Common use of Escrow Clause in Contracts

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingLapsing Repurchase Right hereunder, the Purchaser RepresentativeExecutive hereby appoints the secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent (agent, as the “Escrow Agent”)Executive’s attorney-in-fact to sell, shall enter into an Escrow assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, effective as deliver and deposit with the secretary of the Effective TimeCompany, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in form blank, attached hereto as Exhibit A-l. The Restricted Shares and substance reasonably satisfactory to stock assignment shall be held by the Purchaser and the Seller (the “Escrow Agreement”)secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the Escrow Agent on the Closing Dateterms hereof, a number of shares equal to five percent (5%) of each or until such time as this Agreement no longer is in effect. Upon lapsing of the shares of (i) Purchaser Common Stockrestrictions associated with Restricted Shares, (ii) Series A Preferred Stockthe escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Restricted Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the 2.3.1 Purchaser and Seller agree that $400,000, allocated among the Seller, as escrow agent (two LLC Purchase Agreements and the “Escrow Agent”), shall enter into an Escrow Stock Purchase Agreement, effective as of the Effective TimeCash Consideration shall, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), deposited in a segregated an interest-bearing escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by LawHuntington National Bank, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date a national banking corporation (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending ClaimsAgent”), all pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or a portion breach of warranty by Seller made to the Purchaser in Article III hereof, Purchaser becomes liable for and pays any monetary damages, awards, or settlements of claims, then the Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Property reasonably necessary Account, to satisfy such Pending Claims (as determined based on the Purchaser, the amount of any such damages, awards, or settlements (“Escrow Payment”). On the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as first day of the tenth month following the Closing Date, the Escrow Expiration Date) Agent shall remain pay to the Seller the amount then on deposit in the Escrow Account until such time as such Pending Claim Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have been finally resolved and paid given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to the provisions of Article VIparagraph 2.2.2. After the hereof (“Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not Notice”) subject to Pending ClaimsSeller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is made by Purchaser, if any, such sums paid shall qualify as an Escrow Payment and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred paid by the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. Promptly The Purchaser shall have the right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the final resolution date of all Pending Claims the applicable Escrow Notice of the Seller’s decision to either pay such claim or demand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, and payment of all indemnification obligations in connection therewiththe Purchaser is not jeopardized by such defense, the Escrow Agent Purchaser shall transfer any remaining Escrow Property remaining not settle or compromise such claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the Escrow Account Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of the Purchaser, settle or compromise any claim or consent to the Sellerentry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and all liability arising out of such claim.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (a1/12) At of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the Closingdue date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), amount so accumulated shall enter into an Escrow Agreement, effective as be credited on account of the Effective Time, in form and substance reasonably satisfactory to unpaid principal or interest. If the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each total of the shares monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of (i) Purchaser Common Stockthe same nature, (ii) Series A Preferred Stockbut if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and (iii) Series B Preferred Stock insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to be transferred as part of make up the Merger Consideration (all of the foregoingdeficiency, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account payments shall be treated secured by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect Mortgage. To the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Datethis Section 9 for such payments of taxes, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anyassessments, and not subject insurance premiums to resolved but unpaid claims in favor of an Indemnified PartyHuntington, are complied with, Borrower shall be transferred by relieved of compliance with the Escrow Agent covenants contained in Sections 7 and 8 herein as to the Seller. Promptly after amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the final resolution rights of Huntington at its option to pay any and all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersaid items when due.

Escrow. (a) At or prior to the Closing, the Purchaser Purchaser, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent on the Closing Date, Agent: (i) a number of shares Purchaser Common Stock equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Stockholder Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Indemnity Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow Shares”), to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Distribution Escrow Account). The Escrow Property Shares shall be allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with the schedule and restrictions as agreed upon by the Purchaser and the Stockholder representative and set forth in the Escrow Agreement. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article ARTICLE I hereof. (b) The Indemnity Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two (2) years 18 months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article ARTICLE VI hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article ARTICLE VI and the Purchaser Share Price as of the Escrow Expiration DateCommon Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article ARTICLE VI. After the Escrow Expiration Date, any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account to the SellerExchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At or prior to The Shares issued under this Agreement shall be held by an escrow holder designated by the ClosingCompany (the "Escrow Holder"), along with a stock assignment executed by the Purchaser Representativein blank, until the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as expiration of the Effective Time, in form Company's options and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number right of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions first refusal with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofset forth above. (b) The Escrow Property shall not be subject Holder is hereby directed to any indemnification claim with respect permit transfer of the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Shares only in accordance with Article VI hereof (including with respect this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to the required timing of Claim Notices) that remain unresolved at the time rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Expiration Date Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (“Pending Claims”)c) If the Company or any assignee exercises its Repurchase Option or Right of First Refusal hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or Right of First Refusal have been exercised or expire unexercised or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have Shares has been finally resolved and paid pursuant to released from the provisions of Article VI. After Section 3 hereof, upon Purchaser's request the Escrow Expiration DateHolder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, the Purchaser shall have all the rights of a stockholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the provisions of Section 3, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any Escrow Property remaining in and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Account that is not subject to Pending Claims, if any, Holder and not subject to resolved but unpaid claims in favor included thereafter as "Shares" for purposes of an Indemnified Party, shall be transferred by this Agreement and the Escrow Agent to the Seller. Promptly after the final resolution Company's Repurchase Option or Right of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerFirst Refusal.

Escrow. (a) At In the event any Buyer Indemnitee is entitled to indemnification for Buyer Indemnified Losses under Section 8.2(a) or prior Section 8.2(c), such Buyer Indemnitee shall seek payment first out of the Indemnity Escrow Funds, and such Buyer Indemnitee shall be entitled to seek payment directly from the Seller for such Buyer Indemnified Losses only if the Indemnity Escrow Funds are reduced to zero, subject in all cases to the Closingterms, the Purchaser Representative, the Seller Representative conditions and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as limitations of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with this Article VI hereof VIII and the Escrow Agreement. The Escrow Property shall serve as Any Claim Notice delivered by a Buyer Indemnitee to the sole source Seller in respect of indemnification under this Agreement which may involve payment for the obligations out of the Seller pursuant Indemnity Escrow Funds shall include, in addition to Article VI (any other than for Fraud Claims). Unless otherwise information required by Lawthis Article VIII, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment Buyer Indemnitee’s good faith estimate to the Merger Consideration received by extent feasible (which estimate will not be conclusive of the Seller pursuant to Article I hereoffinal amount of that Claim) of the amount of Indemnity Escrow Funds that should be reserved in respect of such Buyer Indemnified Losses (the “Reserved Amount”). (b) The Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Indemnity Escrow Property Funds, the Seller and the Buyer shall not be subject jointly instruct the Escrow Agent under the Escrow Agreement to any indemnification claim with pay to the Buyer Indemnitee the lesser of (i) the amount of the Buyer Indemnified Losses in respect of such Claim and (ii) the extent made after balance of the Indemnity Escrow Funds. (c) On the date that is two (2) years after six months following the Closing Date (the “First Escrow Expiration Release Date”); provided, howeverthe Escrow Agent under the Escrow Agreement shall, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the required timing Seller an amount equal to $3,281,250 less the sum of Claim Notices(i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the aggregate amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions Buyer Indemnities in respect of Article VI. After Claims prior to the Escrow Expiration First Release Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject (ii) the aggregate Reserved Amount as of the First Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to resolved but unpaid claims the First Escrow Release Date, if any (provided that in favor the event the sum of an Indemnified Party(i) and (ii) is equal to or greater than $3,281,250, no funds shall be transferred paid to the Seller on the First Escrow Release Date). (d) On the date that is twelve months following the Closing Date (the “Second Escrow Release Date”), the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller an amount equal to $6,562,500 less the sum of (i) the amount paid to the Seller on the First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the Second Release Date, if any, and (iii) the aggregate Reserved Amount as of the Second Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Second Escrow Release Date, if any (provided that in the event the sum of (i), (ii) and (iii) is equal to or greater than $6,562,500, no funds shall be paid to the Seller on the Second Escrow Release Date). (e) On the Cut-Off Date, the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any. (f) Following the Cut-Off Date, from time to time, upon resolution of any Claim for indemnification made by the Buyer Indemnitees and the appropriate amount, if any, from the Indemnity Escrow Funds having been paid to the Buyer Indemnitees in respect of such Claims, the Seller and the Buyer shall jointly instruct the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account release to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all remaining unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any.

Escrow. (a) At Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerBuyer, as escrow agent (the “Escrow Agent”)case may be, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of follows: (i) Purchaser Common Stockto Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) Series A Preferred Stockan unendorsed official bank or cashier's check payable to the order of such party, and or (iii) Series B Preferred Stock a bank wire transfer of immediately available funds to be transferred as part an account designated by such party. c. Upon receipt of the Merger Consideration (all a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment demand to the Merger Consideration received by the Seller pursuant to Article I hereof. other party. Within ten (b10) The Escrow Property shall not be subject to any indemnification claim with respect the extent made days after the date that is two (2) years after of receiving same, but not thereafter, the Closing Date (other party may object to delivery of the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect Deposit to the required timing party making such demand by giving a notice of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date objection (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller."

Escrow. (a) At The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or prior until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the ClosingCompany as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Purchaser RepresentativeCompany, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”)or its designee, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory not be liable for any act it may do or omit to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions do with respect to such shares or into which such shares are exchanged or converted, holding the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Shares in escrow and while acting in good faith and in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source exercise of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofits judgment. (b) The Escrow Property shall not Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to any indemnification claim with respect the extent made after Forfeiture Restriction and the date other terms and conditions under this Agreement that is two (2are applicable to the Shares) years after until such time, if ever, as the Closing Date (the “Escrow Expiration Date”); provided, however, Unreleased Shares with respect to any indemnification claims which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in accordance with Article VI hereof (including cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Unreleased Shares shall be forfeited in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until event such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerUnreleased Shares are forfeited.

Escrow. (a) At Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the Closingexpiration of the Evaluation Period, the Purchaser Representative, the Seller Representative ▇▇▇▇▇▇▇ Money Deposit and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, a number for purposes of shares equal to five percent (5%) reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of each of reporting the shares of (i) Purchaser Common Stockinterest earnings, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofis ▇▇-▇▇▇▇▇▇▇. (b) The Escrow Property Agent shall not be subject liable to any indemnification claim with respect party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the extent made after parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the date that is two (2) years after event Escrow Agent receives written notice of a dispute between the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including parties with respect to the required timing of Claim Notices) that remain unresolved at ▇▇▇▇▇▇▇ Money Deposit and the time of interest earned thereon (the Escrow Expiration Date (“Pending Claims”"ESCROWED FUNDS"), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any remaining court of competent jurisdiction. Upon such deposit, Escrow Property remaining Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Account Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the SellerEscrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePurchaser, the Seller Company, the INXB Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datedeposit six hundred eight-eight thousand, a number of six hundred and three (688,603) shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Stock (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, Agent to be held and disbursed by the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI VII hereof and the Escrow Agreement. The Escrow Property Shares shall serve as be allocated among the sole source of payment for the obligations of the Seller pursuant Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from be deposited in the Escrow Account shall be treated by issued in the Parties as an adjustment name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Merger Consideration received by Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Seller Indemnifying Party pursuant to and in accordance with Article I VII hereof. (b) . The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that is two first (21st) years after anniversary of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI VII hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser INXB Representative under Article VI VII and the Purchaser Share Price as of the Escrow first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIVII. After the Escrow Expiration Date, any Escrow remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent disbursed to the SellerExchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithClaims, the Escrow Agent shall transfer disburse any remaining Escrow Escrowed Property remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable U.S. Buyer shall deposit or cause to be deposited an amount equal to the Purchaser and Escrow Amount in an escrow account mutually established by the Seller, as escrow agent Parties at Deutsche Bank (the “Escrow Agent”), shall enter into . Such escrow account will be established pursuant to an Escrow Agreement, effective as of escrow agreement in a form reasonably agreed to by the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant ) with the costs thereof to which be borne one-half by Seller and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the Purchaser shall issue right of Seller to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the shares Internal Revenue Code of 1986, as amended (ithe “Code”) Purchaser Common Stockand any corresponding provision of foreign, state or local law, as appropriate; (ii) Series A Preferred StockBuyers shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) Series B Preferred Stock if and to the extent any amount of the Escrow Fund is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be transferred as part designated by Seller prior to the Closing. Clause (iv) of the Merger Consideration (all preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the foregoing, collectively, Code and the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax Returns consistently with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementforegoing. The Escrow Property Buyers shall serve as the sole source of payment for the obligations of the Seller pursuant be entitled to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all receive quarterly distributions made from the Escrow Account shall be treated by Fund in an amount equal to 40% of the Parties as an adjustment interest and earnings which are allocable to the Merger Consideration received by the Seller Buyers pursuant to Article I hereofclause (ii) above. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At Restricted Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’sattorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Restricted Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Restricted Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Restricted Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Restricted Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesRestricted Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Restricted Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. (a) At or prior to Upon the Closingissuance of the Non-Escrow Shares in accordance with Section 1.4, the Purchaser Representative, shall withhold the Seller Representative Initial Escrow Shares and a third-party escrow agent mutually acceptable deliver such shares of Purchaser Common Stock to the Purchaser and the SellerWilmington Trust N.A., as escrow agent (the “Escrow Agent”), shall enter into an to be held by the Escrow Agreement, effective Agent as collateral to secure the rights of the Effective Time, in form Purchaser pursuant to Section 1.3(a) and substance reasonably satisfactory of the Indemnified Parties under Article X. The Escrow Shares shall be held pursuant to the Purchaser and provisions of an escrow agreement substantially in the Seller form of Exhibit C hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to . The Escrow Shares will be held by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after until the date that is two (2) years 12 months after the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect that in the event the Purchaser has made a claim under Article X prior to any indemnification claims made the end of the Escrow Period, then, in accordance with Article VI hereof (including with respect and subject to the required timing of Claim Notices) that remain unresolved at the time terms and conditions of the Escrow Expiration Date Agreement, the Escrow Period shall continue (“Pending Claims”)and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the quotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, all or rounded up to the nearest whole share) until such claim is fully and finally resolved. By virtue of the execution of this Agreement by a portion Stockholder, without any further act of any Stockholder, such Stockholder shall be deemed to have consented to and approved (i) the use of the Escrow Property reasonably necessary Shares as collateral to satisfy such Pending Claims (as determined based on secure the amount rights of the indemnification claim included Purchaser pursuant to Section 1.3(a) in the Claim Notice provided by manner set forth herein and in the Purchaser Representative under Article VI and Escrow Agreement, (ii) the Purchaser Share Price as use of the Escrow Expiration Date) shall remain Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Account until such time Agreement, and (iii) the appointment of the Stockholders’ Representative as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After representative under the Escrow Expiration Date, any Escrow Property remaining in Agreement of the Escrow Account that is not subject to Pending Claims, if any, Stockholders under this Agreement and not subject to resolved but unpaid claims in favor as the attorney-in-fact and agent for and on behalf of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch Stockholder.

Escrow. (a) At or prior to Holder hereby authorizes and directs the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Company, to transfer the Purchaser and the Seller (the “Escrow Agreement”), pursuant Unreleased Shares as to which the Purchaser shall issue Forfeiture Option is effective from Holder to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of Holder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option 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 certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and Holder attached as Exhibit B hereto, until the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unreleased Shares, the escrow agent shall not promptly deliver to the Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Holder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Shares in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or prior to As of the Closing, Buyer shall deposit in escrow cash in the Purchaser Representativeamount of $[**] (the “Escrow Amount”), to be held to fund in part the Seller Representative indemnification obligations of the Stockholders and a third-party escrow agent mutually acceptable Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Purchaser Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the SellerRepresentative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with ▇▇▇▇▇ Fargo Bank, as escrow agent National Association (the “Escrow Agent”), shall enter into an ) to govern the terms and conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, effective [**] of the Escrow Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Effective TimeEscrow Amount prior to such date, in form and substance reasonably satisfactory shall be released to the Purchaser Representative (on behalf of the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the Seller (the “remaining Escrow Agreement”)Amount, pursuant to which the Purchaser shall issue to the Escrow Agent on including any interest earned thereon from the Closing Date, a number less (x) the amount of shares equal to five percent (5%) any claims made by Buyer in good faith against the Escrow Amount that are pending as of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stocksuch date, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”y) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant amounts paid to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made Buyer from the Escrow Account shall be treated by the Parties as an adjustment Amount prior to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Partydate, shall be transferred by the Escrow Agent released to the Seller. Promptly after Representative (on behalf of the final resolution of all Pending Claims Stockholders and payment of all indemnification obligations in connection therewith, Optionholders) on the Escrow Agent shall transfer any remaining Escrow Property remaining in date which is [**] following the Escrow Account to the SellerClosing Date.

Escrow. (a) At or prior Notwithstanding anything to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow contrary contained in Section 1.2(a) or elsewhere in this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of : (i) Purchaser Common Stock, an aggregate of $16,500,000 (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “General Escrow Amount”) shall be: (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, A) withheld from: (i) the “Gross Purchase Price” otherwise payable to the Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller General Escrow SecuritiesAmount”; and (ii) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in accordance with Schedule 1.2B in the column entitled “Cash Cancel Seller General Escrow Amount,”; and (B) paid or caused to be heldpaid by Purchaser, along in the amount of $239,549.38, and such General Escrow Amount shall be deposited into an escrow account maintained with any other dividends, distributions or other income on a financial institution in the Escrow Shares United Kingdom (together with the Escrow Shares, the “General Escrow PropertyAccount”), in a segregated escrow account (the “Escrow Account”) to be held and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement; and (ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the Seller. Promptly after Sellers in accordance with the final resolution of all Pending Claims amounts set forth on Schedule 1.2A in the column entitled “Seller Special Escrow Amount” and payment of all indemnification obligations (B) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in connection therewithaccordance with the amounts set forth on Schedule 1.2B in the column entitled “Cash Cancel Seller Special Escrow Amount,” and such Special Escrow Amount deposited into an escrow account maintained with a financial institution in the United Kingdom (the “Special Escrow Account”), to be held and distributed by the Escrow Agent shall transfer any remaining Escrow Property remaining in accordance with the terms of the Escrow Account to the SellerAgreement.

Escrow. (a) At The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or prior such other person designated by the Company, to transfer the Restricted Shares which are subject to the Closing, Restrictions from the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable Restricted Shareholder to the Purchaser and Company or the SellerEmployer, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Timeapplicable, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), event of forfeiture of such shares pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofSection 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement 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 certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall not have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Restricted Shares in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Closing, Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into Agent in accordance with an Escrow Agreement. If the Closing occurs, effective Parent and Buyer agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 6.11, the maximum liability of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Stockholders collectively shall issue be limited to the Escrow Agent on Deposit and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Closing DateEscrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a number “Pro Rata Portion” of shares a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to five percent (5%) the percentage of each the Purchase Price to which such Stockholder is entitled as set forth on Schedule 11.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of (i) Purchaser Parent Common StockStock so sold, (ii) Series A Preferred Stock, Parent shall be entitled to recover against any and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions cash or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementproceeds so obtained. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Any Losses payable pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made this Section 11.4 from the Escrow Account Deposit shall be treated by paid from the Parties Cash Escrow and the Stock Escrow in the same proportion as an adjustment such Cash Escrow and Stock Escrow bears to the Merger Consideration received by total Escrow Deposit. Notwithstanding anything to the Seller contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article I hereof. (b) The Escrow Property XI until the aggregate Losses are in excess of $25,000, at which point the Company and the Stockholders shall not be subject to any indemnification claim with respect liable for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the full amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until all Losses including such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleramount.

Escrow. (a) At or prior to the ClosingEffective Time, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable Escrow Amount shall be delivered or caused to the Purchaser and the Seller, be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as pursuant to the provisions of the Effective Timeescrow agreement in substantially the form attached as Exhibit D hereto, in subject to any amendments to such form requested by the Escrow Agent and substance reasonably satisfactory mutually agreed to the Purchaser by Parent and the Seller Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to the Effective Time, pursuant to which by and among Parent, the Purchaser Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall issue to provide Parent with recourse against amounts held in escrow by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedDamages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on terms and conditions set forth in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agreement and in a segregated escrow account such Section 7.8 and Article IX of this Agreement (the “Escrow AccountFunds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and disbursed therefrom Parent at the times, and upon the terms and conditions, set forth in accordance with Article VI hereof and the Escrow Agreement. The terms and provisions of the Escrow Property Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the holders of Company Stock and, in the case of the Principal Stockholders, their execution and delivery of this Agreement, shall serve constitute approval by such holders, as to the sole source specific terms of payment for the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Seller pursuant to Article VI (other than Stockholders’ Representative, as provided for Fraud Claims). Unless otherwise required by Law, all distributions made from herein and in the Escrow Account shall be treated by Agreement. The release of the Parties as an adjustment to Escrow Funds (or any portion thereof) will occur on the Merger Consideration received by fifteen (15) month anniversary of the Seller pursuant to Article I hereof. (b) The Escrow Property shall not Closing, and will be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI terms hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time and of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior to 9.1 On the ClosingCompletion Date, the Purchaser Representativeshall transfer that number of New OpenTV Shares (valued at (Pounds)10.43 per share) which is equal to 15% of the Consideration payable on Completion on account of the Vendors in an amount equal to their proportionate Consideration to be registered in the name of, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as be deposited with an escrow agent (the “"Escrow Agent”"), whose receipt shall enter into be an Escrow Agreementabsolute discharge therefor, effective as of such deposit to constitute the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller escrow fund (the “"Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%Fund") of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof governed by this Agreement and the Escrow Agreement. 9.2 Such Escrow Shares together with any cash paid pursuant to clause 9.1 shall constitute the "Escrow Fund". In the event that the Purchaser is entitled to recover any amount under this agreement for an Agreed Claim, pursuant to clause 10.7 or pursuant to clause 19.2, the Escrow Fund shall be used to satisfy the liabilities of the Vendors. 9.3 The Escrow Property Fund shall serve as continue to be held by the sole source of payment for Escrow Agent until its termination which shall happen upon the obligations latest to occur of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof.following: (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made 9.3.1 one year after the Completion Date; 9.3.2 the date that is two (2) years after of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time exhaustion of the Escrow Expiration Date Fund as a consequence of transfers to the Purchaser as a result of Agreed Claims; and 9.3.3 where the Purchaser has made a Notified Claim during the period one year after the Completion Date, the date when there is a final determination of whether such claim becomes an Agreed Claim and such claims (“Pending to the extent that they, in fact, become Agreed Claims”), all or a portion ) have been fully satisfied out of the Escrow Property reasonably necessary Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to satisfy such Pending Claims (as determined based on the amount release of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as some of the Escrow Expiration Date) shall remain Shares and cash in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending ClaimsPounds Sterling, if any, and not subject after the expiry of the date one year after the Completion Date if, in the Purchaser's reasonable opinion, the remaining Escrow Shares or cash held after such release are reasonably adequate to resolved but unpaid cover potential liabilities in relation to claims in favor of an Indemnified Party, formerly notified. Any such Escrow Shares or cash released shall be transferred by dealt with pursuant to clause 9.5 as if they had been released upon a termination of the Escrow Agent to Fund. 9.5 Upon the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithEscrow Fund terminating, the Escrow Agent shall transfer any remaining deliver to the Vendors all Escrow Property Shares and other property remaining in the Escrow Account Fund. Deliveries of Escrow Shares to Vendors pursuant to this clause 9.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the SellerEscrow Fund. 9.6 All Notified Claims shall be resolved by mutual agreement amongst the parties within 90 days of notification, if possible, failing which by arbitration in accordance with the rules of the London Court of International Arbitration, with the seat of arbitration in London, England.

Escrow. (a) At or prior 12.1 The Escrow Amount together with the Additional Escrow Amount, from time to time, together with all interest earned thereon, shall be deposited and held in the Closing, Escrow Account and paid out in accordance with the Purchaser Representative, provisions of this Clause 12 and the Seller Representative and a third-party escrow agent mutually acceptable Escrow Agreement by way of security against any liability of the Ordinary Shareholder to pay any amounts to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares respect of (i) Purchaser Common Stock, any claims under this Agreement (including any Claims); (ii) Series A Preferred Stock, and any claims made under the Tax Deed; (iii) Series B Preferred Stock any claims made by Digital Realty (UK) Limited under the Consultancy Agreement; and/or (iv) any adjustments to be transferred as made pursuant to Clause 8 (“Other Claims”). All interest earned on principal in the Escrow Account (less Tax if applicable) shall follow that part of the Merger Consideration (all of principal on which it is earned and shall be paid out at the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), same time. 12.2 The monies in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated released by the Parties Escrow Agent as an adjustment follows: (a) on the date which is 9 (nine) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be paid to the Merger Consideration received Ordinary Shareholder out of the Escrow Account, the sum of £20,000 (amount in words) retained with respect to any Income and Outgoings to be prorated in accordance with Clause 8 less the aggregate of: (i) the amount of any adjustments to be made pursuant to Clause 8 due to the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any outstanding claims made by the Seller pursuant Purchaser under Clause 8 prior to Article I hereof.that date but not agreed or determined; (b) The any monies agreed to be paid or released or which have been determined by an Expert to be released pursuant to Clause 8; (c) if the ▇▇▇▇▇ Guarantees have been released within the period of 36 (thirty six) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be paid to the Ordinary Shareholder out of the Escrow Property shall Account, the balance of all monies then to the credit of the Escrow Account less the aggregate of: (i) the amount of any Claims and/or Other Claims by the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not be subject duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any indemnification claim with respect outstanding Claims and/or Other Claims made by the extent made Purchaser prior to that date but not agreed or determined or lapsed; (d) after the period of 36 (thirty six) months following the Completion Date and until the date upon which the ▇▇▇▇▇ Guarantees have been released and/or extinguished there shall be paid to the Ordinary Shareholder out of the Escrow Account, the ▇▇▇▇▇ Rental Surplus less the aggregate of: (i) the amount of any Claims and/or Other Claims by the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is two liable and not duly paid or credited as having been paid to the Purchaser; and (2ii) years after the Closing Date amount of any outstanding Claims and/or Other Claims made by the Purchaser prior to that date but not agreed or determined or lapsed; (e) from time to time thereafter, there shall forthwith be paid to the “Ordinary Shareholder out of the monies remaining in the Escrow Expiration Date”)Account, the amount, if any, by which the amount of those monies remaining in the Escrow Account, shall from time to time exceed the aggregate of: (i) the amount of any Claims and/or Other Claims made by the Purchaser agreed or determined prior to that date and not duly paid to the Purchaser; provided, however, with respect and (ii) the amount of any outstanding Claims and/or Other Claims by the Purchaser made prior to any indemnification claims made that date but not agreed or determined or lapsed; and (f) in accordance with Article VI hereof (including with respect Clauses 12.5(a), 12.5(b), 12.5(c) and 12.5(g). All monies paid to the required timing of Claim Notices) that remain unresolved at the time Purchaser out of the Escrow Expiration Account shall be deemed to the extent so paid to satisfy the Claim(s) and/or Other Claims in respect of which such monies are paid out. 12.3 References in this Clause 12 to a Claim or Other Claims being agreed or determined or lapsed shall be: (a) to an agreement evidenced by joint written instructions signed on behalf of both the Ordinary Shareholder and the Purchaser stating: (i) the agreed amount of such Claim and/or Other Claims (if any) either for which the Ordinary Shareholder is liable and/or (if any) the agreed amount of such Claim and/or Other Claims for which the Ordinary Shareholder is not liable and/or (if any) the amount of such Claim and/or Other Claims still in dispute; or (ii) that the relevant Claim and/or Other Claims has lapsed; (b) to a determination of the Expert in accordance with the provisions of Clause 8 indicating on its face the amount of such Other Claim for which the Ordinary Shareholder is or is not liable; or (c) to a determination of the courts of England evidenced by an amount indicating on its face: (i) the amount of such Claim and/or Other Claims for which the Ordinary Shareholder is or is not liable; or (ii) that the relevant Claim and/or Other Claims has lapsed. 12.4 Each Claim or Other Claim, in order to be recognised as being validly made, must be made in writing, shall give such reasonable details of the Claim or Other Claim as may be available at that time (to include an estimate of a monetary amount of such Claim or Other Claim which shall be a fair, reasonable and bona fide estimate of the level of such Claim or Other Claim) and shall be delivered to the Ordinary Shareholder in accordance with paragraph 2 of Schedule 5 (Sellers’ Limitations on Liability) and Clause 33. 12.5 The Purchaser and the Ordinary Shareholder shall instruct the Escrow Agent that it is hereby irrevocably instructed by the Ordinary Shareholder and the Purchaser to sign money transfer orders on the Escrow Account for the release of principal monies as follows: (a) upon the receipt by the Escrow Agent of joint written instructions pursuant to Clause 12.3(a), to the Purchaser in respect of the amount (if any) of an agreed Claim and/or Other Claim; (b) upon the receipt by the Escrow Agent of (i) a determination pursuant to Clause 12.3(b); and/or (ii) an award or order pursuant to Clause 12.3(c), to the Purchaser in respect of the amount (if any) of the Claim and/or Other Claims for which the Ordinary Shareholder is liable; (c) on the date which is 9 (nine) months following the Completion Date (“Pending Claims”or if such date is not a Business Day, the next Business Day following such date), all or a portion to the Ordinary Shareholder in respect of the Escrow Property reasonably necessary amount referred to satisfy in Clause 12.2(a); (d) on the date which is 36 (thirty six) months following the Completion Date (or if such Pending Claims date is not a Business Day, the next Business Day following such date), to the Ordinary Shareholder in respect of the amount referred to in Clause 12.2(c); (as determined based e) annually thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(d) (or in any such case the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain principal remaining in the Escrow Account until if a lesser sum); (f) from time to time thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(e) (or in any such time case the amount of the principal remaining in the Escrow Account if a lesser sum); and (g) on the dates referenced in Clauses 12.2 to the Ordinary Shareholder in respect of any interest (less any Tax if applicable) in accordance with Clause 12.6, and in making the payments to be made pursuant to this Clause 12 the Escrow Agent shall rely on (as such Pending Claim shall the case may be): (i) the specified or estimated amounts of Claims and/or Other Claims which the Purchaser notifies to the Escrow Agent have been finally resolved and paid validly notified to the Ordinary Shareholder pursuant to the provisions of Article VI. After this Agreement; (ii) any joint written instructions referred to in Clause 12.3(a) which are received by the Escrow Expiration DateAgent; (iii) any determination referred to in Clause 12.3(b) which is received by the Escrow Agent; (iv) any order or award referred to in Clause 12.3(c) which is received by the Escrow Agent; and (iv) amounts previously paid from the Escrow Account, but not any Escrow Property remaining other matters. 12.6 All interest earned on principal in the Escrow Account that is not subject to Pending Claims, (less Tax if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, applicable) shall be transferred payable to the Ordinary Shareholder and shall be paid to the Ordinary Shareholder on the dates referred to at Clauses 12.2(a), 12.2(b) and 12.2(d). 12.7 Any payment to be made in accordance with this Clause 12 to the Ordinary Shareholder shall be made by electronic transfer to GM’s Designated Account. Any payment to be made in accordance with this Clause 12 to the Purchaser shall be paid by electronic transfer to an account notified by the Purchaser to the Escrow Agent in writing at least two (2) Business Days before the date of payment. 12.8 The payment by the Escrow Agent of all or any part of the Escrow Amount and/or the Additional Escrow Amount to the Seller. Promptly after Ordinary Shareholder or Purchaser, as appropriate, shall constitute a good discharge by the final resolution Escrow Agent in respect of all Pending Claims each such payment and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in not be concerned to see to the application of each such payment. The fees and expenses of the Escrow Account to Agent shall be borne equally as between the SellerPurchaser (on the one hand) and the Ordinary Shareholder (on the other hand).

Escrow. Notwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (athe “Escrow Funding”) At prior to the Acquisition Closing Date (while in escrow, the “Escrow Term Loans”) and the following terms shall apply to the Escrow Funding: (i) The Company shall be the borrower of the Term B Loans funded into escrow. (ii) Term B Loans shall be required to be repaid in full to the extent release from escrow does not occur on or prior to the Closing, Mandatory Cancellation Date. (iii) Interest on the Purchaser Representative, Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser terms of this Agreement and the Seller, as escrow agent (Term B Loans shall otherwise be governed by the “Escrow Agent”), shall enter into an Escrow terms set out for such Term B Loans in this Agreement, effective mutatis mutandis. (iv) The Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Term B Loans upon any funding thereof into escrow. (v) Any upfront fees (or original issue discount) in respect of the Term B Loans shall apply as of the Effective Timedate the Term B Loans are funded into escrow; provided that while in escrow such Term B Loans shall be prepayable at the issue price thereof. (vi) The maturity date of the Term B Loans will be as set for in the proviso to the definition of Term B Loan Maturity Date, which for the avoidance of doubt, will be 7.5 years from the date of such funding into escrow, subject to the terms of this Agreement. (vii) Amortization payments on the Term B Loans set forth in Section 2.2.3(a) shall only apply upon the release of the Term B Loans from escrow. (viii) Substantially simultaneous with the satisfaction or waiver of the conditions set forth in Section 4.3, the Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of the Incremental Term Loans funded into escrow will not be required to be pre-funded (but for the avoidance of doubt the Term B Loans funded into escrow and interest, fees and other amounts owing in respect thereof shall constitute Obligations hereunder). (x) The call-protection set forth in Section 2.6.3 will apply from the date the Term B Loans are funded into escrow and not the Acquisition Closing Date. (xi) The proceeds of the Term B Loans will be placed into an escrow account or accounts pending release on the Acquisition Closing Date pursuant to an escrow agreement among the Company, the Administrative Agent and an escrow agent, in each case, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Arrangers; provided that in any event the conditions for release of the proceeds from escrow shall not be more restrictive than the conditions set forth in Section 4.3 for the funding of the Term B Loans on the Acquisition Closing Date (it being understood that such agreement may require a certificate from the “Escrow Agreement”), pursuant to which the Purchaser shall issue Company to the Escrow escrow agent confirming such release conditions have been met). The Lenders and Issuers hereby authorize the Administrative Agent to enter into such escrow agreement. (xii) While in escrow, the Indebtedness represented by the Term B Loans and the proceeds thereof shall not be included in calculating the financial covenants in Sections 6.22 and 6.23 or any other financial ratios or incurrence tests hereunder and any applicable Indebtedness represented by the Term B Loans, any Liens on the escrow account and any proceeds therein and any Investments thereof shall be permitted under Article VI hereof. For the avoidance of doubt, to the extent any New Senior Unsecured Notes are funded into escrow prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Administrative Agent will notify the Term B Lenders of such borrowing notice and each Term B Lender shall be required to make the proceeds of their Term B Loans available to the Administrative Agent on such Borrowing Date as set forth in Section 2.3. (xiv) Each Lender and Issuer consents to the terms of this Section 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, including Section 8.2, the Company and the Administrative Agent may make any changes to the Loan Documents with only the consent of the Company and the Administrative Agent (and no other Lender or Issuer) to ensure this Agreement adequately reflects the nature of the Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, a number of shares equal to five percent the extent such amendments or modifications (5%y) of each only relate to the Term B Facility or (x) are not materially adverse to the interests of the shares of (i) Purchaser Common Stockother Lenders hereunder, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated determined by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAdministrative Agent in its sole discretion. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (ai) At or prior For purposes of facilitating the enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the ClosingRepurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the Purchaser Representativeform attached to this Agreement as Exhibit A executed by Buyer, the Seller Representative and a third-party escrow agent mutually acceptable in blank, to the Purchaser and the Secretary of Seller, or the Secretary’s designee (as escrow agent (applicable, the “Escrow Agent”)) to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 4.4 above shall immediately be deposited with Escrow Agent to be held in escrow. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to Buyer and shall not be held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall enter into an be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow AgreementAgent may rely upon any letter, effective as of the Effective Time, in form notice or other document executed by any signature purported to be genuine and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to may resign at any time. Buyer agrees that if the Escrow Agent on resigns as escrow holder for any or no reason, the Closing Date, Board of Directors of Seller shall have the power to appoint a number successor to serve as escrow holder pursuant to the terms of shares equal this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Buyer upon request promptly after such release. (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Buyer shall not be subject entitled to transfer any indemnification claim with respect shares of Restricted Stock without the extent prior written consent of Seller. If any transfer is made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant attempted contrary to the provisions of Article VI. After the Escrow Expiration Datethis Agreement, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, such purported transfer shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellervoid ab initio.

Escrow. (a) At On or prior to the ClosingClosing Date, the Purchaser Stockholders’ Representative, the Seller Representative Parent and a third-party escrow agent mutually acceptable to the Purchaser Branch Banking and the Seller, as escrow agent Trust Company (the “Escrow Agent”), ) shall enter into an Escrow Agreement, effective escrow agreement in substantially the form attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit D (the “Escrow Agreement”), . (b) Parent shall withhold Seven Million Dollars ($7,000,000) (the “Initial Escrow Amount”) from the Merger Consideration to be paid at Closing and deposit such amount into escrow pursuant to which the Purchaser shall issue to terms of the Escrow Agent on the Closing Date, a number of shares equal Agreement. (c) Parent shall withhold an amount up to five ten percent (510%) of each any Initial Order Cash Consideration or Performance Payment that may become payable (the “Additional Escrowed Funds”) and deposit such amounts in to escrow pursuant to the terms of the shares Escrow Agreement such that, when added to the Initial Escrow Amount, such amounts bring the total funds deposited into escrow to a total of Nine Million Two Hundred Fifty Thousand Dollars (i$9,250,000) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”). (d) (together with any equity securities paid as dividends or distributions with respect The Escrow Amount shall be deposited in an interest-bearing escrow account, pursuant to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and terms of the Escrow Agreement. The Escrow Property shall serve as Pursuant to and subject to the sole source of payment for the obligations terms and conditions of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required Escrow Agreement, the Escrow Amount shall be held in escrow until receipt by Law, all distributions made the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Account Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided in the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after held in escrow until the date that is two twelve (212) years months after the Closing Date Date. (the “Escrow Expiration Date”); provided, however, with respect to e) Notwithstanding any indemnification claims made in accordance with Article VI hereof (including with respect provisions of this Agreement to the required timing of Claim Noticescontrary, (i) that remain unresolved at the time Parent shall be treated for income Tax purposes as the beneficial owner of the Escrow Expiration Date (“Pending Claims”), Amount and all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account earnings thereon until such time as any such Pending Claim shall have been finally resolved and paid funds are distributed pursuant to the provisions Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of Article VI. After (a) the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspurchase price adjustments, if any, pursuant to Section 1.12 and not subject (b) the indemnity obligations of the Participating Holders pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerARTICLE IX.

Escrow. (a) At or prior As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the ClosingShares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the Purchaser Representative, the Seller Representative and a third-party certificates for Shares shall be held in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent by Union Bank of California N.A. (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) until the earlier of (a) the date on which none of the Effective Time, in form and substance reasonably satisfactory Shares remain subject to the Purchaser Repurchase Right and (b) the Seller date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “Escrow AgreementPeriod”). Notwithstanding the foregoing, pursuant however, if the Student Enrollment at all Qualified Educational Institutions is equal to which the Purchaser or greater than two hundred thousand (200,000) on December 31, 2010 and there occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, then Seller shall issue be entitled, by notice given to the Escrow Agent on and Buyer, to cause the Closing Date, Escrow Agent to release to Seller a number of shares equal to five percent the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively“Post IPO Release Right”). Further, the “Escrow Amount”) (together Seller agrees to deliver and deposit with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the Escrow certificate or certificates evidencing the Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant foregoing documents are to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred held by the Escrow Agent and delivered by the Escrow Agent in accordance with the Escrow Agreement in the form attached hereto as Exhibit D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the SellerEscrow Agent to be held in escrow in the same manner as such Shares. Promptly after In the final resolution event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of all Pending Claims Shares (or substituted securities described in Section 3.5) so repurchased or acquired and payment (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of all indemnification obligations such Shares and (ii) cancel any certificates representing distributions of securities made in connection therewithrespect of such Shares. Upon the release to Seller of any of the Shares held by the Escrow Agent, the Escrow Agent shall transfer any remaining Escrow Property remaining also release from escrow to Seller all substituted or additional securities and/or other property in the Escrow Account to the Sellerrespect of such Shares described in Section 3.5 below.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeIncentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior The parties to the ClosingEscrow Agreement shall instruct the Escrow Agent, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable pursuant to the terms of the Escrow Agreement, to promptly pay any amounts due and owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the Sellerother Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, as escrow agent (the “Escrow Agent”)warranty, shall enter into an Escrow Agreementcovenant, effective as agreement or other obligation contained in this Agreement or any of the Effective Timeother Transaction Documents, and in form and substance reasonably satisfactory no event shall the ESOP, the Option Holders or the SARs Holders be liable to the any Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnitee for any amounts in excess of the Escrow Agent on Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, a number the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of shares an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five percent (5%) of Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of the shares applicable portion of (i) Purchaser Common Stockthe Escrow Funds, (ii) Series A Preferred Stockif any, pursuant to this Article X in connection with such resolution, to release to the ESOP and to the Company on behalf of, and (iii) Series B Preferred Stock to be transferred as part paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of the Merger Consideration (all remaining aggregate amount of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions Losses with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofunresolved indemnification claims. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (athe “Escrow Shares”) At or shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the ClosingEffective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A hereto (the “Escrow Agreement”), pursuant to which . On the Purchaser shall issue to the Escrow Agent on the Closing Date, a number first anniversary of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Basic Indemnity Escrow Expiration Termination Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Property remaining Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Account Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the Sellerrepresentations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. (a) At or prior to the Closing, Buyer will deposit the Purchaser RepresentativeEscrow Amount, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the without any act of Seller, as with the Escrow Agent, such deposit to constitute an escrow agent fund (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesFund”) to be heldgoverned by the terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, along with any the Escrow Cash shall be invested by the Escrow Agent in a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and income (including dividends and other dividends, distributions or other income in respect of the Escrow Shares) that accrue on the Escrow Shares (together with Amount during the period of time during which the Escrow SharesAmount is held in the Escrow Fund shall be deemed to be part of the Escrow Fund; provided, however, that Buyer shall be required to report and pay the Taxes due on such interest, earnings and income, unless, and until, the “Escrow Property”), in a segregated escrow account Fund (the “Escrow Account”or any portion thereof) and disbursed therefrom is paid or released to Seller in accordance with Article VI hereof and the Escrow terms of this Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account Shares shall be treated appropriately adjusted for stock splits, recapitalizations, combinations and the like consummated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofBuyer. (b) The Subject to the following requirements, the Escrow Property Fund shall not be subject to any indemnification claim with respect the extent made after the remain in existence through and until that date that is two (2) years after 365 days following the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to . Upon the required timing of Claim Notices) that remain unresolved at the time expiration of the Escrow Expiration Date Period, and within ten (“Pending Claims”)10) business days thereafter, any and all or a Escrow Cash and/or Escrow Shares remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount of Escrow Cash and Escrow Shares equal, in the aggregate, to such portion of the remaining Escrow Property reasonably Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy such Pending Claims any unsatisfied claims specified in any Damages Certificate (as determined based on defined in Section 9.4(c)) delivered to the amount of Indemnifying Parties prior to the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as end of the Escrow Expiration Date) Period, which amount shall remain in the Escrow Account Fund (and the Escrow Fund shall remain in existence) until such time claims have been resolved. As soon as such Pending Claim shall claims have been finally resolved (such resolution to be evidenced by the written agreement of Buyer and paid pursuant to the provisions Indemnifying Parties or the written decision of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anyarbitrators as described below), and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithwithin two (2) business days thereafter, the Escrow Agent shall transfer deliver to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Property remaining Agent shall remit to the Indemnified Party an amount of Escrow Cash and a number of Escrow Shares that in the Escrow Account aggregate are equal to the Selleramount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount (it being agreed that (i) such remittance shall first be paid out of available Escrow Cash before Escrow Shares are used and (ii) the Escrow Shares shall be valued at a per share amount equal to the closing price of Parent Common Stock as reported on the New York Stock Exchange on (A) if no Objection Certificate shall be delivered, the last day of the twenty (20) day period referred to in this Section 9.4(d), (B) if an Objection Notice is delivered and the parties resolve such objection pursuant to Section 9.4(e) within the fifteen (15) day period referred to in Section 9.4(e), the last day of such fifteen (15) day period or (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a letter setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the Indemnifying Parties or the Indemnified Parties may make a written demand for arbitration of the matter no later than 30 days after the expiration of such 15-day period unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with Section 11.10.

Escrow. (a) At or prior to the Closing, Innovate, the Purchaser Shareholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Innovate shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five deposit Preferred Stock Consideration in an amount comprising ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration otherwise deliverable to the Company Shareholders (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms hereof and of the Escrow Agreement. The Escrow Property Shares shall be allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Innovate Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)Section 10. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Merger Consideration received by the Seller Company Shareholders pursuant to Article I Section 1 hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two six (26) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI Section 10 hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Innovate under Article VI and the Purchaser Share Price as of the Escrow Expiration DateSection 10) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VISection 10. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany Shareholders, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At In order to satisfy and to establish a procedure for the satisfaction of claims by Buyer or prior to the Closingits related Indemnified Parties for indemnification, Buyer, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerJPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”), ) shall enter into an Escrow Agreementagreement, effective attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit G (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock fund to be transferred as part of managed by the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) Agent and to be heldused to satisfy the Company’s and the Stockholders indemnification obligations, along with if any, any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account this Article VIII (the “Escrow AccountFund”) and disbursed therefrom in accordance with Article VI hereof ). Each Stockholder’s Pro Rata Portion of the Escrow Amount shall be set forth on the Certified Capitalization Table, and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required aggregate Purchase Price received by Law, all distributions made from the Escrow Account each such Stockholder shall be treated reduced by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofsuch amount. (b) The Escrow Property Fund shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, the first Business Day immediately following such date), (such period referred to herein as the “Escrow Period”), the Escrow Agent shall pay to each Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, minus (ii) the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Expiration DateDisbursement”); provided, however, with respect that to any indemnification claims made the extent it is subsequently determined in accordance with Article VI hereof (including with respect VIII that the Buyer is not entitled to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Buyer is not subject entitled to Pending Claims, if any, and not subject retain any other amounts subtracted pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewiththis Section, the Escrow Agent shall transfer promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. As soon as any such claims have been resolved (such resolution to be evidenced by the written agreement of the Indemnified Parties and the Indemnifying Parties or the written decision of the arbitrators as described below), and within five (5) Business Days thereafter, the Escrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of the Escrow Fund not required to satisfy any remaining Escrow Property remaining in claims. Interests accrued on the principal shall be paid and allocated entirely to Novacap. In the event of a conflict between the provisions of this Article VIII and the provisions of the Escrow Account to Agreement, the Sellerprovisions of the Escrow Agreement shall prevail.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeNonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior to From and after the Closing, any indemnification to which the Purchaser RepresentativeBuyer Indemnified Parties are entitled under this Agreement shall be satisfied first by recouping such Losses from the Escrow Amount in accordance with the terms and conditions of this Agreement and the Escrow Agreement, and thereafter, subject to the terms and conditions of this Agreement, the Buyer Indemnified Parties may proceed directly against Seller Representative and/or the Members with respect to such Losses. Upon expiration of the period set forth in Section 7.1(iii), and a third-party escrow agent mutually acceptable to assuming there are no indemnification obligations claimed by Buyers in good faith or the Purchaser and the Seller, as escrow agent Company (the “Escrow AgentRelease Date”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Buyer and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Representative shall issue to direct the Escrow Agent to release to the Seller Representative (on behalf of Seller, which amounts shall then be paid over to Seller by the Seller Representative) the then remaining balance of the Escrow Amount less the aggregate amount of all claims specified in any then unresolved good faith claims for payment therefrom made by the Buyer pursuant to this Agreement. To the extent that on the Closing DateEscrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of any unresolved claim for payment made by Buyer and, a number of shares equal subsequent to five percent (5%) of each of such date, such claim is resolved, Buyer and the shares of Seller Representative shall promptly direct the Escrow Agent to release (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date Buyer that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsamount, if any, due in respect of such claim as finally determined pursuant to this Agreement and not subject (ii) to resolved but unpaid claims in favor the Seller Representative (on behalf of an Indemnified PartySeller, which amounts shall be transferred then by paid over to Seller by the Escrow Agent Seller Representative) an amount equal to the Seller. Promptly after excess, if any, of the final resolution amount theretofore reserved and withheld from distribution in respect of all Pending Claims and payment of all indemnification obligations in connection therewithsuch claim less the payments, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account if any, made pursuant to the Sellerimmediately preceding clause (i).

Escrow. Within thirty (a30) At or prior days after the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Closing, the Purchaser Representative, the Seller Buyer Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “"Escrow Agent”"), shall enter into execute and deliver an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Buyer Representative (as amended or modified from time to time, the “"Escrow Agreement”"), pursuant to which any proceeds (the Purchaser "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as defined in the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of the Common Stock exceeds $2.80 (as adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and so long as no Event of Default (as defined in the Notes) has occurred or any event shall issue have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default (the "Company Escrow Release Event"), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as defined below) (i) the Company shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At such time as any Buyer elects an Escrow Funds Redemption (as defined in the Notes), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms of the Notes from the Escrow Funds (on a pro rata basis based on the Closing Date, a number principal amount of shares equal to five percent (5%) of the Notes then held by each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”Buyers), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Company shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from maintain the Escrow Account for so long as any Notes remain outstanding. At such time as no Notes remain outstanding, the Company and the Buyer Representative shall be treated by the Parties as an adjustment deliver to the Merger Consideration received by the Seller pursuant Escrow Agent joint written instructions to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect release to the required timing of Claim Notices) that remain unresolved at the time of Company the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based Amount then on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain deposit in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to (the provisions of Article VI. After the "Escrow Expiration Termination Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller").

Escrow. At the Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to BOKF shall deposit the Purchaser and principal amount of $1,000,000 into the Seller (the “Escrow Agreement”)Representation Escrow, pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datewhich, a number of shares equal to five percent (5%) of each of the shares of together with (i) Purchaser Common Stockall interest earned thereon, but reduced by (ii) Series A Preferred Stock, and any Representation Allowed Escrow Claim (iiias hereafter defined) Series B Preferred Stock is referred to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve herein as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Representation Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofFunds". (b) The Representation Escrow Property Funds shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made invested in accordance with Article VI hereof (including with respect to the required timing a certificate of Claim Notices) that remain unresolved deposit at the time Bank maturing one year from date, at the rate and on the terms and conditions generally offered by Bank for certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at Bank at the Escrow Expiration Date rates and on terms and conditions generally offered by the Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will either be waived by Bank or borne by BOKF. (“Pending Claims”c) The representations, warranties, covenants and agreements of CNBT contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, arising from any breach by CNBT of any such representations, warranties, covenants, and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to CNBT on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspayments, if any, and not subject to resolved but unpaid claims be made in favor respect of an Indemnified Party, any Losses shall be transferred by made solely from the Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to the Seller. Promptly after holders of the final resolution CNBT Common as of all Pending Claims and payment of all indemnification obligations in connection therewiththe Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, 2002, the Escrow Agent shall transfer (i) on or before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim"), and the Escrow Agent shall distribute any remaining Escrow Property remaining Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (f) The rights of the holders of the CNBT Common in the Representation Escrow Account and the Representation Escrow Funds shall not be assignable or transferable except by operation of law or by intestacy and will not be evidenced by any certificate or other interest. (g) The persons who are members of the Board of Directors of CNBT immediately prior to the SellerClosing shall collectively serve as agents, acting by majority vote in the same manner as a board of directors acting under the TCBA, for the holders of the CNBT Common as of the Effective Time and shall have full authority to act for and on behalf thereof in the administration of the provisions of this Section (the "Agents"). The actions of the Agents shall be deemed actions taken by them as members of the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to the Representation Escrow.

Escrow. (a) At Unvested Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesUnvested Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Unvested Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. (a) At Employee hereby authorizes and directs the secretary of the Company, or prior such other person designated by the Company from time to time, to transfer any Unreleased Shares which are forfeited pursuant to Section 2 above from Employee to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of Employee’s Unreleased Shares upon forfeiture under Section 2, Employee 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 Employee pursuant to Section 2 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 A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and Employee attached as Exhibit B hereto, until the Shares are forfeited as provided in Section 2, 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 not promptly deliver to Employee the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Employee, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Shares in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or prior to Any share certificates issued upon the Closing, exercise of Option Shares shall be deposited with an escrow holder designated by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Corporation (the “Escrow AgentHolder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, said shares shall enter into an Escrow Agreementnot be sold, effective pledged, or otherwise transferred so long as they remain subject to either or both of the Effective TimeRight of First Refusal and the Repurchase Option except as provided in Section 10 and Section 11, respectively, and any transfer or purported transfer in form violation thereof shall be null and substance reasonably void, except that Optionee may transfer the Option Shares to a Permitted Transferee, provided the Permitted Transferees agrees in writing to be bound by the Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Corporation, by written resolution adopted by its board of directors, may terminate the escrow and direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, as appropriate, provided, however, that the Escrow Holder shall not be required to deliver such certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow shall nevertheless remain subject to the Purchaser Repurchase Option, the Right of First Refusal, the Market Stand Off, and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each all other restrictions against transfer of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred Option Shares as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow this Agreement. The Escrow Property Holder may resign at any time, provided that (i) its duties are undertaken by a successor escrow holder, or (ii) the certificate(s) representing the Option Shares are deposited with any court of competent jurisdiction. Any bank doing business in California is deemed to be such a suitable successor, in which case there shall serve be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to its assuming the sole source duties of payment escrow holder and the original escrow holder is authorized to execute as agent for each party an escrow agreement or instructions containing such additional terms. The Escrow Holder shall in no event be liable for damages to any party resulting from the obligations exercise of its duties hereunder, or for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Seller pursuant Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as escrow holder hereunder except to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions the extent that a court of competent jurisdiction has made a final determination that they arose from the gross negligence or willful misconduct of the Escrow Account Holder. Optionee and/or Permitted Transferees shall have full voting rights and shall be treated by the Parties as an adjustment entitled to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provideddividends, howeverif any, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerescrowed shares.

Escrow. (aBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) At or prior to hereof, at the Closing, Buyer will keep and retain the Purchaser Representative, Escrow Shares without any act of the Seller. The Escrow Shares shall be available to compensate the Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Shares shall be the sole source of indemnification from the Seller Representative and pursuant to this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a third-party escrow agent mutually acceptable claim for indemnification, each Escrow Share shall be deemed to have a value equal to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as average closing price per share of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent Buyer Common Stock on the Closing Date, a number Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of payment for such indemnification claim. Notwithstanding the foregoing, collectivelyany claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Escrow AmountAuthorization Claim”) shall be satisfied, at the option of the Buyer (together with any equity securities paid as dividends in its sole discretion) in either cash or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with in an amount up to the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the “amount in cash of the value of those Escrow Property”)Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, in a segregated escrow account (to the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and extent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Agreement. The Escrow Property shall serve as the sole source Shares before requiring satisfaction of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellercash.

Escrow. (a) At or prior to The Restricted Stockholder hereby authorizes and directs the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Company, to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of transfer the shares of (i) Purchaser Common StockRestricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, (ii) Series A Preferred Stockas applicable, and (iii) Series B Preferred Stock to be transferred as part in the event of the Merger Consideration (all repurchase of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares by the Company or into which the Employer pursuant to Section 2.1 or forfeiture of such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofSection 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement 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 certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall not have been removed. As a further condition to the Company’s and the Employer’s obligations under this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon the lapse of the Restrictions on the Restricted Stock, the escrow agent shall promptly deliver to the Restricted Stockholder the certificate or certificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Restricted Stock in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreementescrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on the Closing Date, a number of shares of the Purchaser Common Stock (with each share valued at the Redemption Price) equal to five three percent (53%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.I.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (a) At or prior hereinafter referred to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as out of the Effective TimeClosing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser total sum shall issue be disbursed to the Escrow Agent on from the Closing DateProceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, a number of shares equal to five percent (5%) of each of indemnify and hold harmless Buyer under the shares of (i) Purchaser Common StockAcquisition Agreements and its managers, (ii) Series A Preferred Stockmembers, employees, agents, and representatives (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountAsset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (together including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any equity securities paid one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as dividends defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or distributions diligently defend such claim at their sole cost and expense with respect legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such shares or into which such shares are exchanged or convertedwritten notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the “Escrow Securities”Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be heldimmediately resolved is detrimental to the Buyer’s ongoing Businesses then, along with any other dividendsin that event, distributions Buyer may, bond, settle or other income on compromise the claim out of the Escrow Shares (together with Fund subject to a final determination by the Escrow Shares, the “Escrow Property”), in arbitrator. Notwithstanding a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by possible dispute between the Parties as an adjustment aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the Merger Consideration received by detriment of the Seller pursuant Buyer, the Buyer and its counsel shall have the right to Article I hereof. (b) The Escrow Property participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time paid out of the Escrow Expiration Date Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “Pending Claims”)promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, all the claim may be defended, comprised or a portion settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Property reasonably necessary Fund up to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Escrow Fund then in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as possession of the Escrow Expiration Date) shall remain in Agent. It is understood and agreed that the Seller’s obligations under the Escrow Account until such time Agreement as such Pending Claim to any expenses, costs or otherwise and in connection with any indemnification claim shall have been finally resolved and paid pursuant be limited to the provisions amount of Article VI. After the Escrow Expiration Date, Fund. Notwithstanding any Escrow Property remaining in provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the expense of such defense being paid out of the Escrow Account that is Fund. Seller cannot subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor settle a matter other than for dollar damages without the consent of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerBuyer.

Escrow. (a) At Purchaser hereby authorizes and directs the Secretary of the Company, or prior such other person designated by the Company, to transfer the Shares as to which a Repurchase Option has been exercised from Purchaser to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted Stock, if any, repurchased by the Company pursuant to the Repurchase Option 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 certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property shall not be subject Instructions of the Company and Purchaser attached as Exhibit A hereto, until the first to any indemnification claim with respect occur of (i) the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, Company’s exercise of its Repurchase Option with respect to any indemnification claims made such Shares, (ii) the date on which such Shares cease to be Unvested Shares, or (iii) this Agreement ceasing to be in accordance with Article VI hereof effect. Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall deliver to Purchaser the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (including c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Shares in escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or prior to Holder hereby authorizes and directs the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Company, to transfer the Purchaser and the Seller (the “Escrow Agreement”), pursuant Unreleased Shares as to which the Purchaser shall issue Forfeiture Option is effective from Holder to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option 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 certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to this Agreement in the form attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and Holder attached as Exhibit C hereto, until the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unreleased Shares, the escrow agent shall not deliver to the Holder, upon request, the certificate or certificates representing such Shares in the escrow agent’s possession belonging to the Holder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Shares in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. (a) At or prior The number of shares of theglobe Common Stock delivered to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of Sellers at or following the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), Time pursuant to which the Purchaser Section 2.5(c) or Section 5.19 shall issue to the Escrow Agent be reduced on the Closing Date, a pro rata basis by an aggregate number of shares equal to five ten percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Issuable Shares (together the "Escrowed Shares"). The Escrowed Shares shall be held in escrow pursuant to an Escrow Agreement in the form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares with the Escrow Shares, the “Escrow Property”), in a segregated escrow account agent (the “"Escrow Account”Agent") and disbursed therefrom in accordance with Article VI hereof and pursuant to the terms of the Escrow Agreement. The Escrow Property For such period of time that the Escrowed Shares are held in Escrow, the Seller shall serve as have all rights with respect to the sole source voting of payment for the obligations such shares in connection with all matters coming before a vote of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofholders of shares of theglobe Common Stock. (b) The Escrow Property Notwithstanding anything in this Article VIII to the contrary, any claim by a member of theglobe Indemnified Group for indemnification against any Seller shall not first be subject satisfied by recourse to any the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification claim with respect the extent shall be made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made by giving written notice in accordance with Article VI hereof (including the terms of Section 8.5. In accordance with respect to the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithAgreement, the Escrow Agent shall transfer any remaining Escrow Property remaining release to the member of theglobe Indemnified Group Escrowed Shares, as applicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and hold in treasury) or cancel such released shares and, if the member of theglobe Indemnified Group with respect to such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and the Escrow Account Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the SellerSellers, David Rae shall act as the representative and attorney-in-fact (▇▇▇ "▇▇▇resentative") on behalf of himself and all of the other Sellers, subject to the provisions of Section 8.4(d). The Representative shall keep the Sellers reasonably informed of his decisions of a material nature. The Representative is authorized to take any action deemed by him appropriate or reasonably necessary to carry out the provisions of, and is authorized to act on behalf of, the Sellers for all purposes related to this Article VIII, including the acceptance of service of process upon the Sellers and the acceptance or compromise of claims for indemnification, and all decisions and actions of the Representative shall be binding and conclusive upon the Sellers and may be relied upon by theglobe Indemnified Parties and the Escrow Agent as the decision and action of all of the Sellers. (d) The Representative shall not be liable to any of the Sellers for any error of judgment, act done or omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any Person acting or purporting to act on behalf of any party to this Agreement or the Escrow Agreement.

Escrow. (a) At or prior to Not later than the Closing, the Purchaser RepresentativeClosing Date, the Seller Representative and a third-party shall establish an account (the "Escrow Account") with an independent financial institution willing to serve as escrow agent mutually (the "Escrow Agent"). Save with respect to any claims pursuant to Section 4.1, such account shall serve as Purchaser's sole recourse following the Closing Date with respect to all claims under or relating to this Agreement or the transactions contemplated hereby. At the Closing Date, Purchaser shall deliver the Escrow Amount in cash to the Escrow Agent for deposit into the Escrow Account. The terms of the Escrow Account shall be governed by an Escrow Agreement in the form of Annex 7.1 with such amendments as may be reasonably acceptable to the Purchaser and the Seller, and such other amendments as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, shall require and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received reasonably agreed by the Seller pursuant to Article I hereofand Purchaser (the "Escrow Agreement"). (b) The Escrow Property From and after the Closing Date, the Purchaser shall not be subject entitled to pursue or seek any recoveries relating to the transaction or in respect of claims pursuant to this Agreement (save with respect to any indemnification claim claims pursuant to Section 4.1) from any source other than the Escrow Account and under no circumstances shall Purchaser pursue or seek any recoveries, individually or in the aggregate, in excess of the Escrow Amount or following the 90th calendar day following the Closing Date; and, save with respect to any claims pursuant to Section 4.1, the extent made after Purchaser hereby expressly and irrevocably waives any right to do so; provided, for the date avoidance of doubt, any claims pursuant to Section 4.1 shall first be paid from the Escrow Account. The Purchaser and the Seller each hereby agree that, upon a determination by the Expert that the Purchaser is entitled to a payment of funds which are to be paid out of the Escrow Amount, the Escrow Agent shall release such amount to the Purchaser in the manner contemplated in the Escrow Agreement within two (2) years after Business Days following such determination. For the Closing Date (avoidance of doubt, following the “release of any amounts owed to Purchaser from the Escrow Expiration Date”); providedAccount, however, with respect Purchaser shall have no rights to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property funds remaining in the Escrow Account that is not subject thereafter or with respect to Pending Claims, if any, and not subject any Claims giving rise to resolved but unpaid claims in favor the release of an Indemnified Party, shall be transferred by funds to the Purchaser from the Escrow Agent Account. The Purchaser acknowledges that Seller plans to liquidate, dissolve and distribute all assets (including the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithPurchase Price) promptly upon Closing and, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account absence of any claims pursuant to Section 4.1, agrees to take no action that would impair, impede or delay the Sellerforegoing.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the 2.3.1 Purchaser and Seller agree that $400,000 allocated among this and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as two LLC Purchase Agreements of the Effective TimeCash Consideration shall, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), deposited in a segregated an interest-bearing escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by LawHuntington National Bank, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date a national banking corporation (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending ClaimsAgent”), all pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or a portion breach of warranty by Seller made to the Purchaser in Article III hereof, Purchaser becomes liable for and pays any monetary damages, awards, or settlements of claims, then the Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Property reasonably necessary Account, to satisfy such Pending Claims (as determined based on the Purchaser, the amount of any such damages, awards, or settlements (“Escrow Payment”). On the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as first day of the tenth month following the Closing Date, the Escrow Expiration Date) Agent shall remain pay to the Seller the amount then on deposit in the Escrow Account until such time as such Pending Claim Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have been finally resolved and paid given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to the provisions of Article VIparagraph 2.2.2. After the hereof (“Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not Notice”) subject to Pending ClaimsSeller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is made by Purchaser, if any, such sums paid shall qualify as an Escrow Payment and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred paid by the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. Promptly The Purchaser shall have the right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the final resolution date of all Pending Claims the applicable Escrow Notice of the Seller’s decision to either pay such claim or demand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, and payment of all indemnification obligations in connection therewiththe Purchaser is not jeopardized by such defense, the Escrow Agent Purchaser shall transfer any remaining Escrow Property remaining not settle or compromise such claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the Escrow Account Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of the Purchaser, settle or compromise any claim or consent to the Sellerentry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and all liability arising out of such claim.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party an escrow agent mutually acceptable to the Purchaser Company and the SellerPurchaser, as escrow agent acting reasonably (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five four percent (54%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of Merger Consideration Shares received by the Seller Company Shareholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date (including those at are revised or adjusted in accordance with respect to Article VI after the required timing of Claim NoticesExpiration Date) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rate Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Property.

Escrow. (ai) At or prior to You hereby authorize and direct the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Board from time to time, to transfer the Purchaser and the Seller (the “Escrow Agreement”), pursuant Restricted Shares as to which the Purchaser shall issue Company Repurchase Right has been exercised from your transferee or legal representative, as the case may be) to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Company. (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part To insure the availability for delivery of the Merger Consideration (all Restricted Shares upon repurchase by the Company pursuant to the Company Repurchase Right, Optionee appoints the Secretary of the foregoingCompany, collectivelyor such other person designated by the Board from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the “Escrow Amount”Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Company Repurchase Right and shall, upon execution of the applicable Notice of Exercise, deliver and deposit with the Secretary of the Company, or such other person designated by the Board from time to time, any share certificate(s) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedrepresenting the Restricted Shares, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated Stock Assignment provided by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved Company at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided exercise. The Restricted Shares and Stock Assignment shall be held by the Purchaser Representative under Article VI and Secretary, or such other person designated by the Purchaser Share Price as of Board from time to time, in escrow, pursuant to the Joint Escrow Expiration Date) shall remain in Instructions, until the Escrow Account Company exercises the Company Repurchase Right, until such Restricted Shares are released from the Company Repurchase Right or until such time as this Agreement no longer is in effect. Upon release of the Restricted Shares from the Company’s Repurchase Right, the escrow agent shall as soon as reasonably practicable deliver to you any certificate or certificates representing such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining Shares in the Escrow Account that is not subject escrow agent’s possession belonging to Pending Claims, if anyyou, and not subject to resolved but unpaid claims in favor the escrow agent shall be discharged of an Indemnified Partyall further obligations hereunder. (iii) The Company, or its designee, shall not be transferred by liable for any act it may do or omit to do with respect to holding the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims Restricted Shares in escrow and payment of all indemnification obligations while acting in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining good faith and in the Escrow Account to the Sellerexercise of its judgment.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 10% of the Merger Shares, excluding the Escrowed EBITDA Shares, issuable in the Merger (a) At or the “Escrow Shares”), shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Recipients in the same proportion as their proportionate share of the total Company Common Stock and Company Preferred Stock immediately prior to the ClosingEffective Time (on a converted-to-Company Common Stock basis and ignoring for such purpose any participating preference payable in respect of any Preferred Stock), all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Parent, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Continental (or such other Person as may be agreed by Parent and the SellerRepresentative), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A hereto (the “Escrow Agreement”), pursuant to which the Purchaser . The Escrow Agreement shall issue to the Escrow Agent provide that on the Closing Date, a number of shares equal to five percent (5%) of each of 30th day after the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together date Parent has filed with the Escrow SharesSEC its Annual Report for the year ending December 31, 2009 on Form 10-K, but in no event later than twelve months after the “Escrow Property”), in a segregated escrow account Closing (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer release the Escrow Shares, less that portion thereof applied in satisfaction of or reserved with respect to indemnification claims in connection with claims made pursuant to Section 7.1(a) of this Agreement (“Escrow Claims”). Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any remaining unresolved Escrow Property remaining Claim shall be delivered to the Recipients in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Account to the SellerClaim.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Primary Sellers, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser, the Purchaser Sellers and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue and deliver to the Escrow Agent on the Closing Date, a number of shares Exchange Shares (with each share valued at the Per Share Price) equal in value to five fifteen percent (515%) of each of the shares of Exchange Consideration issuable to the Sellers at the Closing based on the Estimated Closing Statement (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Sellers pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Sellers under Section 2.5 and the obligations of the Sellers pursuant to Article VI IX (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger number of shares of Exchange Consideration received by the Seller Sellers pursuant to Article I II hereof. Each Seller shall be deemed to be the owner of its Pro Rata Share of the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Seller shall have the right to instruct the Escrow Agent how to vote its Pro Rata Share of such Escrow Shares during the time held in the Escrow Account as Escrow Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI IX hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI IX and the Purchaser Pubco Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIIX. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerSellers, with each such Seller receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSellers, with each such Seller receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to On the ClosingClosing Date, Purchaser, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Company and the SellerSellers’ Representatives, on behalf of and as escrow agent (the “Escrow Agent”)representatives of Main Sellers, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together Agreement with the Escrow SharesAgent, and Purchaser, on behalf of Main Sellers, shall deposit the “Escrow Property”), in a segregated escrow account (Amount into the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Account shall serve as the sole source of payment be available for the obligations payment of claims by the Seller Purchaser Indemnified Person for indemnification as set forth in ARTICLE IX. The Escrow Account shall also be available to Purchaser (at its sole option) for any amounts owed to it pursuant to Article VI (other than for Fraud Claims)Sections 1.3, 1.4, 1.5 or 11. 1. Unless otherwise required by Law, all distributions made from Each Main Seller’s respective interest in the Escrow Account shall be treated equal the amount of the Escrow Account, plus any interest that accrues in respect of the Escrow Amount due to such Main Seller, multiplied by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofhis, her of its Pro Rata Percentage. (b) The Escrow Property Agreement shall not be subject to any indemnification claim with respect provide for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing release of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary Amount to satisfy such Pending Claims Main Sellers, in accordance with their Pro Rata Percentages, as follows: (as determined based on i) On March 31, 2016, an amount equal to 24.5% of the Enterprise Value, less the aggregate amount of the claims for indemnification claim included in the Claim Notice provided which have been paid or have been asserted by the Purchaser Representative under Article VI and Indemnified Parties through such date, if any; (ii) On March 31, 2017, an amount equal to an amount equal to 17.5% of the Enterprise Value, less (i) the aggregate amount of claims for indemnification which have been asserted by the Purchaser Share Price as of the Escrow Expiration DateIndemnified Parties through such date, if any, and (ii) shall US$500,000 to remain in the Escrow Account until such time as such Pending Claim solely to cover claims relating to breach of Tax Representations (it being specified that this US$500,000 amount shall have been finally resolved and paid pursuant to only be taken out from the provisions Company Managers’ portion of Article VI. After the Escrow Expiration DateAccount); and (iii) On January 1, any Escrow Property remaining 2019, all amounts left in the Escrow Account that is not subject to Pending ClaimsAccount, less the aggregate amount of claims for indemnification which have been asserted by the Purchaser Indemnified Parties through such date, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, . (c) Any unreleased amounts shall be transferred retained by the Escrow Agent. The amounts in the Escrow Amount so retained shall be released by the Escrow Agent upon the resolution of such claims, to the Seller. Promptly after extent not utilized to pay the final Purchaser Indemnified Parties for any such claims resolved in favor of a Purchaser Indemnified Party, in accordance with the resolution of all Pending Claims and payment of all indemnification obligations in connection therewithsuch claims. (d) Notwithstanding anything contained herein to the contrary, the Parties acknowledge the ability (subject to the agreement of the Escrow Agent shall transfer any remaining Agent) of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to withdraw a portion of his Pro Rata Percentage of the Escrow Property remaining in Account solely to purchase ADSs of Cheetah Mobile Inc.; provided, that, such ADSs are placed into a share escrow account and that appropriate documentation is entered into that will provide for liquidation of such ADSs and the deposit of the cash proceeds thereof into the Escrow Account to the Sellersatisfy claims to which ▇▇. ▇▇▇▇▇▇▇▇▇ Alabert’s Pro Rata Percentage is not sufficient.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativeCompany shall cause to be deposited, cash and shares of BE Stock valued at the Seller Representative BE Closing Price in an aggregate amount equal to One Hundred and a third-party Twenty (120%) percent multiplied by the Reference Price, less Fourteen Million Six Hundred Thousand Dollars ($14,600,000) ("the Escrowed Shares"), into an escrow agent mutually acceptable account ("Escrow") to the Purchaser and the Seller, as be established with an escrow agent (the “"Escrow Agent”)") selected by the Company, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory acceptable to the Purchaser and the Seller (the “Escrow Agreement”)Shareholders, pursuant to which an escrow agreement, dated the Purchaser shall issue to the Escrow Agent on the Closing Effective Date, a number substantially in the form of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account Exhibit C-1 (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the "Escrow Agreement"). The Escrow Property shall serve Agent will hold the cash and Escrowed Shares as provided by the sole source of payment Escrow Agreement as security for the obligations of the Seller pursuant to Article VI Shareholders under Sections 2.2 and 11.2 hereof. The Escrow Agreement shall provide for the distribution of the cash and Escrowed Shares (other than for Fraud Claims). Unless otherwise required by Law, all distributions made or proceeds from the sale thereof) from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. Sections 2.2(a), (b), (c) The Escrow Property shall not be and (d), subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Company under Section 11.2. Following the initial distribution from Escrow Expiration Date (“Pending Claims”)of cash and Escrowed Shares, all or a portion of proceeds from the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid sale thereof, pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithSection 2.2(a), the Escrow Agent shall transfer any hold the remaining Escrowed Shares, or proceeds therefrom, equal to ten (10%) of the Net Consideration, subject to further distribution in accordance with Sections 2.2(b), (c) and (d). All interest, dividends or other amounts earned with respect to the proceeds from the Escrowed Shares (excluding the Escrowed Shares that are to be distributed to the Company under Section 2.2(a)(ii)) shall accrue to the benefit of the Shareholders. The Shareholder Representative shall have the right to direct the Escrow Property remaining Agent with respect to the investment of all cash proceeds in the Escrow Account as and to the Sellerextent permitted in the Escrow Agreement. Any fees from and after the Effective Date for maintaining the Escrow shall be paid from earnings on all amounts in the Escrow, and if either is not practical or if necessary, paid directly by the Shareholders. After payment or provision for all Escrow expenses, the investment earnings may be, from time to time, withdrawn from the Escrow by the Shareholder's Representative for the benefit of the Shareholders. The Shareholder's Representative shall give prompt notice to the Company of its intent to make any withdrawal from the Escrow Account and the Company agrees that it shall issue any joint instruction that may be necessary to authorize the Escrow Agent to release such amounts to the Shareholders. No Escrowed Shares, or proceeds from the sale thereof, shall be distributed to Shareholders' Representative or any Shareholder except pursuant to the Escrow Agreement in compliance with the terms and conditions of this Agreement. With respect to any Escrowed Shares released from the Escrow to either the Shareholders, Shareholders' Representative or the Company, such shares shall be valued at the BE Closing Price without reference to the stock's then actual market price. The Shareholders shall be responsible for, and without using any assets in the Escrow (other than interest, dividends and other earnings) shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares. The Shareholders and Company agree that all Escrowed Shares shall be sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall be substituted in place of the Escrowed Shares. Accordingly, the Shareholders hereby irrevocably authorize and direct the Escrow Agent and any agents or representatives of the Company to take any and all actions necessary or appropriate, in such Person's sole and absolute discretion, to effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Company in a written notice (a "Sale Notice") to be delivered to the Escrow Agent.

Escrow. (a) At If the Escrow Agent receives joint written instructions at any time after October 31, 2008 (the “Release Date”) signed by Mascoma and the Celsys Stockholders Representative directing the disposition of all or any portion of the Escrow Account, the Escrow Agent shall release from the Escrow Account the number of shares of Escrow Shares set forth in such instructions as soon as practicable to the appropriate party identified in such instructions, as promptly as practicable after the date of the Escrow Agent’s receipt of such instructions. (b) If at any time prior to the ClosingRelease Date, Mascoma seeks the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as release of all or any portion of the Effective TimeEscrow Shares, it shall provide written notice substantially in the form and substance reasonably satisfactory to the Purchaser and the Seller of Exhibit B hereto (the a “Escrow AgreementClaim Notice”), pursuant to which the Purchaser shall issue ) to the Escrow Agent on and the Closing Date, a number of shares equal to five percent (5%) of each of the shares of Celsys Stockholders Representative (i) Purchaser Common Stock, stating the claimed Indemnifiable Amounts in accordance with the provisions of Article VIII of the Merger Agreement (the “Claimed Amount”) (ii) setting forth the Series A B I Preferred StockStock Value, the Offering Price (as defined in the Restated Charter) or the Common Stock 409A Value, as the case may be, and (iii) Series B Preferred Stock to be transferred as part setting forth the number of Escrow Shares representing the value of the Merger Consideration Claimed Amount (the “Claimed Escrow Shares”). (c) By no later than 5:00 PM EST on the tenth (10th) business day after receipt of a Claim Notice, the Celsys Stockholders Representative may deliver to Mascoma and the Escrow Agent a written response (the “Response”) in which the Celsys Stockholders Representative will either: (i) agree that Mascoma is entitled to receive all of the foregoing, collectively, Claimed Escrow Shares set forth in the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Claim Notice and direct the Escrow Agent to deliver to Mascoma the Claimed Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account as promptly as practicable; or (ii) dispute that Mascoma is entitled to receive all or any portion of the Claimed Escrow Shares, in substantially the form of Exhibit C hereto (in such an event, the Response will be referred to as an “Objection Notice”) which Objection Notice shall be treated set forth the number of shares of Escrow Shares representing the portion of the Claimed Escrow Shares disputed by the Parties as an adjustment to Celsys Stockholders Representative (the Merger Consideration received by the Seller pursuant to Article I hereof“Disputed Escrow Shares”). (bd) The In the event that the Escrow Property shall not be subject Agent receives an Objection Notice from the Celsys Stockholders Representative within such ten (10) business day period disputing Mascoma’s right to all or any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time portion of the Claimed Escrow Expiration Date Shares sought in the Claim Notice, then the Escrow Agent shall (“Pending Claims”)i) continue to hold the Disputed Escrow Shares, all or a together with any portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is Shares not subject to Pending Claimssuch Claim Notice and (ii) deliver to Mascoma the Claimed Escrow Shares, if anyless the Disputed Escrow Shares. In the event the Celsys Stockholders Representative fails to respond in the ten (10) business day period, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, then the Escrow Agent shall transfer any remaining deliver the Claimed Escrow Property remaining in Shares to Mascoma as promptly as practicable days following the end of such ten (10) business day period. (e) On the Release Date, the Celsys Stockholders Representative shall deliver written notice to the Escrow Agent and Mascoma (a “Release Notice”) of the termination of the Escrow Account and setting forth therein the Celsys Stockholders Representative’s calculation of the number of shares of Mascoma Series B1 Preferred Stock representing the value of the Escrow Shares that are not subject to then pending Claim Notices (the “Release Escrow Shares”). Mascoma shall deliver a written response to the SellerCelsys Stockholders Representative and the Escrow Agent by no later than 5:00 PM EST on the tenth (10th) business day after receipt of the Celsys Stockholders Representative’s Release Notice of (i) Mascoma’s agreement with the Celsys Stockholders Representative’s calculation of the Release Escrow Shares or (ii) Mascoma’s objection to the Celsys Stockholders Representative’s calculation of the Release Escrow Shares. If Mascoma objects to the release of any Release Escrow Shares, then the Escrow Agent shall deliver to the Celsys Stockholders Representative the Release Escrow Shares, less the number of shares set forth in Mascoma’s written objection to the Release Notice. In the event Mascoma fails to respond in the ten (10) business day period, then the Escrow Agent shall deliver the Release Escrow Shares to the Celsys Stockholders Representative as promptly as practicable following the end of such ten (10) business day period. Any Escrow Shares not released due to any then pending Claim Notices and/or due to any then pending Objection Notices and/or due to Mascoma’s objection pursuant to this Section 3(e) shall be released as promptly as practicable upon the resolution thereof. Mascoma and the Celsys Stockholders Representative shall engage in good faith efforts to resolve, in a timely manner, any disputes which may arise between them under this Agreement by any means which they mutually deem appropriate, including conciliation, seeking assistance of experts, or otherwise. Any dispute, which Mascoma and the Celsys Stockholders Representative are unable to resolve after such efforts, shall be resolved by arbitration conducted in accordance with the dispute resolution provisions of the Merger Agreement, which may be initiated at the election of either Mascoma or the Celsys Stockholders Representative by notice given to the other party.

Escrow. (a) At or prior Notwithstanding anything to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow contrary in this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal Buyer shall deliver to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow SharesAgent, the “Escrow Property”), for deposit in a segregated escrow separate account (the “Escrow Account”) an amount equal to $7,000,000 (the “Escrow Amount”) for the purpose of securing Buyer’s indemnification rights pursuant to Article 10 of this Agreement, which shall be held and invested by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The adoption of this Agreement and the approval of the Merger by the Stockholders of the Company shall constitute approval of the Escrow Property Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow and the appointment of the Stockholders’ Representative. (c) Prior to any distribution of any amount from the Escrow Account (other than to Buyer), the Stockholders’ Representative shall be entitled to: (i) receive from the Escrow Account in reimbursement of its costs and expenses that amount of cash equal to the Stockholders’ Representative’s costs and expenses in connection with this Agreement and the Escrow Agreement, and (ii) direct the Escrow Agent to hold back from such distribution and retain in the Escrow Account an amount equal to the costs and expenses that the Stockholders’ Representative reasonably determines may be incurred in connection with any Disputes, which costs and expenses shall be paid to the Stockholders’ Representative at any time upon request of the Stockholders’ Representative. For the avoidance of doubt, (i) any distribution to the Stockholders’ Representative pursuant to this Section 2.12(c) shall not be subject deemed a distribution to any indemnification claim Stockholders but a reimbursement for actual expenses incurred by the Stockholders’ Representative in performing its services in connection with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of this Agreement and the Escrow Expiration Date Agreement, (“Pending Claims”), all or a ii) this subsection (c) shall only apply to that portion of the Escrow Property reasonably necessary Account that would have been distributed to satisfy such Pending Claims Holders of Preferred Shares, Holders of Common Shares and/or holders of In-the-Money Options (as determined based on and not Buyer) but for the amount provisions of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Datethis subsection (c). (d) shall remain in Any distribution from the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to (i) for the provisions benefit of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor Holders of an Indemnified Party, Preferred Shares and/or Holders of Non-Electing Common Shares shall be transferred paid by the Escrow Agent to the Seller. Promptly after Exchange Agent for further distribution by the final resolution Exchange Agent to such Holders in accordance with the terms of all Pending Claims this Agreement, and payment (ii) for the benefit of all indemnification obligations in connection therewith, Participants and/or holder of In-the-Money Options shall be paid by the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSurviving Corporation for further distribution by the Surviving Corporation to such Persons in accordance with the terms of this Agreement.

Escrow. Unless Purchaser is a Section 2.1(c)(iii) Purchaser, concurrent with the signing hereof, (ai) At or prior to each Purchaser has (A) deposited the ClosingSubscription Amount with American Stock Transfer & Trust Company, LLC, as Escrow Agent (“AST” and, collectively with any Custodians, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “"Escrow Agent”), shall enter into pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit I) between the Company and AST (as it may be amended or otherwise modified from time to time, the “AST Escrow Agreement”, and collectively with any Custodian Agreements, the "Escrow Agreement”) or (B) segregated cash equal to the Subscription Amount in an account with a custodian (a “Custodian”) of funds held on behalf of an “investment company” under the Investment Company Act of 1940, as amended, pursuant to binding escrow instructions (“Custodian Agreements”) for release of such funds by such Custodian to the Company, at the direction of the Company, upon the satisfaction of conditions set forth in the AST Escrow Agreement, effective as and (ii) the Company has issued instructions to the Transfer Agent authorizing the issuance, in book-entry form, of the Effective Timenumber of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature page hereto, that such Purchaser will receive Preferred Shares in certificated form, then the Company shall instead instruct the Transfer Agent to issue such specified Preferred Shares in certificated form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement"Stock Certificates”), or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto) concurrent with the Escrow Agent’s release of the Subscription Amount to the Company pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. If the Purchaser has provided a Note for exercise of the Shares, as security for Purchaser's faithful performance of this Exercise Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (a) At or prior with the date and number of Shares left blank), to the ClosingSecretary of the Company or other designee of the Company (the "ESCROW HOLDER"), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the terms of this Exercise Agreement. Purchaser and the SellerCompany agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form notice or other document executed with any signature purported to be genuine and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent may rely on the Closing Date, a number advice of shares equal to five percent (5%) counsel and obey any order of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including court with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided transactions contemplated by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall this Exercise Agreement. The Shares will remain in the Escrow Account until such time escrow so long as such Pending Claim shall have been finally resolved and paid pursuant they are subject to the provisions of Article VIPledge Agreement. After the Escrow Expiration Date7. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISOR THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. IN ADDITION TO THE FOREGOING, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerTHE COMPANY SHALL HAVE NO LIABILITY TO ANY PARTICIPANT OR ANY OTHER PERSON IF AN OPTION DESIGNATED AS AN INCENTIVE STOCK OPTION FAILS TO QUALIFY AS SUCH AT ANY TIME OR IF AN OPTION IS DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A OF THE CODE AND THE TERMS OF SUCH OPTION DO NOT SATISFY THE ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE AND SECTION 7 OF THE PLAN.

Escrow. (ai) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Buyer will (the “Escrow Agent”in accordance with Section 2.1(c)(ii)(A), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue ) deliver to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, Cash Escrow Amount and (iii) Series B Preferred Buyer Stock Escrow Amount to be transferred as part of held in escrow pursuant to the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) Agreement and to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property Amount, together with any interest and earnings thereon, shall serve be held by the Escrow Agent and released by the Escrow Agent to the Surviving Corporation, the Exchange Agent or the Buyer, as applicable, in accordance with the sole source of payment for the obligations terms of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAgreement. (bii) The Any portion of the Escrow Property Fund disbursed pursuant to the Escrow Agreement for the benefit of the Company Equityholders shall not be disbursed in accordance with this Section 2.1(d)(ii) and the Allocation Schedule. A portion of such disbursed amount equal to the applicable Per Share Escrow Distribution that is payable in respect of each share of Company Stock converted pursuant to Section 2.1(b) shall be paid by the Escrow Agent to the Exchange Agent pursuant to the terms of the Escrow Agreement for payment to the holder thereof; provided, that any Per Share Escrow Distribution to a Company Stockholder in respect of Company Stock by the Escrow Agent shall be comprised of one-half cash and one-half Buyer Common Stock. A portion of such disbursed amount equal to the applicable Per Share Escrow Distribution that is payable in respect of each Company Option shall be paid in cash by the Escrow Agent to the Buyer or the Surviving Corporation pursuant to the terms of the Escrow Agreement for payment to the holder thereof through the Buyer’s or the Surviving Corporation’s payroll (which amount shall be paid by the Buyer or the Surviving Corporation to such holder on the first payroll payment date that is at least five (5) Business Days after the Buyer’s or the Surviving Corporation’s receipt of such amount and shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”applicable withholding as provided in Section 2.12); provided, however, that any Per Share Escrow Distribution that is payable in respect of Company Options held by an “accredited investor” for purposes of Regulation D under the Securities Act (as determined by Buyer in its reasonable discretion after consultation with respect to any indemnification claims made the Equityholder Representative) shall be comprised of one-half cash and one-half Buyer Common Stock. The Buyer shall (in accordance with Article VI hereof the Allocation Schedule) cause (including with respect A) the Surviving Corporation to use any funds distributed to the required timing of Claim NoticesSurviving Corporation pursuant to this Section 2.1(d)(ii) that remain unresolved at to make the time of the Escrow Expiration Date (“Pending Claims”payments provided for in this Section 2.1(d)(ii), all or (B) the Exchange Agent to use any funds distributed to the Exchange Agent pursuant to this Section 2.1(d)(ii) to make the payments provided for in this Section 2.1(d)(ii), and (C) its transfer agent to issue to each Company Equityholder entitled to receive shares of Buyer Common Stock in connection with a disbursement hereunder such Company Equityholder’s allocable share of such Buyer Common Stock (in electronic form as uncertificated securities) in accordance with the Allocation Schedule, and such funds shall not be used for any other purpose except as provided in this Agreement. Notwithstanding anything to the contrary herein, any portion of the Escrow Property reasonably necessary Fund that may become distributable to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Company Equityholders pursuant to this Agreement and the Purchaser Share Price as of the Escrow Expiration Date) Agreement shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not be subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSection 7.9.

Escrow. (a) At or prior to the Closing, the Purchaser, the Purchaser Representative, the Seller, the Seller Representative Parent, and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, in substantially the form and substance reasonably satisfactory to of the Purchaser and the Seller Escrow Agent’s standard form escrow agreement (the “Escrow Agreement”), pursuant to which which: (a) the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the 1,831,683 shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ), to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”); and (b) and an amount not to exceed $18,500,000 (“Escrow Value”) shall be disbursed therefrom in accordance with the terms of this Section, Article VI hereof V hereof, and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller and Seller Parent pursuant to Article VI V (other than for Fraud Claims)) up to, but not to exceed, the Escrow Value. Unless otherwise required by Law, all distributions made from the Escrow Account to a Person other than the Seller or the Seller Parent shall be treated by the Parties as an adjustment to the Merger cash portion of the Purchase Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim or claims made in accordance with respect Article V hereof in excess of the extent made Escrow Value or after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI V hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved and/or unpaid at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount (i) agreed upon for such claim; or (ii) of the indemnification claim included in the Claim Notice provided by to the Purchaser Representative Seller and the Seller Parent under Article VI and the Purchaser Share Price as of the Escrow Expiration DateV) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and and, as applicable, paid pursuant to the provisions of Article VI. V. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be released and transferred by the Escrow Agent to the SellerSeller and the Seller Parent in accordance with the Escrow Agreement. Promptly after the final resolution of all Pending Claims and and, as applicable, payment of all indemnification obligations in connection therewith, the Escrow Agent shall release and transfer any remaining Escrow Property remaining in the Escrow Account to the Seller and Seller’s Parent in accordance with the Escrow Agreement.

Escrow. 4.1 With respect to the Regulatory Confirmations and the Specific Tax Indemnities, the Parties agree as follows: (a) At or that at Closing an amount of EUR 12,000,000 (the Escrow Amount) shall be deposited by the Purchaser (in accordance with clause 6.4(h)), and subsequently be held in, the Escrow Account (provided that in certain circumstances the Escrow Amount may be reduced in accordance with Part A of Schedule 8); (b) the escrow agent (which shall be a reputable internationally-recognised provider of escrow services) which shall administer the Escrow Account shall be appointed by agreement between the Purchaser and the Sellers’ Representative between the date of this Agreement and Closing (the Escrow Agent); (c) the Parties shall cooperate and negotiate in good faith as soon as practicable following the date of this Agreement (and in any event prior to Closing) the Closingterms of and enter into: (i) a side letter agreement setting forth, in all material respects, the Purchaser Representativeprovisions of Schedule 8 and, to the Seller extent applicable, Schedule 7 (Tax Covenant) (the Escrow Side Letter); and (ii) the Escrow Agreement with the Escrow Agent which shall: (A) require the written authority of each of the Sellers’ Representative and a third-party escrow agent mutually the Purchaser to release any amount standing to the credit of the Escrow Account; and (B) be on the Escrow Agent’s standard terms (subject to those terms being reasonably acceptable to the Purchaser and the SellerSellers’ Representative), subject to such variations and AMS6540051 168372-0004 modifications as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form Sellers’ Representative and substance reasonably satisfactory the Purchaser may agree. 4.2 The Parties agree that: (a) with respect to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of Regulatory Confirmations: (i) Purchaser Common Stock, the conduct provisions set out in section 3 of Part A of Schedule 8 shall apply; and (ii) Series the maximum Sellers’ liability provisions set out in section 6 of Part A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Schedule 8 shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof.apply; (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim NoticesSpecific Tax Indemnities: (i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject Schedule 2 (Limitations) and Schedule 7 (Tax Covenant) shall apply so far as stated to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent do so therein (including to the Seller. Promptly after the final resolution of all Pending Claims extent that Schedule 2 (Limitations) and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account Schedule 7 (Tax Covenant) are stated to apply to the SellerTax Covenant and/or Purchaser Claims under the Tax Covenant (except in any provision in which Specific Tax Indemnities are explicitly stated to be excluded from the terms of the Tax Covenant and/or Purchaser Claims under the Tax Covenant)); and (ii) the maximum Sellers’ liability provisions set out in section 4 of Part B of Schedule 8 shall apply; and (c) other than with respect to the Regulatory Confirmations or the Specific Tax Indemnities, nothing in this clause 4 or Schedule 8 shall prejudice, limit or otherwise affect any right (including the right to make any claim) or remedy the Purchaser may have from time to time against the Sellers under this Agreement or any other Transaction Document.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock Buyer shall pay or cause to be transferred as part paid, by wire transfer of the Merger Consideration (all of the foregoing, collectivelyimmediately available funds, the “Indemnification Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect Amount to such shares or into which such shares are exchanged or convertedthe Escrow Agent, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), held in a segregated an escrow account (the “Escrow Account”) by the Escrow Agent and disbursed therefrom used to satisfy, at least in accordance part, (i) any claims by any Buyer Indemnified Persons for satisfaction of any indemnification claim of any Buyer Indemnified Persons pursuant to Article VIII, (ii) any Adjustment Amount payable to Buyer which exceeds the amount in the Working Capital Adjustment Fund, and (iii) any and all other claims made by Buyer or any Buyer Indemnified Person pursuant to this Agreement or in connection with Article VI hereof and the transactions contemplated hereby that are permitted by the terms of this Agreement (i.e., in the case of fraud, willful breach, intentional misrepresentation or active concealment) or become payable pursuant to the terms of this Agreement or the Escrow Agreement. The Escrow Property Agent shall hold and invest the Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement. Any escrow or closing fees of the Escrow Agent shall be paid 50% by Buyer and 50% by the Company. Upon any claim for indemnification under Article VIII or for other claims made by Buyer related hereto (including claims pursuant to Section 2.6), the Representative shall serve as the sole source of payment for the obligations designated representative of the Seller Sellers for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Sellers become obligated (whether through mutual agreement between Buyer and the Representative, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide indemnification or another payment pursuant to Article VI (other than or in accordance with the terms of this Agreement, Buyer and the Representative shall, if necessary for Fraud Claims). Unless otherwise required by Lawrelease of funds from the Escrow Account, all distributions made execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement. Subject to the limitations set forth in this Agreement, nothing in this Section 2.7 shall be treated construed as limiting claims by the Parties as an adjustment a Buyer Indemnified Person for satisfaction of any indemnification or other claims under Article VIII or otherwise, to the Merger Consideration received by the Seller pursuant to Article I hereofamount then held in escrow. (b) The Parties agree for all Tax purposes that: (i) the right of the Sellers to the Indemnification Escrow Property Amount shall not be subject treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provisions of state, local or non-U.S. Law, as appropriate; (ii) interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Indemnification Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Indemnification Escrow Amount, or portion thereof, shall be allocable to any indemnification claim with respect Buyer pursuant to Section 468B(g) of the extent made after Code and Proposed Treasury Regulation Section 1.468B-8; and (iv) in no event shall the total amount of the Indemnification Escrow Amount paid to the Sellers under this Agreement exceed an amount designated by the parties prior to Closing. (c) Promptly following the date that is two (2) years after the 18-month anniversary of the Closing Date Date, Buyer and the Representative shall cause the Escrow Agent (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date Agreement) to pay (“Pending Claims”), all or a portion by wire transfer of the Escrow Property reasonably necessary immediately available funds) to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided account(s) designated by the Purchaser Representative under Article VI and Representative, the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Dateamount, any Escrow Property if any, remaining in the Escrow Account that is not subject then claimed by Buyer to Pending Claimsbe owed to a Buyer Indemnified Person, if anytogether with any interest earned on any such amount, for distribution to the Sellers, all as may be provided in and not subject pursuant to resolved but unpaid claims in favor the terms of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At The Stock Certificates and the undated Stock Power shall be delivered simultaneously herewith to Escrow Agent, and shall remain in escrow until all of Pledgor’s Obligations under the Guaranty and this Agreement, and all of the Borrower’s obligations under the Note and the other Loan Documents have been performed in full, at which time Pledgor shall notify Escrow Agent in writing that (i) the Pledgor has satisfied all of its obligations under the Guaranty, (ii) the Borrower has satisfied all of its obligations under the Note and the other Loan Documents, (iii) the pledge hereunder should be terminated, and (iv) the Stock Certificates and undated Stock Power should be returned to Pledgor. Upon receipt of such notice, Escrow Agent, without any obligation to determine whether all obligations due under the Guaranty or prior all payments due under the Note and the other Loan Documents were made, shall notify Secured Party that it is prepared to deliver the Stock Certificates and related Stock Power to the ClosingPledgor. If the Secured Party objects to such delivery, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent it shall give notice (the “Escrow AgentObjection Notice”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue ) to the Escrow Agent on and Pledgor within thirty (30) days after receiving the Closing Date, a number of shares equal to five percent (5%) of each aforesaid notice of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAgent. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by If the Escrow Agent to does not receive an Objection Notice from the Seller. Promptly after Secured Party within the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithaforesaid thirty (30) day period, the Escrow Agent shall transfer any remaining Escrow Property remaining in shall, without further instructions, deliver the Stock Certificates and related Stock Power to Pledgor. (c) If the Escrow Account Agent receives an Objection Notice from the Secured Party within such thirty (30) day period, then the Escrow Agent shall retain the Stock Certificates and related Stock Power in escrow until it shall have received either of the following: (i) written instructions signed by Pledgor and Secured Party setting forth to whom the SellerStock Certificates and related Stock Power shall be delivered; or (ii) a final order of a court of competent jurisdiction setting forth to whom the Stock Certificates and related Stock Power shall be delivered.

Escrow. a. Upon delivery of this Agreement properly executed by the Parties, Buyer shall tender 16,441 in ICG Shares (athe "Escrowed Amount") At or prior to the ClosingEscrow Agent, to be held by the Purchaser RepresentativeEscrow Agent in trust upon the express terms and conditions, with the Seller Representative powers and a third-party escrow agent mutually acceptable limitations, and for the exclusive purpose set forth herein. The ICG Shares shall be issued and held in the names of Sellers, in proportion to their ownership of the Purchaser Company, accompanied with stock powers duly executed in blank by Sellers. Such Escrowed Amount and all proceeds of such Escrowed Amount now or hereafter subject to this Agreement are hereinafter referred to as the Seller"Escrow Assets." The Parties agree that the Escrow Assets are the sole property of Sellers held by the Escrow Agent for the sole purpose of securing the indemnification obligations of Sellers pursuant to Article VIII of the Purchase Agreement. The Sellers shall have the right to vote the ICG Shares held in the Escrow Account, and all dividends paid on the ICG Shares shall be held in the Escrow Account pursuant to this Agreement for the benefit of Sellers. b. The Escrow Agent shall hold and safeguard the Escrow Assets separate and apart from the assets of the Escrow Agent. The Escrow Agent represents that the Escrow Assets shall not at any time, including in the event of the bankruptcy, dissolution or insolvency of the Escrow Agent or otherwise, be or be deemed to be assets of the Escrow Agent. ▇. ▇▇▇▇▇▇▇, as escrow agent (a group, and Buyer shall each execute a certificate of incumbency substantially in the “Escrow Agent”), shall enter into an Escrow Agreement, effective as form of Exhibit B --------- for the purpose of establishing the identity of the Effective Time, in form and substance reasonably satisfactory representative(s) of each party entitled to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue instructions or directions to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI Paragraph 2 herein on behalf of such party (other than for Fraud Claimseach such person being referred to herein as "Authorized Representative"). Unless otherwise required by Law, all distributions made from the Escrow Account Sellers shall be treated by the Parties designate Sellers' Agent as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereoftheir Authorized Representative. (b) The Escrow Property d. Each Seller and Buyer shall not be subject furnish to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewitha Form W-8 or Form W-9, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleras applicable.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party A. The Deposit shall be held in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “by Escrow Agent”), shall enter into an Escrow Agreement, effective as of upon the Effective Time, in form following terms and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of conditions: (i) Escrow Agent shall deposit the Deposit in an interest-bearing account. A W-9 shall be executed by Purchaser Common Stock, in connection with the execution of this Agreement so that such interest bearing account can be opened; (ii) Series A Preferred StockEscrow Agent shall deliver to Seller the Deposit (together with all interest thereon, if any) at and upon the Closing and the same shall be applied toward the Purchase Price; and (iii) Series B Preferred Stock to be transferred as part If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the Merger Consideration (all failure of either party to comply with such party’s obligations hereunder, Escrow Agent shall pay the foregoing, collectively, the “Escrow Amount”) Deposit (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedall interest thereon, the “Escrow Securities”if any) to be heldSeller and/or Purchaser, along with any other dividendsas the case may be, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agreement. The Escrow Property shall serve Agent are only as the sole source of payment herein specifically provided, and, except for the obligations provisions of the Seller pursuant to Article VI (other than Section 19(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatever except for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof.its own willful misconduct or gross negligence; (bii) The Escrow Property Agent shall not be subject liable or responsible for the collection of the proceeds of any checks used to pay the Deposit; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any indemnification claim with respect document, instrument or signature believed by it in good faith to be genuine and signed by either of the extent made after the date other parties hereto or their successors; (iv) Escrow Agent may assume, so long as it is acting in good faith, that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect any person purporting to give any indemnification claims made notice of instructions in accordance with Article VI the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) Except as otherwise provided in Section 19(C) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and (viii) Escrow Agent may resign upon ten (10) days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor with the expenses thereof to be borne equally be Seller and Purchaser. C. Escrow Agent is acting as a stakeholder only with respect to the required timing of Claim Notices) that remain unresolved at Deposit. Escrow Agent, except in the time event of the Closing, shall not deliver the Deposit except on seven (7) days’ prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Expiration Date (“Pending Claims”), Agent is obligated to deliver all or a any portion of the Deposit or as to whom the Deposit is to be delivered, Escrow Property reasonably necessary Agent shall not be required to satisfy make any delivery, but in such Pending Claims event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (as together with all interest thereon, if any), or in the absence of such authorization Escrow Agent may hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined based on not to be entitled to the Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, in inverse proportion to the amount of the indemnification claim included Deposit received by each. Upon making delivery of the Deposit (together with interest thereon, if any), in the Claim Notice manner provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the in this Agreement, Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim Agent shall have been finally resolved no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and paid will hold the Deposit, in escrow, pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior to the Closing, Parent shall withhold from the Purchaser Representativemerger Consideration and deliver to ▇▇▇▇▇ Fargo Shareowner Services, or such other bank or trust company with assets of least $100 million as shall be designated by Parent with the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent consent of Company (the “Escrow Agent”which will not unreasonably be withheld), shall enter into an Escrow Agreement, effective as of or after the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Stockholder Agent, as Escrow Agent (the “"Escrow Agreement”Agent"), pursuant to the terms of an Escrow Agreement among Parent, the Stockholder Agent (as defined in Section 7.2 and the Escrow Agent substantially in the form of Exhibit C hereto (the "Escrow Agreement"), 500,000 shares of Parent Common Stock, which shares shall be withheld from the Purchaser Closing Consideration Shares (such amount, together with dividends or other distributions and earnings thereon, being referred to herein as the "Escrow Amount"), which Escrow Amount shall issue be held and disbursed in accordance with the terms of the Escrow Agreement. If, subsequent to the Effective Time, any holder of Dissenting Shares shall have failed to have perfected his, her or its rights under the DGCL or the CCC (as applicable) to receive the fair value of such holder's Shares resulting in such Shares being converted into the right to receive shares of Parent Common Stock, Parent shall withhold 1/10th of the Closing Consideration Shares which such holder would otherwise be entitled to receive (rounded down to the nearest whole share) and such withheld amount shall be delivered to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) held and disbursed therefrom in accordance with Article VI hereof and the terms of the Escrow Agreement. No contribution to the Escrow Amount shall be made in respect of any Company Options. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account Amount shall be treated available to compensate Parent and its affiliates as their sole recourse (except in the event of Fraud, as defined in Section 7.2(o)) for any claims, losses, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, incurred by Parent, its officers, directors or affiliates (including the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (bSurviving Corporation) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior The Indemnity Escrow Account shall be available to compensate Buyer Indemnitees for Losses pursuant to the Closing, indemnification obligations set forth in this Article 5. (b) In accordance with the Purchaser Representative, terms of the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of on the Effective Time, in form and substance reasonably satisfactory to next Business Day following the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on date that is 18 months after the Closing Date, a number the Escrow Agent shall pay and distribute out of shares the Indemnity Escrow Account (provided, that the Escrow Agent has received joint written instructions from Buyer and Seller), by wire transfer to Seller, an aggregate amount equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Indemnity Escrow Amount”) Amount (together with any equity securities paid as dividends or distributions with respect interest that may be earned thereon), less (x) any amounts which have been distributed from the Indemnity Escrow Account prior to such shares or into date and (y) any amounts for which such shares are exchanged or converted, Buyer Indemnitees shall have made a claim pursuant to the “procedures set forth in this Article 5 and for which recovery shall not have been satisfied from the Indemnity Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account Account (the “Outstanding Escrow AccountClaims”). (i) and disbursed therefrom in accordance with Article VI hereof and As between the parties to this Agreement, if any term or provision of the Escrow Agreement conflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control. The Escrow Property shall serve as the sole source of payment Buyer and Seller will each pay for the obligations 50% of the Seller pursuant to Article VI (other than for Fraud Claims)administrative fees of the Escrow Agent at the Closing. Unless otherwise required by Law, all distributions All payments made from the Indemnity Escrow Account shall be treated by the Parties parties as an adjustment to the Merger Consideration proceeds received by the Seller pursuant to Article I 1 hereof. (bii) The In the event that Buyer is determined to be entitled to a recovery of a Loss from the Escrow Property shall not be subject Account, Seller agrees to any indemnification claim with respect execute and deliver, at Buyer’s request, to the extent made Escrow Agent joint written instructions within three Business Days after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, determination with respect to any indemnification claims made in accordance with Article VI hereof (including with respect such Loss is made, instructing the Escrow Agent to distribute to Buyer an amount equal to the required timing lesser of Claim Notices(A) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of such Loss and (B) the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property amount remaining in the Escrow Account, in accordance with such joint written instructions. (c) For the avoidance of doubt, the Net Working Capital Escrow Account that is shall not subject be available to Pending Claims, if any, compensate Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in this Article 5 and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations disbursed only as set forth in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSection 1.02(h).

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (a) At or prior hereinafter referred to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as out of the Effective TimeClosing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser total sum shall issue be disbursed to the Escrow Agent on from the Closing DateProceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, a number of shares equal to five percent (5%) of each of indemnify and hold harmless Buyer under the shares of (i) Purchaser Common StockAcquisition Agreements and its managers, (ii) Series A Preferred Stockmembers, employees, agents, and representatives (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountAsset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (together including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any equity securities paid one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as dividends defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or distributions diligently defend such claim at their sole cost and expense with respect legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such shares or into which such shares are exchanged or convertedwritten notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the “Escrow Securities”Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be heldimmediately resolved is detrimental to the Buyer’s ongoing Businesses then, along with any other dividendsin that event, distributions Buyer may, bond, settle or other income on compromise the claim out of the Escrow Shares (together with Fund subject to a final determination by the Escrow Shares, the “Escrow Property”), in arbitrator. Notwithstanding a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by possible dispute between the Parties as an adjustment aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the Merger Consideration received by detriment of the Seller pursuant Buyer, the Buyer and its counsel shall have the right to Article I hereof. (b) The Escrow Property participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time paid out of the Escrow Expiration Date Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “Pending Claims”)promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, all the claim may be defended, comprised or a portion settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Property reasonably necessary Fund up to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Escrow Fund then in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as possession of the Escrow Expiration Date) shall remain in Agent. It is understood and agreed that the Seller’s obligations under the Escrow Account until such time Agreement as such Pending Claim to any expenses, costs or otherwise and in connection with any indemnification claim shall have been finally resolved and paid pursuant be limited to the provisions amount of Article VI. After the Escrow Expiration Date, Fund. Notwithstanding any Escrow Property remaining in provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the expense of such defense being paid out of the Escrow Account that is Fund. Seller cannot subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor settle a matter other than for dollar damages without the consent of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerBuyer. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.Original Oyster House II

Escrow. (a) At or prior to The parties, through their respective attorneys, shall establish an escrow with the Closing, Escrowee through which the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent transaction contemplated hereby shall be closed (the “Escrow Agent”)"Escrow") and into which Purchaser shall cause the Deposit to be deposited. Purchaser, at its sole option, shall enter into an Escrow Agreement, effective as of direct the Effective Time, in form and substance reasonably satisfactory Escrowee to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with invest any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a cash portion of the Escrow Property reasonably necessary Deposit in accounts or securities permitted by Escrowee at the highest available rate of interest, which interest shall be paid to satisfy such Pending Claims Purchaser (as determined based on except to the amount of the indemnification claim included extent otherwise provided in Sections 3.0l(a) and 16.01 hereof). The escrow instructions shall be in the Claim Notice provided usual form of deed and money escrow agreement customarily used by the Purchaser Representative under Article VI and the Purchaser Share Price Escrowee with such special provisions added thereto as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant may be required to conform to the provisions of Article VIthis Agreement and so as to provide for a so-called "New York style" closing requiring the simultaneous delivery of the Deed to Purchaser and disbursement of the Base Purchase Price proceeds to Seller as contemplated by Section 15.05 hereof. After Upon creation of the Escrow, anything herein to the contrary notwithstanding, the payment of the Base Purchase Price and delivery of the Deed and other documents required to be delivered at the Initial Closing shall be made through the Escrow. Said Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject shall be auxiliary to Pending Claims, if anythis Agreement, and this Agreement shall not subject to resolved but unpaid claims be merged into nor in favor any manner superseded by said Escrow. In the event of an Indemnified Partyany inconsistencies between the terms and provisions of this Agreement and the terms and provisions of the Escrow, the terms and provisions of this Agreement shall govern and control. The Escrow costs and fees shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims equally divided between Purchaser and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, This Agreement shall serve as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue instructions to the Escrow Agent on the Closing Date, a number and an executed copy of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to this Agreement shall be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together deposited with the Escrow SharesAgent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the “Escrow Property”)▇▇▇▇▇▇▇ Money, due to the failure of the financial institution in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof which such funds are deposited, and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Agent shall not be subject liable in any way to Seller or Purchaser for any indemnification claim with respect action taken in good faith pursuant to the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)terms hereof; provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of nothing herein shall release the Escrow Expiration Date (“Pending Claims”)Agent for its fraud, all willful misconduct or gross negligence. In the event of a termination of this Agreement or a portion of default under this Agreement, the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, ▇▇▇▇▇▇▇ Money shall be transferred delivered or disbursed by the Escrow Agent to as provided in this Agreement. If either party shall declare the Sellerother party in default under this Agreement and shall make demand (a "Demand") upon the Escrow Agent for possession of the ▇▇▇▇▇▇▇ Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations Except as otherwise expressly provided in connection therewiththis Agreement, the Escrow Agent shall transfer not disburse the ▇▇▇▇▇▇▇ Money until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party's receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any remaining objection is so received or if any conflicting Demand shall be timely made upon the Escrow Property remaining Agent, the Escrow Agent shall not disburse any part of the ▇▇▇▇▇▇▇ Money and shall await settlement of the controversy or deposit the ▇▇▇▇▇▇▇ Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Account Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the ▇▇▇▇▇▇▇ Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the ▇▇▇▇▇▇▇ Money from and against its costs, expenses and liabilities (including reasonable attorney's fees) in connection with any proceeding in which the Escrow Agent may become a party or otherwise involved by reason of the Escrow Agent holding the ▇▇▇▇▇▇▇ Money in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the ▇▇▇▇▇▇▇ Money to be returned to Purchaser without the consent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent may receive from Seller., Escrow Agent hereby agrees to so return the ▇▇▇▇▇▇▇ Money to Purchaser immediately upon written request therefor by Purchaser, and Seller, by its execution below hereby consents thereto. CONDITIONS TO CLOSING

Escrow. (a) At or prior to the Closing, the Purchaser, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, substantially in the form and substance reasonably satisfactory to the Purchaser and the Seller attached as Exhibit D hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue cause to be delivered to the Escrow Agent on at the Closing Date, a number of shares equal to five ten percent (510%) of each of the shares of Exchange Shares otherwise deliverable to the Seller at the Closing (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held), along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “along with any dividends, distributions and other earnings thereon and other Escrow Property”), to be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as the sole a source of payment security for the Seller’s indemnification obligations of under Article VII. The Seller shall have the Seller pursuant right to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from vote such Escrow Shares during the time held in the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofEscrow Shares. (b) The Escrow Property shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI VII hereof on or prior to the Expiration Date (including those that are revised or adjusted in accordance with respect to Article VII after the required timing of Claim NoticesExpiration Date) that remain unresolved at the time as of the Escrow end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI VII and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIVII. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified PartyIndemnitee, shall be transferred disbursed by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “The Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Account established in accordance with Article VI hereof Section 2.01(e) shall be invested, maintained and disbursed in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The parties hereto hereby agree to jointly instruct the Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant Agent to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made disburse funds from the Escrow Account in accordance with this Section 9.10. The Final Escrow Amount shall be treated available to satisfy any and all claims of the Purchaser Indemnitees set forth in Article IX of this Agreement. In respect of claims covered by the Parties as an adjustment Final Escrow Amount, Purchaser shall proceed first against the Escrow Account to the Merger Consideration received by extent of the funds available therein to satisfy any such claims and may not proceed directly against Seller pursuant with respect thereto unless and until sufficient funds are no longer available in the Escrow Account (either because claims against the Escrow Account exceed the available balance therein or because any remaining balance therein has been distributed to Article I hereofSeller in accordance with the terms of this Agreement or the Escrow Agreement). (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After On the Escrow Expiration Date, any all remaining funds of the Final Escrow Property remaining in Amount shall be disbursed to Seller, together with the earnings thereon. Notwithstanding the foregoing, if on the Escrow Account that Expiration Date there is not subject then pending and unresolved one or more claims of the Purchaser Indemnitees and if the Purchaser Indemnitees have delivered to Pending Claims, if any, Seller and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent a notice at least one day prior to the Seller. Promptly after the final resolution Escrow Expiration Date setting forth an updated description in reasonable detail of all Pending Claims such claims to the extent known and payment the amount of all indemnification obligations in connection therewitheach such claim to the extent reasonably quantifiable, the Escrow Agent shall transfer any remaining Escrow Property remaining retain in the Escrow Account Account, pending resolution of such claims, an amount equal to the Selleraggregate amount so claimed, and upon final disposition of each such claim shall disburse to Seller the amount so withheld in excess of the remaining claim.

Escrow. (a) At or prior a. Seller and the Company agree to deliver an executed copy of this Agreement to the ClosingCompany’s legal counsel, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent ▇▇▇▇▇▇▇▇▇▇ PLLC (the “Escrow Agent”), by electronic mail to ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Escrow Agent shall enter into an Escrow Agreementnotify the parties hereto by electronic mail of its receipt of a signed copy of this Agreement by both parties. Once so notified, effective as of the Effective Time, in form and substance reasonably satisfactory Company shall pay or cause its designees to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue pay to the Escrow Agent on Agent’s IOLTA Trust account the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow AgreementPurchase Price. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred Upon receipt by the Escrow Agent of the Purchase Price in full, subject to the Seller. Promptly after the final resolution subsections (g) and (h) of all Pending Claims and payment of all indemnification obligations in connection therewiththis section, the Escrow Agent shall transfer any remaining Escrow Property remaining in promptly release the Purchase Price to Seller and release the fully signed copy of this Agreement to both parties. The date of such release shall be deemed to be the “Closing Date”. If the Closing Date does not occur within five (5) business days of the date of this Agreement, then either party may notify the other party and the Escrow Account Agent of its desire to terminate this Agreement and upon receipt of such notice by the other party and the Escrow Agent, this Agreement shall automatically become null and void. b. Seller and the Company agree and acknowledge that ▇▇▇▇▇▇ has requested ▇▇▇▇▇▇ Agent to act as the escrow agent, despite ▇▇▇▇▇▇ Agent’s disclosure to Seller and the Company that the Escrow Agent represents the Company in connection with the Sale and the Agreement, or other matters. Seller and the Company agree and acknowledge that the Escrow Agent has disclosed that the Escrow Agent’s representation of the Company in connection with the Sale, the Agreement, or any other matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the Seller, and therefore, an actual conflict of interest may exist. Escrow Agent does not believe that its representation of the Company hereunder will impair its ability to perform its duties as Escrow Agent pursuant to the terms herein. c. Seller and the Company have each had the opportunity to consult with counsel and with full knowledge of all relevant facts Seller and the Company acknowledge, agree and consent to Escrow Agent (i) continuing to act as Escrow Agent hereunder and (ii) continuing to represent the Company in the Sale, the Agreement, and in any other matter, including, without limitation, any matter, claim, or dispute between the parties hereto, whether or not Escrow Agent is in possession of the escrowed funds and continues to act as Escrow Agent. TO THE EXTENT THAT ANY CONFLICT OR POTENTIAL CONFLICT ARISES, SELLER AND THE COMPANY, INDIVIDUALLY AND ON BEHALF OF SUCH PARTY’S SUCCESSORS AND ASSIGNS, WAIVE ANY OBJECTION THERETO. d. In the event the Company elects to discontinue its engagement of Escrow Agent as its attorney, or should an adverse relationship arise between the Company and Seller, Seller acknowledges that Escrow Agent may continue without restriction to act as Escrow Agent hereunder. e. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. f. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. Seller and the Company hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature (including reasonable attorney’s fees) incurred in connection with the performance of ▇▇▇▇▇▇ Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. g. If, notwithstanding payment of the Purchase Price to the Escrow Agent IOLTA Trust account and the Escrow Agent’s receipt of fully-executed copies of this Agreement pursuant to subsection (a) of this section, for any reason Closing has not occurred, and either party gives written notice to Escrow Agent demanding payment of the escrowed funds, Escrow Agent shall give prompt written notice to the other party of such demand. If Escrow Agent does not receive written notice of objection from such other party to the proposed payment within 5 business days after the giving of such written notice, Escrow Agent is hereby authorized and directed to make such payment. If Escrow Agent does receive such written notice of objection within 5 business days or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written notice signed by the parties to this contract or by a final, nonappealable judgment, order or decree of a court. h. If there is any dispute or doubt as to which party is entitled to the escrowed funds, the Escrow Agent shall hold the escrowed funds until otherwise directed by written notice from the parties to the Agreement or by a final, nonappealable judgment, order or decree of a court. In the event of such a dispute, ▇▇▇▇▇▇ Agent shall have the right to: (i) commence an interpleader action for the purpose of determining the persons or entities to whom payment should be made; (ii) deposit the escrowed funds with the clerk of a court in the county in which the Property is located; or (iii) take such affirmative steps as it may elect in order to substitute an impartial party to hold the escrowed funds and to terminate its duties as Escrow Agent. Escrow Agent shall have a first lien on all funds held by it for its reasonable compensation or for any reasonable cost, liability, expense or fee, including reasonable attorney's fees, which it may incur in connection with the disbursement of funds or upon it being made a party to any legal or equitable proceedings which is brought by any of the parties hereto concerning the disposition of the funds held hereunder. If any controversy arises hereunder, or Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the escrowed funds, Escrow Agent shall be reasonably compensated for such extraordinary services, and shall be reimbursed for all reasonable costs and expense occasioned by such controversy or litigation. i. Upon disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. j. Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel. k. The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given.

Escrow. (a) At or prior With respect to the Closing, the Escrow Amount paid by Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Date for deposit in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”Account pursuant to Section 4.3(b)(i), in a segregated escrow account (an amount up to the “Adjustment Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Amount shall serve as the sole source of payment security for the obligations Keen Managed Reserve Trust's obligation to pay any Deficiency pursuant to Section 4.4(c)(ii) and the balance of the Seller pursuant Escrow Amount shall serve as security for the Keen Management Reserve Trust's obligation to make indemnity payments under Section 10.4 or Article VI (other than 11, and for Fraud Claims)the Sellers’ obligation to make indemnity payments under Article 11. Unless otherwise required by Law, all distributions made from Funds on deposit in the Escrow Account shall be treated by released as follows: (i) Upon final determination, in accordance with Section 4.4(b), of the Parties as Final Purchase Price Calculation Statement, if Purchaser is entitled to receive any cash in connection with an adjustment of the Purchase Price, such amount shall be paid to Purchaser from the Merger Consideration received by Escrow Account in an amount not exceeding the Seller pursuant to Article I hereofAdjustment Escrow Amount (plus any interest earned thereon) as provided in Section 4.4(c)(ii). (bii) On May 1, 2013, or such later date on which an amount is released from the Escrow Account pursuant to this Section 4.3(d)(ii) (the "Initial Escrow Release Date"), the Escrow Agent shall release to the Seller Representative funds from the Escrow Account in an amount (plus any interest earned thereon) equal to $48,750,000, less (A) the amount, if any, paid to Purchaser from the Escrow Account as provided in Section 4.4(c)(ii), less (B) the aggregate amount claimed by any Purchaser Indemnitee(s) in connection with any claim or claims for indemnification pursuant to Section 10.4 or Article 11 against any Seller(s) that, as of such date, is unresolved by non-appealable judicial determination or otherwise, less (C) the aggregate amount, if any, of any claim(s) paid to any Purchaser Indemnitee(s) prior to the Initial Escrow Release Date for indemnification pursuant to Section 10.4 or Article 11 from the Escrow Account; provided, however, that if the amount set forth in clause (B) is not reasonably determinable to be less than an amount equal to $48,750,000 less the sum of the amounts set forth in clauses (A) and (C), then the release of funds from the Escrow Account pursuant to this Section 4.3(d)(ii) shall be delayed until the date on which the amount set forth in clause (B) is determined to be less than an amount equal to $48,750,000 less the sum of the then applicable amounts set forth in clauses (A) and (C). (iii) On the date that is eighteen (18) months from and after the Closing Date, or such later date on which an amount is released from the Escrow Account pursuant to this Section 4.3(d)(iii) (the "Final Escrow Release Date"), the Escrow Agent shall release all funds remaining on deposit in the Escrow Account (including any interest earned thereon) to the Seller Representative; provided, however, that if prior to the Final Escrow Release Date a Purchaser Indemnitee gives notice of a claim or claims for indemnification pursuant to Section 10.4 or Article 11, then: (A) if such claim is resolved prior to the Final Escrow Release Date, by non-appealable judicial determination or otherwise, any sums due to Purchaser shall be paid from the Escrow Account (including any interest earned thereon); and (B) if any such claim is not resolved prior to the Escrow Release Date, the amount of such claim shall be retained in the Escrow Account until such claim is resolved. (iv) The Escrow Property Amount shall not be subject to any indemnification claim with respect Lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); providedpurposes stated in, however, with respect to any indemnification claims made and in accordance with Article VI hereof (including the terms of, the Escrow Agreement. Obligations of the Sellers to Purchaser pursuant to the terms of this Agreement or any Transaction Document shall not be limited at any time to the Escrow Amount or the funds on deposit in the Escrow Account. The Sellers and Purchaser acknowledge and agree that Purchaser's exercise of its rights under the Escrow Agreement shall not limit Purchaser's right to recover any amounts owed to it that exceed the Escrow Amount and application of funds on deposit in the Escrow Account shall not be in substitution of or in any way limit Purchaser's exercise of its other rights and remedies hereunder or otherwise. Each of the Seller Representative and Purchaser agree that it will instruct the Escrow Agent promptly with respect to the required timing release of Claim Notices) that remain unresolved at the time any amounts to which either of the Escrow Expiration Date (“Pending Claims”), all or them is entitled pursuant to this Agreement. If there should be a portion of the Escrow Property reasonably necessary dispute as to satisfy such Pending Claims (as determined based on the amount or manner of determination of any indemnity obligation owed under this Agreement, the indemnification claim included in the Claim Notice provided by the Purchaser Seller Representative under Article VI and the Purchaser Share Price as of shall issue joint written instructions to the Escrow Expiration Date) shall remain in the Escrow Account until Agent to pay when due such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsportion, if any, and of the obligation as shall not be subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred dispute. In the event the Seller Representative and the Purchaser do not submit joint written instructions when required by the Escrow Agent to the Seller. Promptly after the final resolution terms of all Pending Claims and payment of all indemnification obligations in connection therewiththis Section 4.3(d), the Escrow Agent parties shall transfer submit to a court of competent jurisdiction, as provided in this Agreement, upon the request of either the Seller Representative or the Purchaser to settle any remaining Escrow Property remaining in the Escrow Account to the Sellerdispute or unresolved issue.

Escrow. (a) At The Downpayment and any interest earned thereon, upon Escrow Agent’s receipt and collection thereof, shall be held in an interest bearing account at Citizens Bank (or at such other commercial bank having an office in Manhattan as Escrow Agent shall select) and, at Seller’s option, will be invested in United States Treasury bills or notes or other short term obligations (approved by both parties in their sole discretion) with appropriate maturities prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the scheduled Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect Except as otherwise set forth in this Agreement, the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsinterest, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, earned on the Downpayment shall be transferred by delivered with the Downpayment to the person or persons entitled thereto pursuant to the terms of this Article 30. Escrow Agent shall not be responsible for (i) any interest earned on the Downpayment except for such interest as is actually earned or (ii) the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is posted on such investment. (c) Escrow Agent shall deliver the Downpayment in accordance with the following: (i) If Purchaser shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that it is entitled to the return of the Downpayment, then Purchaser shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Purchaser. Escrow Agent shall promptly send a copy of such notice to Seller and in the event that within five (5) Business Days of such notice being given to Seller, Seller shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then Escrow Agent shall promptly deliver the Downpayment to Purchaser. (ii) If Seller shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that the Downpayment shall have been forfeited by Purchaser, then Seller shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Seller. Promptly after Escrow Agent shall promptly send a copy of such notice to Purchaser and in the final resolution event that within five (5) Business Days of all Pending Claims such notice being given to Purchaser, Purchaser shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and payment of all indemnification obligations served upon Escrow Agent the pleadings in connection therewithsuch action, then the Escrow Agent shall transfer promptly deliver the Downpayment to Seller. (iii) If the Closing under this Agreement shall occur, Seller and Purchaser shall deliver jointly a written notice to Escrow Agent at such Closing instructing Escrow Agent to deliver the Downpayment to Seller (or as Seller may direct in writing) and, upon receipt of such notice, Escrow Agent shall do so. (iv) Upon its receipt of any remaining objection, notice or demand for the Downpayment delivered by Seller or Purchaser, Escrow Property remaining Agent shall promptly deliver a copy thereof to the other party. (d) In the event any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Downpayment, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and continue to hold the Downpayment until (a) Escrow Agent receives written notice signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the Downpayment directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction, or (b) Escrow Agent receives a certified copy of a final and non- appealable judgment of a court of competent jurisdiction directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction; or (ii) in the event Escrow Account Agent shall receive a written notice advising that a litigation over entitlement to the Downpayment has been commenced, Escrow Agent may deposit the Downpayment with the clerk of the court in which said litigation is pending; or (iii) Escrow Agent may deposit the Downpayment in a court of competent jurisdiction by the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller and Purchaser is the losing party. (e) Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Downpayment. Escrow Agent shall not be responsible for any act or failure to act on its part nor shall it have any liability under this Article 30 or in connection herewith except in the case of its own willful misconduct or gross negligence. Escrow Agent shall be automatically released from all responsibility and liability hereunder upon Escrow Agent’s delivery or deposit of the Downpayment in accordance with the provisions of this Article 30. (f) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments, or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. (g) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any duties or responsibilities except those set forth in this Article 30 and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (h) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (i) Purchaser and Seller hereby jointly and severally agree to indemnify and save Escrow Agent harmless from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder (including, without limitation, reasonable attorneys’ fees and disbursements) except in the case of its own willful misconduct or gross negligence. (j) The parties acknowledge that Escrow Agent is acting, and shall continue to act, as counsel to Seller in connection with this agreement and other matters. The parties agree that Escrow Agent or any member or employee of Escrow Agent shall be permitted to act as counsel for Seller in any dispute or question as to the disbursement of the Downpayment or any other matter arising hereunder. (k) The provisions of this Article 30 shall survive the Closing or the termination of this Agreement. The provisions of this Article 30 are intended to supersede that certain escrow agreement, dated June 30, 2011, among Seller, Purchaser and Escrow Agent, which escrow agreement is hereby terminated.

Escrow. Following the Initial Decision Date and at least thirty (a30) At or calendar days prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Payment Due Date (the “Escrow AgentFunding Date”), WABCO shall enter into an Escrow Agreement, effective as of or shall cause any other Indemnitor to deposit the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Initial Decision Amount (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Escrowed Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or by wire transfer in immediately available cash into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated an escrow account (the “Escrow Account”) with a third party banking institution which is mutually acceptable to ASD and disbursed therefrom in accordance with Article VI hereof WABCO to be governed by an escrow agreement entered into among WABCO, the WABCO Charged Parties, ASD and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date escrow agent (the “Escrow Expiration Agreement”) in substance and form reasonably acceptable to ASD and WABCO, which Escrow Agreement shall contain customary terms and conditions and shall reflect the agreed upon mechanics set forth in this Section 4.1. Following the deposit of the Escrowed Amount into the Escrow Account, seven Business Days prior to the Payment Due Date (or such earlier date as ASD and WABCO may mutually agree): (i) if, in accordance with Section 2.2, neither WABCO (on behalf of the WABCO Charged Parties or B&K Charged Parties) nor ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date”), the Escrowed Amount will be released (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; or (ii) if, in accordance with Section 2.2, WABCO (on behalf of the WABCO Charged Parties or B&K Charged Parties) or ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date with respect to the decision rendered against any such Charged Party, the Escrowed Amount will be released seven Business Days prior to the Payment Due Date (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; provided, however, in lieu of the foregoing, if, at least nine Business Days prior to the Payment Due Date, WABCO provides or causes to be provided (x) a bank guarantee that is accepted by the European Commission which guarantees the Initial Decision Amount and the amount of any interest that will accrue on the Initial Decision Amount and will be due and owing to the European Commission between the Payment Due Date and the date on which the fine and any accrued interest thereon have been paid in full following the rendering of a final resolution of the Bathroom Fittings and Fixtures Proceedings (including the final judgment concluding the appeal process initiated by the Charged Parties in connection with respect to any indemnification claims made the Bathroom Fittings and Fixtures Proceedings), in each case determined in accordance with Article VI hereof the Initial Decision and the applicable rules in force in the European Union (including with respect copies of such bank guarantee being simultaneously provided to ASD and the required timing of Claim Noticesescrow agent) and (y) such other evidence, to ASD’s reasonable satisfaction, that remain unresolved at the time of European Commission has accepted the Escrow Expiration Date bank guarantee in the form and amount provided by WABCO, the Escrowed Amount shall be released if ASD determines, in its good faith discretion, that clause (x) and (y) above have been satisfied (such guarantee being referred to herein as an “Pending ClaimsAccepted and Confirmed Bank Guarantee”), all pursuant to a written instruction delivered by ASD to the escrow agent in accordance with the Escrow Agreement, by wire transfer of immediately available funds to an account designated by WABCO. For the avoidance of doubt, from and after the time WABCO provides or a portion causes to be provided an Accepted an Confirmed Bank Guarantee in accordance with this Agreement (whether through an Early Payment or pursuant to this Section 4.1(b)(ii)), according to the standard practice of the Escrow Property reasonably necessary European Commission, WABCO shall have the right, with the consent of ASD, to satisfy replace such Pending Claims (as determined based on the amount of the indemnification claim included bank guarantee, in whole or in part, with a provisional payment in the Claim Notice provided manner specified by the Purchaser Representative under Article VI and the Purchaser Share Price Initial Decision or as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred otherwise agreed by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims European Commission and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerASD.

Escrow. (a) At 22.1 Escrow Agent shall hold and disburse the Downpayment in accordance with the following provisions: 22.1.1 Escrow Agent shall have the right, but not the obligation, to invest the Downpayment in savings accounts, treasury bills, certificates of deposit and/or in other money market instruments, or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as in funds investing in any of the Effective Timeforegoing, and shall not be liable for any losses suffered in form and substance reasonably satisfactory connection with any such investment. 22.1.2 If the Closing occurs, then Escrow Agent shall deliver the Downpayment to the Seller. 22.1.3 If Escrow Agent receives a notice signed by Purchaser and the or Seller (the “Escrow AgreementNoticing Party”), pursuant to which ) stating that this Agreement has been canceled or terminated and that the Purchaser shall issue Noticing Party is entitled to the Downpayment, or that the other party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent on shall deliver a copy of such notice to the Closing DateNon-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Downpayment by notice of objection delivered to and received by Escrow Agent ten (10) Business Days after the date of Escrow Agent’s delivery of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a number notice of shares equal objection from the Non-Noticing Party, Escrow Agent shall deliver the Downpayment to five percent (5%) the Noticing Party. If Escrow Agent shall have received a notice of each of objection from the shares of Non-Noticing Party within the time herein prescribed, Escrow Agent shall, at its sole option, either (i) Purchaser Common Stock, deliver to a court of competent jurisdiction the Downpayment; or (ii) Series A Preferred Stockretain the Downpayment until one of the following events shall have occurred: (a) the Non-Noticing Party shall have failed to commence an action in a court of competent jurisdiction against the Noticing Party to resolve why the Noticing Party shall not be entitled to the payment of the Downpayment within thirty (30) days after delivery of the Noticing Party’s notice, by serving a summons and complaint on the Noticing Party and delivering to Escrow Agent a copy thereof, together with an affidavit of service within such thirty (iii30) Series B Preferred Stock day period, in which event Escrow Agent shall pay over the Downpayment to the Noticing Party; (b) there shall have been served upon Escrow Agent an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Downpayment is to be transferred paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as part set forth in such order or judgment; or (c) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such statement. Escrow Agent shall not be or become liable in any way to any person for its refusal to comply with any such requests or demands by Seller and Purchaser until and unless it has received a direction of the Merger Consideration nature described above. 22.2 Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 22 shall be addressed to the party to receive such notice at its notice address set forth in Section 14 above (all of with copies to be similarly sent to the additional persons therein indicated). 22.3 Notwithstanding the foregoing, collectivelyif Escrow Agent shall have received a notice of objection as provided for in Section 22.1.3 above within the time therein prescribed, or shall have received at any time before actual disbursement of the “Downpayment a notice signed by either Seller or Purchaser disputing entitlement to the Downpayment or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Downpayment (whether or not litigation has been instituted), Escrow Amount”) Agent shall have the right, upon notice to both Seller and Purchaser, (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”a) to be held, along with any other dividends, distributions or other income on deposit the Escrow Shares (together Downpayment with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations Clerk of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. Court in which any litigation is pending and/or (b) The to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Property Agent, including, without limitation, the depositing of the Downpayment with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. 22.4 Escrow Agent is acting hereunder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Agent shall not be subject to liable for any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to error in judgment or any indemnification claims made act done or omitted by it in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all good faith or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions court order, or for any mistake of Article VIfact or law. After the Escrow Expiration DateAgent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any Escrow Property remaining in loss, liability or expense, including reasonable attorneys’ fees (either paid to retained attorneys or, representing the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor fair value of an Indemnified Party, shall be transferred legal services rendered by the Escrow Agent to itself), arising out of any dispute under this Agreement, including the Seller. Promptly after the final resolution cost and expense of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer defending itself against any remaining Escrow Property remaining in the Escrow Account to the Sellerclaim arising hereunder.

Escrow. (a) At or prior to Audubon shall, within ninety (90) days of the ClosingEffective Date, place at least ten million dollars ($10,000,000) of the Purchaser RepresentativeAudubon Equity into an escrow account for exclusive use toward the Total Initial Improvements Costs (the "Funding Escrow"), the Seller Representative and a third-party with an escrow agent mutually agreed to by the parties hereto, pursuant to an escrow agreement in form and content reasonably acceptable to the Purchaser and the Seller, as escrow agent parties (the “Escrow Agent”), shall enter into an "Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”"), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Audubon shall, within twelve (12) months of the Effective Date, place the remainder of the Audubon Equity into the Funding Escrow. If Audubon fails to comply with the requirements of this subsection, then, in addition to all other rights provided under this Agreement and applicable law, the City shall have the right to terminate this Agreement by written notice to Audubon and, as liquidated damages for Audubon's breach of this Agreement and not as a penalty, to thereafter use all funds deposited into the Funding Escrow Property in accordance with the Escrow Agreement, and this Agreement shall not thereafter be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)of no further force or effect except as specifically provided herein; provided, however, with respect that the City shall not have the right to any indemnification claims made exercise the remedy provided in accordance with Article VI hereof (including with respect this sentence if, prior to the required timing end of Claim Noticesthe twelve month period set forth above, the New Orleans City Council has approved a rezoning, moratorium or other use restriction pertaining to the Property that restricts the permitted uses of the Property in a manner that is more restrictive than those allowed on the Effective Date. (c) that remain unresolved Disbursements of the Audubon Equity from the Funding Escrow to Audubon shall be made upon written instruction of Audubon to the escrow agent for payment toward the Total Initial Improvements Costs ("Disbursement Request"). Audubon must copy the City on all Disbursement Requests. The City may object to Audubon's Disbursement Request only if Audubon is not in compliance with this Agreement at the time of the Escrow Expiration Date Disbursement Request or if the Disbursement Request does not comply with the requirements of this Agreement, and any such objection must be made in writing and received by Audubon and the escrow agent within five (“Pending Claims”)5) days of the City's receipt of the Disbursement Request in question. Disbursement Requests may be made periodically through the construction of the Initial Improvements, all or but not in excess of one time per month. Audubon shall submit reasonable supporting documentation with each Disbursement Request, which shall include without limitation, a detailed invoice breakout of completed work and a summary sheet outlining the specific funding source for each invoice so that the City can ensure there is not a duplication of benefits. Any portion of the Audubon Equity that remains undisbursed after Final Completion shall be returned to Audubon. (d) The Escrow Property reasonably necessary Agreement will provide that, if this Agreement is terminated pursuant to satisfy such Pending Claims subsection (as determined based on the amount b) above, then disbursement of the indemnification claim included Funding Escrow to the City shall be restricted to funding the cost of redeveloping the Property into a public park and recreational facility, in accordance with schematic plans that have been approved by both the Claim Notice provided by the Purchaser Representative under Article VI City and the Purchaser Share Price Audubon, all as of the Escrow Expiration Date) shall remain more particularly set forth in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares, which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue cause to be delivered to the Escrow Agent on the Closing Date, a number of shares Exchange Shares (each valued at the Redemption Price) equal in value to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock Exchange Consideration otherwise issuable to be transferred as part of the Merger Consideration (all of Sellers at the foregoing, collectively, Closing based on the “Escrow Amount”) Estimated Closing Statement (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the foregoing (the "Other Escrow Shares (Property", together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property Shares shall also serve as the sole a security for, and a source of payment for of, the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Sellers under Section 2.6. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Exchange Consideration received by the Seller pursuant to Article I II hereof. Until and unless the Escrow Shares are forfeited in accordance with Section 2.6 below, the Sellers shall be deemed to be the owner of the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement, and the Escrow Agreement. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain held in the Escrow Account until and will be subject to release in accordance with Section 2.6 below. Each Seller by execution of this Agreement acknowledges that such time as such Pending Claim shall have been finally resolved and paid pursuant Seller’s right to the provisions of Article VI. After receive the Escrow Expiration Date, any Shares and the other Escrow Property remaining is contingent on the performance of Pubco and its Subsidiaries during the Earnout Period as set forth in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSection 2.6.

Escrow. 15.1 The Title Company hereby confirms that its wire transfer instructions are as follows: Citibank, N.A. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA# ▇▇▇-▇▇▇-▇▇▇ Chicago Title Insurance Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ National Special Deposit Account #▇▇▇▇-▇▇▇▇ Telephone Advise Upon Receipt ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ 15.2 The parties hereto have mutually requested that the Title Company act as escrow agent for the purpose of holding the Deposit in accordance with the terms of this Agreement. The Deposit shall be held by the Title Company until the earlier of (y) the Closing, or (z) such time as Seller or Purchaser may be entitled to the Deposit in accordance with this Agreement, at which time the Title Company shall remit the Deposit to the party entitled thereto in accordance with this Agreement. 15.3 The Deposit shall be deposited by the Title Company in an interest-bearing account with Citibank N.A. 15.4 The Deposit shall be released or delivered to the party entitled thereto pursuant to this Agreement at the earlier to occur of the following events: (i) to Purchaser if Purchaser elects to terminate this Agreement pursuant to any rights of Purchaser to do so as set forth in this Agreement; (ii) with reasonable promptness after the Title Company shall have received notice from Seller and Purchaser, according to such notice (and Seller and Purchaser hereby agree to act in good faith in authorizing such release to the appropriate party as provided by this Agreement); (iii) at the Closing, at which time the Deposit shall be paid to Seller and applied to the Purchase Price as provided herein; or (iv) the receipt by the Title Company of a written notice from either Seller or Purchaser stating that an event has occurred under this Agreement entitling the party delivering such notice to the Deposit, whereupon the Title Company shall deliver written notice (the "Default Notice") thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Title Company within ten (10) days following receipt by such other party of the Default Notice, the Title Company shall deliver the Deposit to the party initially requesting the Deposit. . (a) At The Title Company is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or prior liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the Closingidentity, authority or rights of any persons executing the Purchaser Representative, the same. The Title Company shall be entitled to rely at all times on instructions given by Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerand/or Purchaser, as escrow agent (the “Escrow Agent”)case may be and as required hereunder, shall enter into an Escrow Agreementwithout any necessity of verifying the authority therefor. For purposes of this Article XV, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stocknotices given by ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. of Bachner, Tally, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as counsel to and on behalf of Purchaser, shall be deemed given by Purchaser, and (ii) Series A Preferred Stocknotices given by an officer of CIGNA Investments, and (iii) Series B Preferred Stock to be transferred Inc., a staff attorney for CIGNA Corporation, or by Julian Good, Esq. Of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as part counsel of the Merger Consideration (all of the foregoingSeller, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated deemed given by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofSeller. (b) The Escrow Property Title Company shall not at any time be subject held liable for actions taken or omitted to be taken in good faith and without negligence. Seller and Purchaser agree to save and hold the Title Company harmless and indemnify the Title Company from any indemnification claim with respect loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the extent Title Company's negligence. (c) It is further understood by Seller and Purchaser that if, as a result of any disagreement between them or adverse demands and claims being made after by any of them upon the date that is two (2) years after Title Company, or if the Closing Date (the “Escrow Expiration Date”); provided, however, Title Company otherwise shall become involved in litigation with respect to any indemnification claims made this Agreement, the Title Company may deposit the Deposit with a court of competent jurisdiction and/or in accordance with Article VI hereof (including with respect the order of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the required timing Title Company and shall reimburse the Title Company on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of Claim Noticesany such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Title Company hereunder, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party. (d) that remain unresolved In taking or omitting to take any action whatsoever hereunder, the Title Company shall be protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall the Title Company be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of negligence or bad faith. The Title Company may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith and without negligence in accordance with the advice of such counsel. 15.6 The Title Company hereby agrees to charge a premium of $14,087.40 for the Title Policy for a purchase price of $9,800,000 without additional charges for the endorsements attached thereto or otherwise. The Title Company shall not charge any title search or examination fees or fees in connection with its duties as escrow agent in connection with this Agreement. 15.7 Upon the satisfaction of the mutual obligations of the parties hereunder, the Title Company shall record all appropriate instruments delivered to it at the time Closing. 15.8 The Title Company hereby agrees to serve as. the "real estate reporting person" (as such term is defined in Section 6045(e) of the Escrow Expiration Date (“Pending Claims”Code). This Agreement shall constitute a designation agreement, all or a portion the name and address of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount transferor and transferee of the indemnification claim included transaction contemplated hereby as well as the name and address of the Title Company appear in the Claim Notice provided by the Article XIII hereof, and Seller, Purchaser Representative under Article VI and the Purchaser Share Price as Title Company agree to retain a copy of this Agreement for a period of four (4) years following the end of the Escrow Expiration Date) shall remain calendar year in which the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the Closing occurs. The provisions of Article VI. After this Section 15.8 shall survive the Escrow Expiration Date, any Escrow Property remaining in Closing or the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor termination of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. At TOTAL’s expense, AMYRIS will deposit (aon the timing specified below) At or prior to the Closing, the Purchaser Representative, the Seller Representative and with a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreed Third Party escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which one or more escrow agreements entered by such Escrow Agent, AMYRIS and TOTAL the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent following (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountEscrowed Materials” and each escrowed Strain, a “Banked Strain”): (a) Continuing until the earliest of (together with any equity securities paid as dividends or distributions with respect 1) the twentieth anniversary of the Effective Date, (2) the date six (6) months after the date on which TOTAL has the right to such shares or into which such shares are exchanged or convertedpractice the license set forth in Section 2.A(i)(b), and (3) the achievement of a Successful Commercial Transfer, AMYRIS shall escrow the following materials: the Intermediate Strain(s) and the then current process for the Manufacture of Licensed Products using the Intermediate Strain(s) including the documentation specified on Exhibit B (“Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertyInitial Package”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Initial Package shall serve as be escrowed no later than within ninety (90) days of the sole source Effective Date, and at least semi-annually thereafter until the occurrence of payment the earliest of clauses (1) - (3) of this Section 2.D(iii)(a), AMYRIS shall update the Initial Package to reflect the then current process for the obligations Manufacture of Licensed Products using the Seller pursuant to Article VI (other than for Fraud Claimsthen current Intermediate Strain(s). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made No later than thirty (30) days after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing Parties’ designation of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimseach Program Strain, if any, AMYRIS shall escrow the following materials: such Program Strain and not subject the then current process for the Manufacture of Licensed Products using such Program Strain, including without limitation, the documentation specified on Exhibit A. (c) TOTAL may, from time to resolved but unpaid claims time, obtain access to the Escrowed Materials (at the location of the Escrow Agent) for audit purposes, i.e. to verify that the Escrowed Materials have been properly submitted and stored (provided that if AMYRIS requests, TOTAL’s representative may be accompanied by AMYRIS’ representative during such audit), and upon request of TOTAL and at TOTAL’s expense, AMYRIS shall cause the Escrowed Materials to be sent to an independent laboratory reasonably agreed to by the Parties to allow testing and to evidence that the Banked Strains remain viable and continue to produce farnesene at expected yields, in favor of an Indemnified Party, which case such laboratory shall be transferred by considered a Strain Recipient for purposes of this Agreement. (d) TOTAL will have the right to a release of the Escrowed Materials from the Escrow Agent at such time as TOTAL is entitled to exercise the license granted in Section 2.A(i)(b). (e) AMYRIS’ obligations to escrow under this Agreement, including the Intermediate Strain(s), the Initial Package, and, if applicable, the Program Strain(s) and the Commercial Technology Transfer Package, shall terminate six (6) months after the date on which TOTAL has the right to practice the license set forth in Section 2.A(i)(b). Thereafter, TOTAL shall be responsible for maintaining the Strains and information that were the subject of the Successful Commercial Transfer. Notwithstanding anything to the Seller. Promptly after contrary in this Agreement, under no circumstances shall TOTAL receive more than an aggregate of fourteen (14) Banked Strains. (f) Any dispute between the final resolution Parties regarding the deposit of all Pending Claims any Escrowed Materials or the access to any Escrowed Materials shall be resolved as provided in Section 8.A, B and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.D.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, the Purchaser shall deposit in the escrow account created by the Escrow Agreement (the "Escrow Account") a number of shares of Purchaser Common Stock equal to five twenty percent (520%) of each the number of shares of Purchaser Common Stock to be issued to the Sellers in connection with the Merger (the "Escrow Shares"). The Escrow Shares shall be allocated among the Sellers, and shall be held for the account of the Sellers, as specified in Schedule 3.4. Upon surrender by a Seller to the Company of the certificate or certificates representing the shares of (iCompany Stock owned by such Sellers in accordance with Section 3.2(a) or delivery of an affidavit of lost certificate pursuant to Section 3.2(d), Purchaser shall deliver to such Sellers pursuant to Section 3.2(a) the number of shares of Purchaser Common StockStock to which such Seller is entitled under Section 3.2(a), (ii) Series A Preferred Stock, and (iii) Series B Preferred less the number of shares of Purchaser Common Stock to be transferred held in the Escrow Account for the account of such Seller specified in Schedule 3.4, which deducted shares shall be issued in the name of such Sellers and held in the Escrow Account as part Escrow Shares for the account of such Sellers. The Escrow Shares shall be held in the Merger Consideration (all of Escrow Account and released to the foregoing, collectively, the “Escrow Amount”) (together Sellers or Purchaser in accordance with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Section 9.7. Until the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made are released from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof Section 9.7, (including with respect to the required timing of Claim Noticesi) that remain unresolved at the time of the Escrow Expiration Date Shares may not be transferred, sold, assigned or pledged and (“Pending Claims”), all or a portion of ii) certificates evidencing the Escrow Property reasonably necessary Shares shall bear a legend indicating that they are subject to satisfy such Pending Claims (as determined based restrictions on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of transfer pursuant to this Section 3.4. Until the Escrow Expiration Date) shall remain Shares held in the Escrow Account until for Sellers are released in accordance with Section 9.7, such time as Sellers shall be entitled to vote all such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining Shares held in the Escrow Account that is not subject in such Seller's name and to Pending Claims, if any, receive all dividends and not subject to resolved but unpaid claims distributions in favor respect of an Indemnified Party, shall be transferred by the such Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At or prior Other than with respect to the Closingany Unpaid Amounts, the any indemnification to which a Purchaser Representative, the Seller Representative and Indemnified Party is entitled under this Agreement shall first be made as a third-party escrow agent mutually acceptable payment to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnified Party from the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Fund in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any All claims for indemnification claim with respect asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the extent made after period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Escrow Expiration Period”) that are not resolved and satisfied (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Claims.” The dollar amount of all Losses claimed in good faith in respect of Pending Claims is hereinafter referred to as the “Pending Claim Amount.” (c) If, on the first Business Day following the last day of the Escrow Period (the “Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Fund (the “Escrow Account that is not subject to Balance”) exceeds the Pending ClaimsClaim Amount, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining release and deliver to the Partners Representative (on behalf of the Partners), in accordance with the Escrow Property remaining Agreement, the amount of such excess, as set forth below and in the Escrow Account Agreement. If, on the Release Date, the Pending Claim Amount, if any, exceeds or is equal to the SellerEscrow Account Balance, the Escrow Account Balance will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such Pending Claims have been fully resolved, and the Escrow Agreement shall be deemed to be extended accordingly. (d) Notwithstanding any amount of the Escrow Account Balance being released and delivered to the Partners Representative pursuant to ‎Section 8.8(c), the Partners acknowledge that the Purchasers’ right to the Escrow Fund pursuant to ‎Section 8.8(a) is a non-exclusive remedy, and the Partners shall remain liable for any Purchaser Losses pursuant to ‎Section 8.1 to the extent provided, and subject to the limitations set forth, in this ‎Article VIII.

Escrow. (a) At or prior to the Closing, the Purchaser Parent, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Parent shall issue deposit 7,500,000 shares of Parent Common Stock from the portion of Merger Share Consideration otherwise deliverable to the Escrow Agent on the Closing Date, a number of shares equal to five percent Stockholders (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement. The Escrow Property Shares shall be allocated among the Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE IX. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Stockholders pursuant to Article I ARTICLE IX hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI ARTICLE IX hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Parent under Article VI ARTICLE IX and the Purchaser Share Price as of the Escrow Expiration DateParent Common Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIARTICLE IX. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerStockholders, with each such Stockholder receiving its Pro Rate Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Stockholders, with each Stockholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. Concurrently with the execution and delivery of this Agreement, Buyer and Seller shall jointly open an escrow (“Escrow”) for this purchase and sale transaction with Chicago Title Insurance Company, at its office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTN: ▇▇▇▇▇▇ ▇▇▇▇ (“Title Company”), which shall act as the escrow holder for this transaction. As used herein, the term “Escrow Holder” shall mean and refer to Title Company acting in its capacity as the administrator of the Escrow and any applicable escrow accounts relating to the purchase and sale transaction contemplated by this Agreement, and any other references to Title Company shall mean and refer to Title Company acting in its capacity as the issuer of the Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or supplemental escrow, title and closing instructions as may be necessary or convenient from time to time prior to the Closing to implement the terms of this Agreement. Seller and Buyer agree that: (a) At the duties of Escrow Holder are only as herein specifically provided and Escrow Holder shall incur no liability whatsoever except for its own willful misconduct or prior gross negligence; (b) in the performance of its duties hereunder, Escrow Holder shall be entitled to the Closingrely upon any document, the Purchaser Representative, the Seller Representative instrument or signature believed by it to be genuine and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as signed by either of the Effective Time, in form and substance reasonably satisfactory other parties hereto or their successors; (c) Escrow Holder may assume that any person purporting to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number give any notice of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom instructions in accordance with Article VI the provisions hereof and the has been duly authorized to do so; (d) Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Holder shall not be subject to bound by any indemnification claim with respect the extent made after the date that is two modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Holder, Seller and Buyer; (2e) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made except as otherwise provided in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”Section 4.4(b), Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the amount part of Escrow Holder arising out of or in connection with its acceptance of, or the indemnification performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim included or liability arising out of or relating to this Agreement; (f) each of Seller and Buyer hereby releases Escrow Holder from any act done or omitted to be done by Escrow Holder in good faith in the Claim Notice provided by the Purchaser Representative under Article VI performance of its duties hereunder; and the Purchaser Share Price as of the (g) Escrow Expiration DateHolder may resign upon ten (10) shall remain in the days written notice to Seller and Buyer. If a successor Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Holder is not subject appointed by Seller and Buyer within such ten (10) day period, Escrow Holder may petition a court of competent jurisdiction to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellername a successor.

Escrow. (a) At or prior In the event that it has been finally determined that indemnifiable Damages are owed to any Buyer Indemnified Parties by any Member pursuant to Section 8.1(a), then the Buyer shall have the right, or, to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”extent required by Section 8.5(c), shall enter into an Escrow Agreementfirst be required, effective as to offset the amount thereof against any portion of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Indemnity Escrowed Funds in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property No exercise of, nor failure to exercise, the rights set forth in this Section 8.3 shall serve as the sole source constitute an election of payment for the obligations of the Seller pursuant to Article VI (remedies or limit such Buyer Indemnified Party’s other than for Fraud Claims)rights hereunder. Unless otherwise required by Law, all distributions made from the Escrow Account Such remedy shall be treated by in addition to and not in limitation of any injunctive relief or other rights or remedies to which the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofBuyer or any other Buyer Indemnified Party is or may be entitled under this Agreement (including any exhibits hereto). (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made Promptly after the date that is two the twelve (212) years after month anniversary of the Closing Date (the “Escrow Expiration Release Date”) (but in any event within five (5) Business Days thereafter); provided, however, with respect the Members’ Representative and Buyer shall instruct the Escrow Agent to any indemnification claims made release from the Indemnity Escrowed Funds in accordance with Article VI hereof (including with respect the Escrow Agreement for distribution to the required timing of Claim Notices) that remain unresolved at Members’ Representative (for the time benefit of the Escrow Expiration Date (“Pending Claims”), all or a portion of Members in accordance with each Member’s Pro Rata Percentage) the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsamount, if any, by which the amount then remaining in the Indemnity Escrowed Funds exceeds the aggregate amount of Damages set forth in all notices of claims for indemnification delivered by the Buyer Indemnified Parties in good faith on or prior to the Escrow Release Date in accordance with the provisions of Section 8.2 with respect to indemnifiable claims set forth therein that have not then been fully and not subject finally resolved pursuant to resolved but unpaid claims (a) a written settlement agreement entered into by the Buyer and the Members’ Representative or (b) a final nonappealable decision, order or award issued in favor accordance with Section 11.9, as applicable (each such claim, an “Unresolved Claim”). The amount of an Indemnified Party, any Unresolved Claims shall be transferred reserved and retained as Indemnity Escrowed Funds in accordance with the Escrow Agreement, until such claim has been fully and finally resolved pursuant to (a) a written settlement agreement entered into by the Buyer and the Members’ Representative or (b) a final nonappealable decision, order or award issued in accordance with Section 11.9, as applicable. Promptly following any such full and final resolution of any Unresolved Claim, the Buyer and Members’ Representative shall instruct the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, accordance with the Escrow Agent shall transfer Agreement to release from the Indemnity Escrowed Funds any remaining Escrow Property remaining amounts then retained in the Escrow Account Indemnity Escrowed Funds with respect to such Unresolved Claim as required pursuant to (i) a written settlement agreement entered into by the SellerBuyer and the Members’ Representative or (ii) a final nonappealable decision, order or award issued in accordance with Section 11.9, binding upon the Buyer and the Members’ Representative with respect to such Unresolved Claim.

Escrow. (a) At or prior to the First Closing, Pubco, the Purchaser Representative, the Seller Shareholder Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeSecond Closing, in substantially the form and substance reasonably satisfactory to the Purchaser and the Seller attached hereto as Exhibit E (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue cause to be delivered to the Escrow Agent on at the Second Closing Date, a number of shares Exchange Shares (each valued at the lower of (i) the Redemption Price and the (ii) PIPE Price) equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Base Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the (which Escrow Shares (together would have otherwise been deliverable to the Major Shareholders at the Second Closing), with the Escrow Shares, the “along with any dividends, distributions and other earnings thereon and other Escrow Property”), to be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as the sole source of payment partial security for the Major Shareholders’ obligations after the Second Closing under Article X and Article XI. The portion of the Seller pursuant to Article VI (other than Exchange Shares that shall be withheld at the Second Closing for Fraud Claims). Unless otherwise required by Law, all distributions made from deposit in the Escrow Account shall be treated by allocated among the Parties as an adjustment Major Shareholders based on their respective Major Shareholder Pro Rata Percentage (such percentage being each such Major Shareholder’s “Escrow Allocation”). For the avoidance of doubt, no Exchange Shares to the Merger Consideration be received by Shareholders other than the Seller pursuant to Article I hereof. (b) The Escrow Property Major Shareholders shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved withheld at the time Second Closing and deposited into the Escrow Account. Each Major Shareholder shall be deemed to be the owner of its Escrow Allocation of the Escrow Expiration Date (“Pending Claims”)Shares and to be entitled to the related dividends, all or a portion distributions and other earnings thereon in respect of its Escrow Allocation of such Escrow Shares upon release from escrow to the Escrow Property reasonably necessary Major Shareholders, subject to satisfy such Pending Claims (as determined based on the amount retention of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI any dividends, distributions and the Purchaser Share Price as of the Escrow Expiration Date) shall remain other earnings thereon in the Escrow Account until such time as such Pending Claim disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Major Shareholder shall have been finally resolved and paid pursuant the right to vote its Escrow Allocation of such Escrow Shares during the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining time held in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the as Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At To secure the indemnification obligations of Sellers under this Agreement, Buyer, Sellers and ▇▇ ▇▇▇▇▇▇ Chase Bank, National Association, as Escrow Agent, or prior any other Person willing to the Closing, the Purchaser Representative, the Seller Representative and a third-party act as escrow agent mutually acceptable agreeable to the Purchaser Sellers’ Representative and the Seller, as escrow agent Buyer (the “Escrow Agent”), at Closing shall enter into an Escrow Agreement, effective Agreement substantially in the form attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A (the “Escrow Agreement”). At the Closing, pursuant to which Buyer shall deposit the Purchaser shall issue to Escrow Shares with the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), held in a segregated escrow an account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and pursuant to the terms of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant Except with respect to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made amounts that have been previously paid from the Escrow Account shall be treated by the Parties as an adjustment to Buyer pursuant to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim joint written instruction of Sellers and Buyer, and except with respect the extent to indemnity claims duly made after the date that is two (2) years after the Closing Date in accordance with ARTICLE 11 on or before March 31, 2010 (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending ClaimsPeriod”), all or a portion Escrow Shares shall be distributed to Sellers in accordance with the Escrow Agreement within ten (10) Business Days after the expiration of the Escrow Property reasonably necessary Period. If any indemnification claim pursuant to satisfy ARTICLE 11 is satisfied from the Escrow Account, the Escrow Shares shall be valued at the average closing price of such Pending Claims (as determined based shares on the amount of New York Stock Exchange for the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant ten trading days immediately prior to the provisions disbursal of Article VI. After the such Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred Shares by the Escrow Agent to any Buyer Indemnified Person.” 7. Section 2.5(b)(iii) of the SellerAgreement is deleted in its entirety and replaced with the following: “(iii) (1) the Estimated Excess Indebtedness minus (2) the Actual Excess Indebtedness; plus” 8. Promptly after Immediately following Section 2.8 of the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, Agreement the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.following Section 2.9 is added:

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares, which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 8). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 8, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Seller.vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend:

Escrow. (a) At or prior to As the sole remedy for the indemnity obligations set forth in Article VII, at the Closing, each Person receiving Merger Shares shall deposit in escrow, to be held for the Purchaser Representativeperiod ending on the thirtieth day after the date that Parent is required to file its Annual Report on Form 10-K for the year ended December 31, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent 2007 (the “Indemnity Escrow AgentPeriod”) and for such further period as may be required pursuant to the Escrow Agreement referred to below, ten percent (10%) of the Merger Shares received by such Person (the “Indemnity Escrow Shares”), which shares shall enter into an Escrow Agreementbe allocated among the Persons entitled to receive them in the same proportions as the shares of Parent Common Stock are allocated among them, effective as all in accordance with the terms and conditions of the Effective TimeEscrow Agreement to be entered into at the Closing between Parent, the Representatives referred to in Section 1.14(b) and Continental, as Escrow Agent, substantially in the form and substance reasonably satisfactory to the Purchaser and the Seller annexed hereto as Exhibit C (the “Escrow Agreement”). (b) If, at the Effective Time, holders of Company Capital Stock have properly exercised rights under the CGCL with respect to Dissenting Shares (as defined in Section 1.17(b)), to provide a fund for reimbursement to Parent for payments made by Parent or the Company with respect to Dissenting Shares pursuant to which the Purchaser Section 1.17(c), each Person receiving Merger Shares shall issue deposit in escrow, to the Escrow Agent on the Closing Datebe held until all claims by Dissenters with respect to Dissenting Shares are finally resolved, a such number of shares equal Merger Shares as Parent shall reasonably determine is sufficient to five provide for such reimbursement, not to exceed ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration Shares received by such Person (all of the foregoing“Reimbursement Escrow Shares” and, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Indemnity Escrow Shares, the “Escrow PropertyShares”), which shares shall be allocated among the Persons entitled to receive them in a segregated escrow account (the “Escrow Account”) and disbursed therefrom same proportions as the shares of Parent Common Stock are allocated among them, all in accordance with Article VI hereof the terms and conditions of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. At the Effective Time, ten percent (a10%) At of the Merger ------ Shares and instruments or prior other documentation representing Stock Options to purchase ten percent (10%) of the ClosingOption Shares and Warrants to purchase ten percent (10%) of the Warrant Shares (collectively, the Purchaser Representative, the Seller Representative "Escrow Shares") shall be delivered to State Street Bank and a third-party escrow agent mutually acceptable to the Purchaser and the SellerTrust Company, as escrow agent (the “"Escrow Agent”), Agent ") to be held for a period ending on the first anniversary of -41- the Closing Date. Parent may make a claim for any Losses indemnified hereunder until the first anniversary of the Closing Date. The Escrow Shares shall enter into be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit D. Except with respect to claims based on fraud --------- committed by the Company or any Holder which are not limited, effective as if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against each of the Effective TimeHolders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the Company or the Holders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto or any breach or nonfulfillment of, in form and substance reasonably satisfactory or any failure to perform, any of the covenants or undertakings of the Company (which covenants, agreements or undertakings were to be performed or complied with on or prior to the Purchaser and consummation of the Seller (Merger) or the “Escrow Agreement”), Holders which are contained in or made pursuant to which this Agreement or the Purchaser Letter of Transmittal shall issue be against such Holder's pro rata share of the Merger Shares, Option Shares and Warrant Shares held in escrow pursuant to the Escrow Agent on Agreement. In lieu of depositing shares in escrow, within thirty days after the Closing, any Holder of the Company Stock may post a bond reasonably acceptable to Parent equal in value to the value (determined by reference to the Closing Date, a number of shares equal to five percent (5%Market Price) of each such Holder's pro rata portion of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, in which event, upon posting such bond, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a Holder's allocable portion of the Escrow Property reasonably necessary Shares shall be delivered to satisfy such Pending Claims (as determined based on it. Notwithstanding anything herein to the contrary, the Holders shall have no liability for indemnification pursuant to this Article XI until the aggregate Losses to the Parent and the Company exceed $75,000, at which point each Holder shall be liable only for his or its pro rata share of the amount of the indemnification claim included such Losses in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as excess of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller$75,000.

Escrow. (a) At or prior to Buyer and Sellers agree that at the Closing, Buyer will wire transfer to a certain escrow account to be established by the Purchaser Representative, parties (the Seller Representative and a third-party “Escrow Account”) with an escrow agent mutually acceptable to the Purchaser Buyer and the Seller, as escrow agent Sellers’ Representative (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) $200,000 of the Effective TimeClosing Cash Payment (the “Escrow Amount”). The Escrow Amount will be held, administered and distributed by the Escrow Agent in an interest bearing account in accordance with the terms and subject to the conditions of an escrow agreement to be entered into by Buyer, the Sellers’ Representative and the Escrow Agent at the Closing and in form and substance reasonably satisfactory to the Purchaser Buyer and the Seller Sellers’ Representative (the “Escrow Agreement”), which Escrow Agreement will contain customary terms and conditions and will provide for the release of one half of the Escrow Amount 12 months following Closing (less any paid or pending indemnification claims), with the remainder of the Escrow Amount (less any pending indemnification claims) released 18 months after Closing. (a) If at any time one or more indemnification claims have been asserted in good faith by Buyer (on its own behalf or on behalf of any other Buyer Indemnitee) against Sellers pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number Section 7.02 of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stockthis Agreement, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions if Gold’s proportionate liability with respect to such shares or into which indemnity claim exceeds the sum of the amounts then held in the Escrow Account, if any (any such shares are exchanged or converted, excess being referred to as the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertySetoff Amount”), in Buyer shall give Gold written notice thereof (a segregated escrow account (“Set-Off Notice”), which Set-Off Notice shall set forth the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and Setoff Amount. If Buyer delivers a Set-Off Notice, the Escrow Agreement. The Escrow Property shall serve as the sole source unpaid amount of payment for the obligations of the Seller any Gold Contingent Payment that has been earned by Gold but not yet paid pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account Section 2.03(a)(i)(B) shall be treated reduced by the Parties as an adjustment to the Merger Consideration received by the Seller Set-Off Amount set forth in such Set-Off Notice. If Buyer shall assert a good faith claim against any portion of a Gold Contingent Payment for set-off pursuant to Article I hereof. (bthis Section 2.06(b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including which a final determination of liability shall not have been made, Buyer shall pay to Gold the Setoff Amount with respect to the required timing such claim, or any portion thereof that is in excess of Claim Notices) that remain unresolved Gold’s liability with respect to such claim, at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved a final determination of liability is made by a court of competent jurisdiction or as otherwise agreed by Gold and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerBuyer.

Escrow. (a) At or prior to the Closing, The Indemnity Escrow Amount shall be used solely in connection with claims for indemnification made by the Purchaser RepresentativeIndemnified Parties pursuant to Section 7.2, other than Tax Indemnity Claims. On the Seller Representative and a third12-party escrow agent mutually acceptable to month anniversary of the Purchaser and the Seller, as escrow agent Closing Date (the “Indemnity Escrow AgentRelease Date”), the parties shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to direct the Escrow Agent to release to PI a portion of the Indemnity Escrow Amount equal to the excess, if any, of (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the aggregate amount of Losses specified in any then unresolved good faith indemnification claims, other than Tax Indemnity Claims, made by Purchasers pursuant to Section 7.2. To the extent that, on the Closing Indemnity Escrow Release Date, a number any amount has been reserved and withheld from distribution from the Indemnity Escrow Amount on such date on account of shares equal such an unresolved claim for indemnification and, subsequent to five percent (5%) of each of the shares of Indemnity Escrow Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (i) Purchaser Common Stockto Purchasers the amount of Losses, if any, due in respect of such claim as finally determined and (ii) Series A Preferred Stockto PI an amount equal to the excess, and (iii) Series B Preferred Stock to be transferred as part if any, of the Merger Consideration (all amount theretofore reserved and withheld from distribution in respect of such claim over the foregoingpayment, collectivelyif any, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller made pursuant to Article VI the foregoing clause (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofi) of this sentence. (b) The Tax Indemnity Escrow Property Amount shall not be subject used solely in connection with claims for indemnification made by the Purchaser Indemnified Parties pursuant to any indemnification claim Section pursuant to Section 7.2(a) with respect to a breach of the representations and warranties in Section 2.2(q) or pursuant to Section 7.2(c) (collectively,“Tax Indemnity Claims”). On that date (the “Tax Escrow Release Date”) that is 30 days after the later to occur of (i) the expiration of the statute of limitations or normal reassessment period under applicable Canadian federal income tax law, as the case may be, with respect to the Canadian federal income Tax Return filed by PPSS with respect to its taxable year ending on the Closing Date or (ii) the expiration of the statute of limitations with respect to the United States federal income Tax Return filed by PPSS Georgia with respect to its taxable year ended March 31, 2007, the parties shall direct the Escrow Agent to release to PI a portion of the Tax Indemnity Escrow Amount equal to the excess, if any, of (x) the aggregate remaining amount of the Tax Indemnity Escrow Amount, less (y) the aggregate amount of Losses specified in any then unresolved good faith Tax Indemnity Claims. To the extent that, on the Tax Escrow Release Date, any amount has been reserved and withheld from distribution from the Tax Indemnity Escrow Amount on such date on account of such an unresolved claim for indemnification and, subsequent to the Tax Escrow Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (i) to Purchasers the amount of Losses, if any, due in respect of such claim as finally determined and (ii) to PI an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made after pursuant to the date foregoing clause (i) of this sentence. (c) The Umbrella Indemnity Escrow Amount shall be used solely in connection with (A) Tax Indemnity Claims to the extent that the then remaining Tax Indemnity Escrow Amount is two not sufficient to satisfy any Tax Indemnity Claims and (2B) years after claims for indemnification made by the Purchaser Indemnified Parties pursuant to Section 7.2 (other than with respect to breaches of representations and warranties which are not Fundamental Representations) to the extent that the then remaining Indemnity Escrow Amount is not sufficient to satisfy any such claim (collectively, “Umbrella Indemnity Claims”). On the 36-month anniversary of the Closing Date (the “the“Umbrella Escrow Expiration Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of parties shall direct the Escrow Expiration Date (“Pending Claims”), all or Agent to release to PI a portion of the Umbrella Indemnity Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Amount equal to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsexcess, if any, of (x) the aggregate remaining amount of the Umbrella Indemnity Escrow Amount, less (y) the aggregate amount of Losses specified in any then unresolved good faith Umbrella Indemnity Claims. To the extent that, on the Umbrella Escrow Release Date, any amount has been reserved and not subject withheld from distribution from the Umbrella Indemnity Escrow Amount on such date on account of such an unresolved claim for indemnification and, subsequent to resolved but unpaid claims in favor of an Indemnified Partythe Umbrella Escrow Release Date, such claim is resolved, the parties shall be transferred by immediately direct the Escrow Agent to release (i) to Purchasers the Seller. Promptly after the final resolution amount of all Pending Claims Losses, if any, due in respect of such claim as finally determined and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account (ii) to PI an amount equal to the Sellerexcess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing clause (i) of this sentence. (d) The Parties hereto agree that, for U.S and Canadian federal, provincial and state income tax purposes, any income earned on or derived from the Indemnity Escrow Amount or the Tax Indemnity Escrow Amount shall be allocated to PI and all such accrued income will be released to PI on a quarterly basis.