Exhibit 2 Escrow Agreement: Fill & Download for Free

There's a formula:[math](BRI*.4474-Benefits)/30[/math]BRI is basketball related income, a term used to cover a rather broad number of ways franchises generate income.[1] It's important to note that BRI figure is a projection; the player's union and the league get together and try and agree on how much money the league will make during the upcoming season.[2] That number is then multiplied by .4474 because that's the percentage of revenue that the union and the owners agreed would be apportioned to the players during the CBA negotiations. Benefits are then subtracted, and the resulting number is divided by the number of teams in the league (in this case, 30).[3]Now, since the BRI figure is a projection, it's not always spot on. To safeguard both sides, a portion of each player's check is put into an escrow account. If the projected BRI figure turns out to be too high, the teams get the money in the escrow account. If the BRI figure is too low, or if the projections on target but league didn't actually spend 44.74% of BRI on the players, the league releases the money back to the players and cuts a check for the remaining difference.[4]In truth, it's a little bit more complicated than how I explained it (there are salary cap implications if the previous year's BRI projection was missed by a large margin, for instance), but this explanation should be sufficient in most instances. If you want to get into the gory details, I suggest checking out Larry Coon's excellent NBA Salary Cap FAQ.[5][1] Things covered under BRI include things like:Broadcast rightsExhibition game proceedsPlayoff gate receipts50% of proceeds from arena naming rights50% of the proceeds from team practice facility naming rightsProceeds from summer campsProceeds from non-NBA basketball tournamentsAnd a lot more[2] If the union and the league can't come to an agreement regarding the BRI figure, there's another formula that they use to set BRI that is essentially the value of the upcoming season's national broadcasting rights plus last year's BRI (less last year's broadcasting rights) increased by 4.5%.[math] cNBR+(pBRI-pNBR)*1.045=cBRI[/math][3] If expansion teams are added under the current CBA, for the purposes of this formula, they don't increase the number of teams in the league for two years.[4] Obviously, if the BRI was spot on, the money held in escrow gets released to the players and that's that.[5] Relevant sections include NBA Salary Cap FAQ (BRI), NBA Salary Cap FAQ (Salary Cap), NBA Salary Cap FAQ (Escrow money), and NBA Salary Cap FAQ (More about the escrow money)

Overview:Total deal is worth 19 billion (Based on current valuation)183,865,778 shares (valued at $12 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share) and 4 Billion in cashWhatsApp co-founder and Chief Executive Jan Koum will join Facebook's board45,966,444 restricted stock units to WhatsApp's founders/employees, including Koum (valued at $3 billion based on the Specified Price).Facebook promised to keep the WhatsApp brand and service, and pledged a $1 billion cash break-up fee were the deal to fall through.Facebook was advised by Allen & Co, while WhatApp has enlisted Morgan Stanley for the deal.The Whatsapp company will operate as an autonomous unitSource: Facebook to buy WhatsApp for $19 billionNotes:Restricted stock, also known as letter stock or restricted securities, refers to stock of a company that is not fully transferable until certain conditions have been met. Upon satisfaction of those conditions, the stock becomes transferable by the person holding the award.Here is the Press release:On February 19, 2014, Facebook, Inc. ("Parent") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Rhodium Acquisition Sub II, Inc., a Delaware corporation and wholly owned (in part directly and in part indirectly) subsidiary of Parent ("Acquirer"), Rhodium Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Acquirer ("Merger Sub"), WhatsApp Inc., a Delaware corporation ("WhatsApp"), and Fortis Advisors LLC, as the stockholders' agent.Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into WhatsApp (the "First Merger"), and upon consummation of the First Merger, Merger Sub will cease to exist and WhatsApp will become a wholly owned subsidiary of Acquirer. The surviving corporation of the First Merger will then merge with and into Acquirer, which will continue to exist as a wholly owned (in part directly and in part indirectly) subsidiary of Parent. Upon consummation (the "Closing") of the transactions contemplated by the Merger Agreement (the "Merger"), all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for an aggregate of 183,865,778 shares of Parent's Class A common stock (valued at $12 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share ("Specified Price")) and $4 billion in cash to existing WhatsApp securityholders, subject to certain adjustments such that the cash paid will comprise at least 25% of the aggregate transaction consideration. In addition, upon Closing, Parent will grant 45,966,444 restricted stock units to WhatsApp employees (valued at $3 billion based on the Specified Price).The Merger Agreement contains customary representations, warranties and covenants by Parent and WhatsApp. A portion of the aggregate consideration will be held in escrow to secure the indemnification obligations of the WhatsApp securityholders. The Closing of the Merger is subject to customary closing conditions, including regulatory approvals. The Merger is anticipated to close later in 2014. Upon Closing, Jan Koum, WhatsApp's co-founder and CEO, will become a member of Parent's board of directors. In addition, Parent has agreed to file a Registration Statement on Form S-3 covering the resale of the shares of the Company's Class A common stock to be issued to the stockholders of WhatsApp.Either Acquirer or WhatsApp may terminate the Merger Agreement if the Closing has not occurred on or before August 19, 2014 (or August 19, 2015 if, as of August 19, 2014, all closing conditions have been completed except for the receipt of certain regulatory approvals). In the event of termination of the Merger Agreement, under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Acquirer to pay or cause to be paid to WhatsApp a fee of $1.0 billion in cash and to issue to WhatsApp a number of shares of Parent's Class A common stock equal to $1.0 billion (based on the average closing price of the ten trading days preceding such termination date).Parent intends to issue the shares of Class A common stock described herein in reliance upon the exemptions from registration afforded by Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to Parent's Quarterly Report on Form 10-Q for the quarter ending March 31, 2014.This Current Report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the expected completion of the transactions contemplated by the Merger Agreement and the time frame in which this will occur. Statements regarding future events are based on the parties' current expectations and are necessarily subject to associated risks related to, among other things, regulatory approval of the acquisition of WhatsApp or that other conditions to the Closing may not be satisfied, the potential impact on the business of WhatsApp due to the announcement of the acquisition, the occurrence of any event, change or otherSource: Facebook Is Buying Huge Messenger App Whatsapp For $16 Billion! - Business insider

Monopoly or not, they stopped American aviation advances by their constant litigation .Were the Wright brothers famous for anything else besides the airplane?The Bishop’s Boys: More sinned against than sinners?Many have critiqued the Wrights’ business practices and marketing strategies in the post-1903 years.But the Wright brothers would certainly not be the first—or the last—entrepreneurs or inventors to prove better at inventing than managing or marketing.Dec 18, 1903It was a beautiful, wonderful, watershed moment, and one that’s the focus of most of the centennial of flight celebrations this year.But what happened after that?Like the famous fairy tale ending “and they lived happily ever after,” most stories of the Wright brothers end on December 17, 1903.And yet, just as with any true-life romance, there’s a lot more to the tale.The Wright brothers’ famous 12-second flight was clearly only a rudimentary starting point for this new industry and world.What happened on December 18, 1903?Or, for that matter, between that first flight and 1915, when Orville Wright sold his interest in the Wright Company?In 1903, the Wright brothers were world leaders in understanding and solving the problems of flight.So why, by 1914, were only 23 of the world’s 3,700 airplanes U.S.-owned?The answers to those questions are part of a fascinating—and surprisingly controversial—story that involves personalities, politics, blackmail, family feuds, hardball legal battles, and a vast difference in governmental support for aviation on the two sides of the Atlantic.The Wright brothers had no sooner packed up their wind-damaged 1903 Flyer and returned to Dayton for Christmas then they got their first letter threatening legal action unless they agreed to share credit and profits from their new invention.The letter was written by Augustus Herring, who had accompanied the Wrights’ friend and fellow aeronautical experimenter Octave Chanute to Kitty Hawk in 1902.After seeing the Wright brothers’ glider in flight, Herring had rushed to modify his own glider patent application to incorporate some of the Wrights’ design innovations.The patent application for Herring’s unsuccessful glider was denied.But if the Wright brothers needed any warning about the business perils that loomed before them, Herring’s letter provided it.In January 1904, the brothers hired a patent attorney.For the next two years, Orville and Wilbur tried to keep their experiments as private as possible while they worked on developing the unstable 1903 Flyer into a practical flying machine.They also submitted a patent application for what they considered the most significant and protectable aspect of their design—their three-axis control system.They didn’t just patent their wing-warping technique. They applied for a patent to cover any three-axis aircraft control that involved changing the camber of the wing.By 1905, Wilbur and Orville decided that they had finally developed a marketable product.So they did what anyone would expect an inventor/entrepreneur to do: they stopped flying and locked the prototype away in a shed.Even after the patent was awarded in 1906, the Wrights still kept the plane locked away.The reason was that they’d decided that they really didn’t want to go into the airplane manufacturing business.They wanted to sell not only the plane but all the secrets that had made it possible, to someone who could pay them enough in a lump sum for the package that the brothers could then devote themselves completely to research.The Wright brothers knew that the most likely customers for that kind of purchase were governments, so they pursued a contract first with the U.S. government, and then, when that contract seemed unattainable, with governments in Europe.But Wilbur and Orville had two stipulations for any negotiations that gave many potential customers pause.First, they started out asking $250,000 for the package, which was a high sum for even a government to pay.If government representatives had seen what the Wrights’ 1905 Flyer could do, however, they might have agreed to that price.The problem was that the Wrights also refused to demonstrate the aircraft until a customer signed a purchase contract (dependent on a flight demonstration that met with the customer’s approval) and put a down payment in escrow.To the Wrights, it seemed a perfectly reasonable arrangement.What they did not understand was how much skepticism still remained about their achievement or even the possibility of flight.The Wrights also refused to budge on their requirements because they figured they were years ahead of anyone else in the field, and they could afford to wait for the perfect offer.In this assumption, they were only partially correct.On both sides of the Atlantic, enthusiastic aeronautical experimenters were all working on pieces of the problem, with varying degrees of success.The Wrights were, in fact, at least four or five years ahead of the pack.But as time went by and the Wrights still hadn’t obtained the government contracts they wanted, the competition was beginning to catch up.In 1907, Alexander Graham Bell, who had been interested in the problems of flight for a number of years, sponsored the formation of the Aerial Experiment Association, with the goal of conducting flight experiments and developing practical flying machines.One of the five members of the group was a motorcycle builder and racer named Glenn Curtiss.▲Casey Baldwin, Lt. Thomas Selfridge, Glenn Curtiss, Alexander Graham Bell and John McCurdy formed the Aerial Experiment Association to promote development of a practical flying machine in 1907.By late May of 1908, the group had flown its first truly successful design—a fragile craft called the White Wing.In July, Curtiss followed with a successful design of his own, called the June Bug.On July 4, 1908, Curtiss won his first aviation prize—the Scientific American Trophy-for flying the June Bug a full kilometer.The Wrights could have won the Scientific American prize as soon as it was announced in the fall of 1907. In fact, the Aero Club of America, which sanctioned the challenge, fully expected the Wright brothers to take the trophy.But the Wrights weren’t interested in prizes and competitions.They were also busy in the spring of 1908, preparing for flight demonstrations to fulfill two smaller contracts they’d finally negotiated—one with the U.S. Army, and one with a business consortium in France.But they still took enough note of Curtiss’s achievement to notify him immediately afterward that his airplane design was an infringement on their 1906 patent—and that while he was welcome to fly his plane in exhibitions, they would sue him if he attempted to sell or produce it.Curtiss and Bell were aware of the Wright brothers’ patent.But they thought they could circumvent its strictures by utilizing something other than wing warping to achieve three-axis control.The device they chose was a small moveable “wing” that could be positioned between the upper and lower wings, or at the outer tips of the wings, to increase or decrease the wing’s camber and lift.The device was the brainchild of a French aeronautical experimenter named Robert Esnault-Pelterie, although Esnault-Pelterie had never been able to successfully implement his “little wing,” or aileron.on June 26, 1909, Glenn Curtiss sold his first aileron-equipped airplane.▲In this replica of the Curtiss Pusher you can see the "middle wing" that provided roll control without wing warping, but still infringed on the Wrights' patent on three-axis control.The Wrights sued.It was the beginning of an angry and drawn-out patent war that would last eight long years and cause enmity between the Wright and Curtiss camps that long outlived any of the original players.Curtiss continued his exhibition flying and aircraft development and sales, winning the 1909 Gordon Bennett Cup in Paris and electrifying crowds with the possibilities of aviation.The Wright brothers had the right to produce as many aircraft as they wanted, but they performed limited flight exhibitions and spent much of their time trying to negotiate larger contracts and fighting Curtiss (and others) in court.Focused on court battles and servicing their existing contracts, the Wrights didn’t have time to do a lot of research or development for their aircraft designs.And then, in 1912, Wilbur Wright died of typhoid fever.In 1914, the courts gave a final ruling in favor of the Wright brothers, saying that their three-axis control system patent was a “pioneer” invention deserving the broadest interpretation and protection possible.Orville Wright agreed to let other entities manufacture airplanes as long as they paid the Wright Company a 20 percent royalty.Other entities, that is, except Glenn Curtiss.Curtiss responded with a unique counterattack.Two months before the Wright brothers had flown in 1903, Samuel Langley, who was the Secretary of the Smithsonian Institution, had attempted to flight test his own aircraft design.Launched off a houseboat in the Potomac on two separate occasions in the fall of 1903, Langley’s Aerodrome was a dismal failure.Langley had always maintained that the failure was due to a launch mechanism problem, not anything inherently wrong with the machine.So after the 1914 court ruling, Curtiss pulled Langley’s Aerodrome out of storage with the goal of restoring it and proving that it was, indeed, capable of flight.Why would Curtiss want to do that?There are numerous theories.But it is true that if Curtiss could prove that the Wrights were not the first inventors of the airplane, it might undermine the "pioneer" status of their patent, and the broad protection the courts had granted the brothers because of that status.What happened next sparked an even bigger controversy in the annals of history.Everyone agrees that Curtiss modified the original Aerodrome as he restored the 11-year-old machine.The question is how significant those modifications were.After an initial restoration and modification period, which included strengthening the wings and adding pontoons, Curtiss did manage to get the Aerodrome to fly, although it still lacked three-axis control.Its stability came only from a dihedral configuration of its wings.Curtiss then added new engines and more extensive modifications which, not surprisingly, improved the Aerodrome’s performance.Curtiss’s efforts didn’t impact his fortunes in court.But the Smithsonian proudly announced that while the Wright brothers were the first to fly an airplane, Langley had, in fact, been the first to invent an aircraft capable of flight.Orville was so incensed that he refused to give the Smithsonian the 1903 Flyer for its collection, finally sending the reconstructed aircraft to the London Museum of Science in 1928, where it stayed until after Orville’s death in 1948.It was 1942 before the Smithsonian finally acknowledged that it had been Wilbur and Orville Wright, not Samuel Langley, who’d invented the airplane.The legal struggles between the Wrights and Curtiss dragged on until 1917 when the U.S. government finally intervened.With the nation on the brink of war, a manufacturer’s aircraft association was formed, creating a patent pool that allowed for cross-licensing of both the Wrights’ and Curtiss’s various patents.Orville Wright had sold the Wright Company in 1915.But as the primary patent holders, the reorganized Wright-Martin company and the Curtiss Aeroplane and Motor Company each received $2 million as part of the agreement.The Wright brothers may have invented the airplane and won the court battle to protect that invention.But it’s a matter of opinion as to whether, in the end, they won or lost the war.By 1918, the Curtiss JN-4 Jenny was the most prevalent and well-known American aircraft in the skies.And in an even more ironic twist, the adversarial Wright and Curtiss companies actually merged in 1929, forming the Curtiss-Wright airplane and engine company.Interestingly enough, Glenn Curtiss had made a visit to the Wright’s shop in 1906 to propose just such a merger.Curtiss was already well-known for his engines, and he offered to join forces with the Wrights, providing the powerplants for the brothers’ airplane designs.While Curtiss and the Wrights had very different personalities and business approaches, the men actually had many things in common.Like the Wrights, Curtiss was a bicycle designer and racer who’d developed a passionate and consuming interest in flight.So...who knows?While the brothers’ stubborn approach to business, patents and lawsuits might have created a lot of potentially unnecessary controversy and damaged their own marketing and further research prospects, the Curtiss-Wright patent wars weren’t the primary reason why America fell so far behind Europe in post-1909 aircraft development and manufacturing.There was also a big difference in investment between the European governments, who saw war looming on the horizon, and the more complacent U.S government.It wasn’t until the formation of the National Advisory Committee for Aeronautics (NACA, the predecessor of NASA) in 1915 and the $4 million Curtiss-Wright patent settlement of 1917 that the U.S. government began to invest seriously in the development of aeronautics and aviation.PostscriptThe Wright Flyer designs did not, in the end, become the standard configuration for aircraft built after 1910.Other aircraft designs—including Curtiss’s, and Louis Bleriot’s Bleriot XI—soon eclipsed the Wright flying machines.▲Glenn Curtiss in his June Bug