MEAN THE CONTRACTS, LICENSES AND OTHER
AGREEMENTS LISTED ON EXHIBIT "A" AND ANY OTHER CONTRACTS, LICENSES OR AGREEMENTS
ENTERED INTO BY OR THROUGH ANI. WITHIN FIVE BUSINESS DAYS OF THE CALENDAR END OF
EACH MONTH, MDI SHALL DELIVER TO EACH HOLDER CERTIFICATES REPRESENTING THE
NUMBER OF SHARES TO BE RELEASED TO SUCH HOLDER AND A CERTIFICATION OF THE
CALCULATIONS THEREOF, WHICH SHALL BE ACCEPTABLE TO SUCH HOLDER. THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT THE COMPANY SHALL HOLD AND SAFEGUARD THE
ESCROW ACCOUNT AND SHALL TREAT SUCH ACCOUNT AS A TRUST ACCOUNT IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, AND SHALL HOLD AND DISPOSE OF THE ESCROW
ACCOUNT ONLY IN ACCORDANCE WITH THE TERMS HEREOF.
THE TIMING AND METHODOLOGY
FOR THE RELEASE OF THE ESCROW SHARES SHALL BE GOVERNED BY THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH IN THIS AGREEMENT.
(B)
THE PARTIES HERETO AGREE FOR TAX PURPOSES TO
TREAT THE ESCROW SHARES WHILE RETAINED IN THE ESCROW ACCOUNT AS OWNED AND
RECEIVED BY THE HOLDERS AND NOT OWNED OR RETAINED BY MDI, AND TO FILE ALL TAX
RETURNS ON A BASIS CONSISTENT WITH SUCH TREATMENT.
IN FURTHERANCE OF THE
FOREGOING, THE HOLDERS SHALL HAVE ALL DIVIDEND AND VOTING RIGHTS AFFORDED TO THE
SHARES OF MDI COMMON STOCK THEN HELD IN THE ESCROW ACCOUNT PURSUANT TO MDI'S
ORGANIZATIONAL DOCUMENTS.
(C)
THE ESCROW CREATED PURSUANT TO THIS
AGREEMENT SHALL TERMINATE AT THE TIME THAT THE FULL AMOUNT OF THE ESCROW SHARES
HAS BEEN DISBURSED IN ACCORDANCE HEREWITH.
II.
REPRESENTATIONS AND WARRANTIES OF HOLDERS. EACH
HOLDER REPRESENTS, AS TO THEMSELVES, SEVERALLY BUT NOT JOINTLY, THE FOLLOWING.
2.1
EACH HOLDER HAS ALL POWER AND AUTHORITY
NECESSARY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CARRY OUT AND PERFORM
SUCH HOLDER'S OBLIGATIONS UNDER THE TERMS HEREOF.
EACH HOLDER HAS THE SOLE
POWER TO DISPOSE OF HIS OR ITS SHARES OF ANI COMMON STOCK EITHER AS HIS OR ITS
SOLE AND SEPARATE PROPERTY OR AS COMMUNITY PROPERTY, AS MAY BE APPLICABLE TO
SUCH HOLDER. THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY OR ON BEHALF OF A
HOLDER, WILL CONSTITUTE SUCH HOLDER'S VALID AND BINDING OBLIGATION, ENFORCEABLE
AGAINST HIM OR IT IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING OR RELATING TO CREDITORS' RIGHTS GENERALLY, OR IS SUBJECT
TO GENERAL PRINCIPLES OF EQUITY.
2.2
EACH HOLDER IS THE OWNER OF THAT NUMBER OF
SHARES OF ANI COMMON STOCK SET FORTH ON SCHEDULE A.
SUCH SHARES OF ANI COMMON
STOCK CONSTITUTE SUCH HOLDER'S ENTIRE INTEREST IN THE OUTSTANDING CAPITAL STOCK
AND VOTING SECURITIES OF ANI.
NO OTHER PERSON OR ENTITY NOT A SIGNATORY TO THIS
AGREEMENT HAS A BENEFICIAL INTEREST IN OR A RIGHT TO ACQUIRE SUCH SHARES OF ANI
COMMON STOCK.
SUCH SHARES OF ANI COMMON STOCK ARE AND WILL BE AT CLOSING FREE
AND CLEAR OF ANY LIENS, CLAIMS, OPTIONS, CHARGES OR OTHER ENCUMBRANCES OTHER
THAN THE LIENS FOR TAXES NOT YET DUE AND PAYABLE.