This excerpt taken from the ZHNE 8-K filed May 17, 2007.
4.1 Escrow. To insure the availability for delivery of Grantees Unreleased Shares upon forfeiture under Section 3.1, Grantee hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Grantee pursuant to Section 3.1 and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person
designated by the Company, the share certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit D hereto, until the Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly deliver to Grantee the certificate or certificates representing such Shares in the escrow agents possession belonging to Grantee, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any assets or other securities received by or distributed to Grantee with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such assets or other securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such assets or other securities relate from the Forfeiture Restriction (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Forfeiture Restriction pursuant to this Agreement).
4.2 Transfer of Forfeited Shares to Company. Grantee hereby authorizes and directs the secretary of the Company, or such other person designated by the Company from time to time, to transfer any Unreleased Shares which are forfeited pursuant to Section 3.1 above from Grantee to the Company.
4.3 Limited Liability for Actions in Connection with Escrow. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.