of which is a Founding
Stockholder or a
member of a Founding Stockholder’s immediate family, (ii) by virtue of the laws of descent and
distribution upon the death of any Founding Stockholder, (iii) pursuant to a qualified
domestic relations
order, or (iv) to any company which is wholly owned by that Founding Stockholder; 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 and each of the Insider
Letter and




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Lock-in Deed and, in the case of a permissive transfer (iv), to transfer the Escrow Shares back to
the Founding Stockholder in the event that the Founding Stockholder disposes of a majority of the
shares of the transferee company. During the Escrow Period, the Founding Stockholders shall not
pledge or grant a security interest in the Escrow Shares or grant a security interest in their
rights under this Agreement.




     4.4 Insider Letters and Lock-in Deeds. Each of the Founding Stockholders has executed
(i)
a letter agreement with Sunrise Securities Corp., Seymour Pierce Limited and the Company (the
“Insider
Letter”) and (ii) a lock-in deed with Seymour Pierce Limited and the Company (the “Lock-in
Deed”),
each dated as indicated on Exhibit A hereto, in connection with the rights and obligations of
such
Founding Stockholder in certain events, including but not limited to the liquidation of the
Company.



     4.5 The Escrow Agent shall permit the Escrow Shares to be released during the Escrow
Period if notified by the Company that the Escrow Shares which are of Restricted Shares are to
be
converted into shares of common stock. The Company undertakes that the certificates
representing the
shares of common stock issued on such conversion shall be delivered on issue to the Escrow
Agent and
that such new shares shall constitute the Escrow Shares thereafter.



     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 reasonably
believed by the
Escrow Agent to be genuine after appropriate due diligence 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 in 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
Founding Stockholders 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 Shares held by it hereunder, other than expenses or
losses arising
from the gross negligence, fraud, bad faith, willful default or willful misconduct of the
Escrow Agent.
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 shall retain the Escrow Shares pending
receipt of
instructions from each of the Company and the Founding Stockholders or receipt of an order of
a court
having jurisdiction over any of the parties hereto directing to whom and under what
circumstances the
Escrow Shares 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 an initial fee of $1,500, and an
ongoing fee of $5,000 per annum (subject to annual review and payable quarterly in advance). The
Escrow Agent shall also be entitled to an activity fee of $95 any time any Escrow Shares are
released,



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delivered or transferred to it, and 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 Founding Stockholders 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 3 months’ written
notice and such
resignation shall become effective as hereinafter provided. Such resignation shall become
effective at
such time following the expiry of the notice period that the Escrow Agent shall turn over to a
successor
escrow agent appointed by the Company on terms substantially as set out in this Agreement, the
Escrow
Shares held hereunder in such manner so as to ensure that the Escrow Shares remain in escrow
without
being returned to the Founding Stockholders.



     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 Company and a
majority of
the Founding Stockholders, 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.



     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 England and Wales.



     6.2 Jurisdiction. The parties hereto agree to submit all disputes hereunder to the non
exclusive jurisdiction of the courts of England and Wales.



     6.3 Agent for Service of Process. Each party may give any notice or other communication
under or in connection with this Agreement by letter or facsimile transmission or e-mail
addressed to the
other party on the terms of Section 6.8 below. Each of the Company and Sunrise Securities
Corp. shall
maintain an agent for service of process in England and Wales and hereby appoint the following
agents
for service of process of any proceedings in England and Wales.



Titanium Asset Management Corp.




Address for service of process of proceedings in the UK:




Capita IRG plc

The Registry

34 Beckenham Road

Beckenham




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Kent BR3 4TU




Tel: +44 207 800 4904

Fax: +44 207 626 2217




Attention: Tom Harkus




Sunrise Securities Corp.




Address for service of process of proceedings in the UK:




c/o Nabarro

Lacon House

84 Theobald’s Road

London WC1X 8RW




Tel: 020 7524 6000




Fax: 020 7524 6524




Attention: Elliot Shear




     6.4 Third Party Beneficiaries. Each of the Company and the Founding Stockholders
hereby
acknowledge that Sunrise Securities Corp. and Seymour Pierce Limited are third party
beneficiaries of
this Agreement, and that this Agreement may not be modified or changed without the prior
written
consent of both Sunrise Securities Corp. and Seymour Pierce Limited. Except as explicitly
provided
herein, the parties do not intend that any person who is not a signatory to this Agreement (a
“Third
Party”) shall acquire any right under this Agreement (whether or not pursuant to the Contracts
(Rights of
Third Parties) Act 1999) nor that the consent of or any notice to any Third Party shall be
required for the
variation, rescission or termination of this Agreement.



     6.5 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 be charged.



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



     6.7 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.



     6.8 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:




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If to the Company, to:



ComCenter at Lakewood Ranch

9040 Town Center Parkway

Suite 102

Brandenton

Florida 34202



Attention: Chief Executive Officer



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



and if to the Escrow Agent, to:



Capita Trust Company (Jersey) Limited

Victoria Chambers

Liberation Square

1/3 Esplanade

St Helier

Jersey

JE2 3QA



Attention: Paul Horton



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.




     6.9 Liquidation of Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event that the Company fails
to consummate a Business Combination by the Qualified Business Combination Deadline (such terms as
defined in the Offering Circular).



     6.10 Trust Fund. Notwithstanding any other provision of this Agreement, the Escrow
Agent confirms its understanding that the Company has established a trust fund (the “Trust Fund”)
relating to certain of the proceeds of the issue of the Shares and Warrants, all as described in
the Offering Circular. The Escrow Agent acknowledges that the Trust Fund will exist for the benefit
of the Company’s New Stockholders (as defined in the Offering Circular) and that monies from the
Trust Fund may only be disbursed (i) to the New Stockholders (as defined in the Offering Circular)
in the event of liquidation of the Company or (ii) in the event of certain other events as more
fully described in the Offering Circular. The Escrow Agent agrees that neither it nor any of its
affiliates have or will have any right, title interest or claim in or to monies in the Trust Fund
(a “Claim”) and the Escrow Agent and its affiliates hereby waive any Claim against the Trust Fund
that it or they may have now or in the future as a result of or arising out of this Agreement and
will not seek recourse against the Trust Fund for any reason whatsoever, including in respect of
the Founding Stockholder’s indemnification obligations set out in this Agreement.



     6.11 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and which shall together constitute one and the same
agreement.



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



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by NIGEL WIGHTMAN, 
	 	 	)	 	 	 	 	 
	duly authorised, for and on
	 	 	)	 	 	/s/ NIGEL WIGHTMAN 
	 	 
	behalf of TITANIUM ASSET MANAGEMENT CORP.
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by 
	 	 	)	 	 	/s/ THOMAS ANGLIN HAMILTON 

	 	 
	THOMAS ANGLIN HAMILTON
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
by JOHN M. KUZAN,
	 	 	)	 	 	 	 	 
	duly authorised, for and on 
	 	 	)	 	 	/s/ JOHN M. KUZAN 

	 	 
	behalf of NAZUK, LLC
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by 
	 	 	)	 	 	/s/ MARK ADAM PARKIN
 

	 	 
	MARK ADAM PARKIN
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by 
	 	 	)	 	 	/s/ NIGEL DAVID WIGHTMAN
 

	 	 
	NIGEL DAVID WIGHTMAN
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
by JOHN SAUICKIE,
	 	 	)	 	 	 	 	 
	duly authorised, for and on 
	 	 	)	 	 	/s/ JOHN SAUICKIE 

	 	 
	behalf of WHITEWATER PLACE, LLC
	 	 	)	 	 	 	 	 







 








 





	 	 	 	 	 	 	 	 	 
	SIGNED
by JOHN SAUICKIE,

	 	 	)	 	 	/s/ JOHN
SAUICKIE 
	 	 
	duly authorised, for and on

	 	 	)	 	 	 
	 	 
	behalf of SKC TRUST SHARES, LLC

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
by JOHN SAUICKIE,

	 	 	)	 	 	/s/ JOHN
SAUICKIE 
	 	 
	duly authorised, for and on

	 	 	)	 	 	 	 	 
	behalf of TITANIUM INCENTIVE PLAN, LLC

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	/s/ ANDREW
MCDONALD 
	 	 
	ANDREW MCDONALD

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ANTHONY O’KEEFFE — DIRECTOR

	 	 	)	 	 	/s/ ANTHONY O’KEEFFE	 	 
	                     PAUL LE BIHAN — A SIGNATORY.

	 	 	 	 	 	 

	 	 
	duly authorised, for and on

	 	 	)	 	 	/s/ PAUL LE BIHAN	 	 
	behalf of CAPITA TRUST COMPANY (JERSEY) LIMITED

	 	 	)	 	 	 

	 	 








 









 









Exhibit A




List of
Founding Stockholders