Stock Escrow Agreement

STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005("Agreement"), by and among JAGUAR ACQUISITION CORPORATION, a Delawarecorporation ("Company"), SAPPHIRE CANYON INVESTMENTS LLC, CORL LLC, JSC GROUPHOLDINGS LLC, FA HOLDINGS, LLC, JOHN HOEY, DAVID W. TRALKA, ROBERTMOREYRA and PETER COLLINS (collectively "Initial Stockholders") and CONTINENTALSTOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent"). WHEREAS, the Company has entered into an UnderwritingAgreement, dated _____________, 2005 ("Underwriting Agreement"), withEarlyBirdCapital, Inc. ("EBC") acting as representative of the severalunderwriters (collectively, the "Underwriters"), pursuant to which, among othermatters, the Underwriters have agreed to purchase 3,000,000 units ("Units") ofthe Company. Each Unit consists of one share of the Company's common stock, parvalue $.0001 per share ("Common Stock"), and two Warrants, each Warrant topurchase one share of Common Stock, all as more fully described in the Company'sfinal Prospectus, dated _____________, 2005 ("Prospectus") comprising part ofthe Company's Registration Statement on Form S-1 (File No. 333-_______) underthe Securities Act of 1933, as amended ("Registration Statement"), declaredeffective on _____________, 2005 ("Effective Date"). WHEREAS, the Initial Stockholders have agreed as a conditionof the sale of the Units to deposit their shares of Common Stock of the Company,as set forth opposite their respective names in Exhibit A attached hereto(collectively "Escrow Shares"), in escrow as hereinafter provided. WHEREAS, the Company and the Initial Stockholders desire thatthe Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursedas hereinafter provided. IT IS AGREED: 1. Appointment of Escrow Agent. The Company and the InitialStockholders hereby appoint the Escrow Agent to act in accordance with andsubject to the terms of this Agreement and the Escrow Agent hereby accepts suchappointment and agrees to act in accordance with and subject to such terms. 2. Deposit of Escrow Shares. On or before the Effective Date, each ofthe Initial Stockholders shall deliver to the Escrow Agent certificatesrepresenting his respective Escrow Shares, to be held and disbursed subject tothe terms and conditions of this Agreement. Each Initial Stockholderacknowledges that the certificate representing his Escrow Shares is legended toreflect the deposit of such Escrow Shares under this Agreement. 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold theEscrow Shares until the third anniversary of the Effective Date ("EscrowPeriod"), on which date it shall, upon written instructions from each InitialStockholder, disburse each of the Initial Stockholder's Escrow Shares (and anyapplicable stock power) to such Initial Stockholder; provided, however, that ifthe Escrow Agent is notified by the Company pursuant to Section 6.7 hereof thatthe Company is being liquidated at any time during the Escrow Period, then theEscrow Agent shall promptly destroy the certificates representing the EscrowShares; provided further, however, that if, after the Company consummates aBusiness Combination (as such term is defined in the Registration Statement), it(or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of thestockholders of such entity having the right to exchange their shares of CommonStock for cash, securities or other property, then the Escrow Agent will, uponreceipt of a certificate, executed by the Chief Executive Officer or ChiefFinancial Officer of the Company, in form reasonably acceptable to the EscrowAgent, that such transaction is then being consummated, release the EscrowShares to the Initial Stockholders upon consummation of the transaction so thatthey can similarly participate. The Escrow Agent shall have no further dutieshereunder after the disbursement or destruction of the Escrow Shares inaccordance with this Section 3. 4. Rights of Initial Stockholders in Escrow Shares. 4.1 Voting Rights as a Stockholder. Subject to the terms ofthe Insider Letter described in Section 4.4 hereof and except as hereinprovided, the Initial Stockholders shall retain all of their rights asstockholders of the Company during the Escrow Period, including, withoutlimitation, the right to vote such shares. 4.2 Dividends and Other Distributions in Respect of the EscrowShares. During the Escrow Period, all dividends payable in cash with respect tothe Escrow Shares shall be paid to the Initial Stockholders, but all dividendspayable in stock or other non-cash property ("Non-Cash Dividends") shall bedelivered to the Escrow Agent to hold in accordance with the terms hereof. Asused herein, the term "Escrow Shares" shall be deemed to include the Non-CashDividends distributed thereon, if any. 4.3 Restrictions on Transfer. During the Escrow Period, nosale, transfer or other disposition may be made of any or all of the EscrowShares except (i) by gift to a member of Initial Stockholder's immediate familyor to a trust, the beneficiary of which is an Initial Stockholder or a member ofan Initial Stockholder's immediate family, (ii) by virtue of the laws of descentand distribution upon death of any Initial Stockholder, or (iii) pursuant to aqualified domestic relations order; provided, however, that such permissivetransfers may be implemented only upon the respective transferee's writtenagreement to be bound by the terms and conditions of this Agreement and of theInsider Letter signed by the Initial Stockholder transferring the Escrow Shares. 4.4 Insider Letters. Each of the Initial Stockholders hasexecuted a letter agreement with EBC and the Company, dated as indicated onExhibit A hereto, and which is filed as an exhibit to the Registration Statement("Insider Letter"), respecting the rights and obligations of such InitialStockholder in certain eve ...