Common use of Escrow Clause in Contracts

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Concurrently with the faithful performance of the terms execution of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionAgreement, the Purchaser hereby pledges parties shall establish an escrow account (the “Escrow Account”) pursuant to an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”) by and delivers for deposit with the [Chief Financial Officer] of among Seller, the Company, or such other person designated by ▇▇▇▇ Capital Partners, LLC (“RCP”) and ▇▇▇▇▇ Fargo Bank, N.A. (the Company, as escrow agent in this transaction ("“Escrow Agent"”), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction Upon the Escrow Agent is directed execution of this Agreement: (i) to date Seller will deposit into the stock assignment necessary for Escrow Account this Agreement and the transfer in questionEscrow Agreement, each duly and validly executed by Seller. (ii) to fill Each Purchaser will deposit into the Escrow Account: (A) this Agreement, the Registration Rights Agreement, the Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the number form of shares being transferredExhibit A attached to the Registration Rights Agreement and the Escrow Agreement, each duly and validly executed by such Purchaser; and (B) each Purchaser’s Investment Amount for the Seller Shares set forth on the signature page of this Agreement executed by such Purchaser; and (iii) to deliver such assignmentThe Company will deposit into the Escrow Account this Agreement, together with the certificate evidencing Registration Rights Agreement and the Shares to be transferredEscrow Agreement, to each duly and validly executed by the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionCompany. (c) Upon the execution of this Agreement, Seller will deliver to the Company’s transfer agent (the “Transfer Agent”) certificates representing the Seller Shares it will be selling to each Purchaser irrevocably authorizes at the Closing, together with such other documents (including applicable conversion and exercise notices, which may be made contingent on the closing of the transactions contemplated hereby) as the Company and the Transfer Agent may require to deposit effect the transfer of such shares to the name of the Purchasers, including executed stock powers with signatures guaranteed by a national bank or member firm of the New York Stock Exchange and directions for the Transfer Agent to effect such transfer. Subject to Section 1.3(a) below, the Company will instruct the Transfer Agent to issue new Certificates (as defined below) representing the shares to be purchased by each Purchaser and registered in the name of each such Purchaser, and the Company will instruct the Transfer Agent to (i) deliver such Certificates to the Escrow Agent, who will release such Certificates to the Purchasers at the Closing in accordance with the Escrow Agent any certificates evidencing the Shares Agreement, or (ii) otherwise make arrangements acceptable to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. each Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term delivery of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject Certificates to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionPurchasers. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Concurrently with the faithful performance of the terms execution and delivery of this Agreement Agreement, Parent and to insure the availability for delivery of Purchaser's Shares upon exercise of Company have entered into an escrow agreement, in the Repurchase Optionform attached hereto as Exhibit F (the “Escrow Agreement”), the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the CompanyWilmington Trust, or such other person designated by the CompanyNational Association, as escrow agent in this transaction ("the “Escrow Agent"”), two stock assignments duly endorsed pursuant to which, among other things, Parent shall (with date and number of shares blanki) together concurrently with the certificate execution and delivery of this Agreement, deposit an amount in cash equal to $10,000,000 into a segregated escrow account established by the Escrow Agent (the “Escrow Account”) and (ii) subsequent to the execution and delivery of this Agreement, deposit amounts in cash into the Escrow Account such that, on or certificates evidencing before 5:00 p.m. Central Time on January 23, 2024, the Shares. Such documents aggregate funds contained in the Escrow Account as of such time is equal to $20,000,000 (the “Full Escrow Funding”), in each case, for the purpose of funding Parent’s obligations under this Agreement, including Section 8.3(b)(iv). (b) Distributions of funds contained in the Escrow Account (the “Escrow Funds”) shall occur as follows: (i) if the Effective Time occurs and the transactions contemplated hereby are consummated in accordance with the terms hereof, Parent and the Company shall deliver join written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Escrow Funds, by wire transfer of immediately available funds to the account(s) designated in such instructions, to the Paying Agent for the inclusion of such Escrow Funds in the Payment Fund (and, for the avoidance of doubt, the Escrow Funds will be deemed to be a part of the Payment Fund upon receipt by the Paying Agent); (ii) if this Agreement is terminated in accordance with the terms hereof the Company is entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), then the Company and Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Escrow Funds, by wire transfer of immediately available funds to the account(s) designated in such instructions, to the Company in satisfaction of Parent’s obligations under Section 8.3(b)(iv); and (iii) if this Agreement is terminated in accordance with the terms hereof and the Company is not entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), then the Company and Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Escrow Funds, by wire transfer of immediately available funds to the account(s) designated in such instructions, to Parent (or its designee). (c) The Escrow Funds shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined hereinAgreement. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities Distributions of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company Funds shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth made as provided in this Section 7 8.4 and does not otherwise become a party to this the Escrow Agreement.

Escrow. As (i) Notwithstanding the provisions of Section 2.6(a), as security for the faithful performance certain of the terms indemnification obligations of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants set forth in this Agreement and the other Transaction Documents, Parent shall retain from the Merger Consideration otherwise deliverable pursuant to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"Section 2.6(a), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) an amount of cash equal to date Fifteen Million Dollars ($15,000,000) (the stock assignment necessary for the transfer in question“Indemnification Escrow Amount”), (ii) an amount of cash equal to fill in One Million Two Hundred Thousand Dollars ($1,200,000) (the number of shares being transferred“Adjustment Escrow Amount”), and (iii) an amount of cash equal to deliver such assignmentOne Million Dollars ($1,000,000) (the “Identified Matters Escrow Amount”, together and collectively with the certificate evidencing Indemnification Escrow Amount, the Shares Adjustment Escrow Amount and, if applicable pursuant to Section 7.16, the JV Buyout Escrow Amount, the “Escrow Amount”), and shall deposit such amounts at Closing into an account or accounts (the “Escrow Account”) with U.S. Bank, N.A. (the “Escrow Agent”). The Escrow Amount shall be transferred, released to the Company against Parties according to the delivery terms and conditions of an escrow agreement dated as of the purchase price for Closing Date by and among the number of shares of stock being purchased pursuant to Escrow Agent, Parent and the exercise Stockholder Representative on behalf of the Repurchase OptionExecuting Stockholders, the Executing Option Holders and Non-Owner Participants, in a reasonable form mutually agreed upon in good faith by the Escrow Agent, Parent and the Stockholder Representative (the “Escrow Agreement”). (cii) Purchaser irrevocably authorizes An amount equal to Five Million Dollars ($5,000,000) (the Company “Documentation Escrow Amount”) shall be allocated from the Indemnification Escrow Amount to deposit address Losses of Parent Indemnified Parties that result from a Target Entity’s failure to comply with Legal Requirements regarding patient medical record documentation prior to Closing (“Documentation Matters”); provided, however, that nothing contained herein shall prevent a Parent Indemnified Party’s recovery from the Indemnification Escrow Agent any certificates evidencing the Shares Amount in respect of indemnification claims made pursuant to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedArticle IX. (diii) Upon written request Eighteen (18) months following the Closing Date, the then-remaining balance of the PurchaserIndemnification Escrow Amount, but no more than once per calendar yearless the Documentation Escrow Amount, unless shall be released to the Repurchase Option has been exercisedStockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then Executing Option Holders and Non-Owner Participants, subject to the Repurchase Optionterms and conditions as set forth in the Escrow Agreement. (iv) Thirty-six (36) months following the Closing Date, the then-remaining balance of the Documentation Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (v) Upon the earlier of (A) five (5) years following the Closing Date or (B) the final resolution and settlement of all matters and Actions related to the Identified Matters, the then-remaining balance of the Identified Matters Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (vi) On the Adjustment Payment Date, the then-remaining balance of the Adjustment Escrow Amount (after deducting the net amount, if any, that is payable to Parent pursuant to Section 2.7(b)) shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (vii) If applicable, the then-remaining balance of the JV Buyout Escrow Amount shall be paid or released in accordance with Section 7.16, subject to the terms and conditions as set forth in the Escrow Agreement. (viii) When paid in accordance with Section 2.6(c)(iv), Parent shall be deemed to have contributed on behalf of each Executing Stockholder, each Executing Option Holder and each Non-Owner Participant, each such Person’s Pro Rata Share of the Escrow Account. Within 180 days after cessation Notwithstanding anything herein to the contrary, any such amounts payable from the Escrow Account and any amounts payable from the Stockholder Representative Reserve to or for the benefit of Purchaser's continuous employment an Executing Stockholder, Executing Option Holder or Non-Owner Participant who is employed by a Target Entity prior to or following the Closing Date shall be paid to the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In pay the absence of such appointmentapplicable recipient the amount to which he or she is entitled (less any applicable withholding taxes, the President of which the Company shall be remit to the applicable Governmental Authority) as soon as practicable (but in no event later than the Company’s next payroll date after the date of the release from the Escrow AgentAccount or Stockholder Representative Reserve, as applicable) through the Company’s payroll. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms of this Agreement (a) The Escrow Deposit and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges Additional Escrow Deposit shall be commingled and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held deposited by the Escrow Agent and delivered in an interest-bearing, attorney trust account in a bank reasonably selected by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase be maintained and disbursed in accordance with the terms provisions hereof. If, prior to expiration of the Inspection Period, as such notice. (bterm is defined in paragraph 7(a) In connection with such transaction of this Agreement, the Escrow Agent receives the Inspection Termination together with the Inspection Report(s), as such terms are defined in paragraph 7(a) of this Agreement, then within five (5) days of receipt thereof, the Escrow Agent shall refund the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the interest accrued thereon, to the Buyer. If, upon expiration of the Inspection Period, as such term is directed (idefined in paragraph 7(a) of this Agreement, the Escrow Agent has not received the Inspection Termination and/or Inspection Report(s) then and in that event, the Escrow Agent shall continue to date hold the stock assignment necessary Escrow Deposit and Additional Escrow Deposit in escrow for the transfer benefit of the Seller, subject to the right of the Buyer to have the Escrow Deposit and Additional Escrow Deposit returned to the Buyer, only if, prior to expiration of the Environment Due Diligence Period, as defined in questionparagraph 7(b) of this Agreement, (iior Extended Environmental Due Diligence Period, if applicable, as defined in paragraph 7(b)(i) to fill in of this Agreement, the number of shares being transferred, and (iii) to deliver such assignmentEscrow Agent has received the Environmental Termination, together with the certificate evidencing the Shares Environmental Certification and Environmental Study (all as defined in paragrpah 7(b) of this Agreement). If, prior to be transferred, to the Company against the delivery expiration of the purchase price for the number of shares of stock being purchased pursuant Environmental Due Diligence Period, or prior to the exercise expiration of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the PurchaserExtended Environmental Due Diligence Period, but no more than once per calendar year, unless the Repurchase Option has been exercisedif applicable, the Escrow Agent will deliver to Purchaser a certificate receives the (Final) Environmental Certification, (Final) Environmental Study and the (Final) Environmental Termination as defined in paragraph 7(b) or certificates representing so many 7(b)(i), if applicable, of the Shares as are not this Agreement, then subject to the Repurchase Option. Within 180 within five (5) days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Companyreceipt thereof, the Escrow Agent will deliver to Purchaser a certificate or certificates representing shall refund the aggregate number of Shares sold pursuant to this Agreement Escrow Deposit and not repurchased by the Company or its assignees pursuant to exercise Additional Deposit together with one-half (1/2) of the Repurchase Option. (e) If at interest accrued thereon to the time Buyer. If, upon expiration of termination of this escrow the Environmental Due Diligence Period or Extended Environmental Due Diligence Period, the Escrow Agent has in his possession any documentsnot received the Inspection Termination together with the Inspection Reports, securities, then within five (5) days after expiration of the Environmental Due Diligence Period or other property belonging to Purchaserthe Extended Environmental Due Diligence Period, the Escrow Agent shall deliver such property the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the interest accrued thereon to Purchaser and be discharged of all further obligations hereunderthe Seller. (fb) The responsibilities Without the consent of the Buyer and Seller, the Escrow Agent shall not release the Escrow Deposit to any party. In the event that any party requests in writing that the Escrow Agent deliver the Escrow Deposit and/or the Additional Escrow Deposit to such party, the Escrow Agent shall make a written request for the consent of the other party and in such written request notify such party that unless an objection is made in writing to the release of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer Deposit and/or the Additional Escrow Deposit, within ten (10) days of the Company non-consenting party's receipt of such notice, the Escrow Deposit and/or the Additional Escrow Deposit will be released to the party requesting the Escrow Deposit and/or Additional Escrow Deposit. If the Escrow Agent receives a written objection to the release of the Escrow Deposit and/or the Additional Escrow Deposit, the Escrow Agent shall make no disbursement of the Escrow Deposit and/or the Additional Escrow Deposit until so authorized in a writing, signed by both the Buyer and Seller or if he by a final non-appealable order of a court of competent jurisdiction, and in either of such events, Escrow Agent shall resign then disburse the Escrow Deposit and/or the Additional Escrow Deposit in accordance with the notice or the order, as applicable. No fee or other charges shall be payable to Escrow Agent by written notice the Buyer unless an interpleader is filed by Escrow Agent, in which event Buyer shall pay such fees as directed by the Court. Escrow Agent shall not be liable to each partyeither party hereunder for any act undertaken in good faith and without fraud or gross negligence on its part. The parties acknowledge that the Escrow Agent is acting in this capacity solely as a stakeholder for the convenience of the parties. In the event of any such termination or resignationconflict, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise Agent may institute an interpleader action with respect to the delivery, ownership, or right of possession of Escrow Deposit and/or the Shares held by Additional Escrow Deposit. The parties acknowledge and agree that notwithstanding the Escrow Agent hereunderAgent's role as Escrow Agent, that the Escrow Agent is authorized counsel to retain without liability the Seller and may continue to anyone all or be counsel to the Seller in the event of any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final orderdispute, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but including litigation relating to the Escrow Agent shall be under no duty whatsoever Deposit and/or Additional Deposit or relating to institute or defend such proceedingsany other matter. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for At the faithful performance of Closing, PEGC I OP shall cause the terms of this Agreement and Escrowed Consideration to insure be deposited into an escrow account (the availability for delivery of Purchaser's Shares upon exercise of “Escrow Account”) established pursuant to the Repurchase OptionEscrow Agreement, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are Escrowed Consideration to be held by in the Escrow Agent Account as a source of funds for any amounts owing to any PEGC I Indemnitees under (and delivered by the Escrow Agent pursuant subject to the following instructions of the Company limitations in) Article X and the Purchaser:Section 8.01(a). (a) In On the event the Company and/or any assignee first (1st) anniversary of the Company exercises Closing Date (the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser“Termination Date”), the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. PELP (f) The responsibilities for the benefit of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (gContributors) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares all OP Units then held by the Escrow Agent hereunderin the Escrow Account in excess of the Statute of Limitations Escrow Amount and (b) on the date that is thirty (30) days after the expiration of the applicable statute of limitations for the representations and warranties relating to Taxes contained in Section 3.15 and Section 3.25 (the “Statute of Limitations Termination Date”), the Escrow Agent is authorized shall deliver to retain without liability PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in the Escrow Account; provided, however, that if prior to anyone the Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment portion of the arbitratorOP Units then remaining in the Escrow Account are subject to claims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date (including any potential Third-Party Claim referred to in Section 10.05, if whether or not such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) upon the Termination Date shall be equal to the number of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). If at any time after the Termination Date or Statute of Limitations Termination Date, as applicable, or the number of OP Units then held by the Escrow Agent in the Escrow Account exceeds the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number), the Contributors’ Representative and PEGC I OP shall execute and deliver a court certificate requesting the Escrow Agent to deliver such excess number of competent jurisdiction after OP Units to PELP (for the time for appeal has expired benefit of the Contributors) and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever deliver to institute or defend such proceedings. PELP (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose benefit of executing the instructions set forth in this Section 7 and does not otherwise become a party to this AgreementContributors) such excess number of OP Units.

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth: A. The Escrow Agent shall deposit the Escrow Deposit in treasury bills, treasury backed repurchase agreements or as otherwise directed in writing by Sellers and delivered by Buyer. B. The Escrow Agent shall not commingle the Deposit with any other funds of the Escrow Agent pursuant to the following instructions or others and shall promptly advise Buyer and Sellers of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with any bank account in which the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionEscrow Deposit has been deposited. (c) Purchaser irrevocably authorizes C. If the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to Closing takes place under this Agreement and not repurchased by (the Company or its assignees pursuant to exercise of "Closing"), then, on the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserClosing Date, the Escrow Agent shall deliver the Deposit to, or upon the instructions of, Sellers. In such property to Purchaser and event, any interest earned on the Escrow Deposit shall be discharged credited against the Balance of all further obligations the Purchase Price due from Buyer hereunder. (f) The responsibilities D. If this Agreement is terminated in accordance with the terms hereof, then the Escrow Agent shall pay the Deposit to, or upon the instructions of, the party entitled thereto in accordance with the provisions of this Agreement. E. If the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, then the Escrow Agent shall pay the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. F. It is agreed that the duties of the Escrow Agent hereunder are only as herein specifically provided, and, subject to the provisions of subparagraph G below, are purely ministerial in nature, and that the Escrow Agent shall terminate if he shall cease incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. Sellers and Buyer each release the Escrow Agent from any act done or omitted to be Chief Financial Officer done by the Escrow Agent in good faith in the performance of its duties hereunder. Each of the Company Sellers and Buyer jointly and severally agrees to indemnify and hold the Escrow Agent harmless from any and all costs, expenses, claims or if he shall resign actions which may be incurred or asserted by written notice or against the Escrow Agent, including without limitation claims or actions by any of them (except to each partythe extent resulting from the Escrow Agent's willful misconduct or gross negligence). G. The Escrow Agent is acting as a stakeholder only with respect to the Deposit. In If there is any dispute as to whether the event of any such termination Escrow Agent is obligated to deliver the Escrow Deposit or resignationinterest earned thereon or as to the party whom said Escrow Deposit and interest earned thereon is to be delivered, the Company Escrow Agent shall appoint a successor not make any delivery, but in such event the Escrow Agent. In Agent shall hold same until receipt by the Escrow Agent of an authorization in writing, signed by all the parties having interest in such dispute, directing the disposition of same, or in the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by auth- orization the Escrow Agent hereundershall hold the Deposit 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 of the Closing Date and diligently continued, the Escrow Agent may, but is authorized not required to, bring an appropriate action or proceeding for leave to retain deposit the Deposit in court pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without liability limitation, reasonable attorneys' fees and disbursements, by the party determined not to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment be entitled to the Deposit. Upon making delivery of the arbitratorDeposit in the manner herein provided, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under have no duty whatsoever to institute or defend such proceedingsfurther liability hereunder. (h) By signing H. The Escrow Agent has executed this Agreement, Agreement in order to confirm that the Escrow Agent becomes a party hereto only for will hold the purpose of executing Deposit in escrow, pursuant to the instructions set forth in this Section 7 and does not otherwise become a party to this Agreementprovisions hereof.

Escrow. (a) As security the sole and exclusive remedy for Parent and the Parent Indemnities (as defined in Section 7.1 below) with respect to any and all claims for money damages arising out of or relating to this Agreement that are made after the Closing, at the Closing, the Persons receiving shares of Parent Common Stock to be issued as a result of the Merger shall deposit in escrow, to be held for the faithful performance period beginning on the Closing Date and ending on the thirtieth day after the date that Parent files its Annual Report on Form 10-K for the year ended December 31, 2007 (the "Indemnity Escrow Period") and for such further period as may be required pursuant to the Escrow Agreement referred to below, ten percent (10%) of the terms of this Agreement and to insure Closing Date Shares received by such Persons (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Indemnity Escrow AgentShares"), two stock assignments duly endorsed (with date and number which shares shall be allocated among the Persons entitled to receive them in the same proportions as the shares of shares blank) together with the certificate or certificates evidencing the Shares. Such documents Parent Common Stock are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Optionallocated among them, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase all in accordance with the terms and conditions of such notice.the Escrow Agreement to be entered into at the Closing between Parent, the Representative referred to in Section 1.14(b) and Continental Stock Transfer & Trust Company ("Continental"), as Escrow Agent, in the form annexed hereto as Exhibit C (the "Escrow Agreement"); and (b) In connection with such transaction To effectuate the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, adjustments to the Company against Aggregate Parent Common Stock Number described in clauses (A) through (B), inclusive, of Section 1.5(b)(ii), at the delivery of the purchase price for the number of shares of stock being purchased Closing each Effective Time Holder shall deposit its Adjustment Escrow Shares in escrow pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares Agreement, to be held by and distributed in accordance with the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities provisions of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (i) On the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing Date, the Purchaser hereby pledges and delivers for Parent shall deposit with the [Chief Financial Officer] of Escrow Agent the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are Amount to be held by the Escrow Agent in escrow and delivered distributed by the Escrow Agent pursuant to the following instructions terms and conditions of the Company and the Purchaser:Escrow Agreement. The Escrow Amount shall consist of an amount equal to $6,000,000 to satisfy Parent Losses, if any, pursuant to Article VII hereof. (aii) In On the event date which is twelve (12) months after the Company and/or any assignee of Closing Date (or if such date is not a Business Day, the Company exercises immediately following Business Day) (the Repurchase Option“Indemnification Escrow Termination Date”), Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent shall release to execute the transaction contemplated Paying Agent, on behalf of each former Stockholder and Option Holder, an aggregate amount, if any, equal to (x) the remainder of the Escrow Amount minus (y) the Unresolved Claim Amount as of such date, it being understood and agreed that if the amount described in clause (y) equals or exceeds the amount set forth in clause (x), then there would be no release of funds from the Escrow Amount at the Indemnification Escrow Termination Date. The escrow fund shall terminate as of the Indemnification Escrow Termination Date except to the extent that there are amounts withheld pursuant to the preceding sentence for Unresolved Claim Amounts (and the escrow shall continue with respect to such withheld amount), and such withheld amount (or the applicable portion thereof) shall either be paid to the applicable Parent Indemnified Party or paid to the Paying Agent (on behalf of the former Stockholders and Option Holders), as applicable, in each case pursuant to a joint instruction letter executed by notice Parent and the Stockholder Representative upon final resolution of repurchase each such Claim in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionArticle VII hereof. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (i) Simultaneously with the execution and delivery of this Agreement by a Purchaser, except as set forth in Schedule 2.1(d), such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the “Aggregate Purchase Price (Subscription Amount)” on such Purchaser’s signature page affixed hereto and opposite such Purchaser’s name thereon, to be paid to a non-interest bearing escrow account of the Escrow Agent set forth on Exhibit H attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (I) the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (II) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company, Whitehall and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (I) the Placement Agent Fee to the Placement Agent, (II) the fees and expenses of counsel to the Placement Agent, to such counsel, and (III) the balance of the aggregate purchase price to the Company. (iii) The Company, Whitehall and the Purchasers acknowledge and agree for the faithful benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (I) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (II) is only responsible for (a) holding the Escrow Amount in escrow pending receipt of written instructions from the Company, Whitehall and the Placement Agent directing the release of the Escrow Amount, and (b) disbursing the Escrow Amount in accordance with the written instructions from the Company, Whitehall and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (a) and (b) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (III) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel; and (vi) shall be authorized to receive from the Escrow Amount, on the applicable Closing Date, its reasonable fees and expenses as counsel to the Placement Agent as set forth in Section 2.1(d)(ii)(B) above. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company, Whitehall and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the terms Escrow Agent Duties, except to the extent such action, claim or proceeding is the result of the fraud, willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to insure the availability for delivery continue acting as legal counsel to such Placement Agent including, without limitation, with regard to any dispute arising out of Purchaser's Shares upon exercise of the Repurchase Optionthis Agreement, the Purchaser hereby pledges and delivers for deposit with other Transaction Documents, the [Chief Financial Officer] Escrow Amount or any other matter. Each of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company Whitehall and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company Purchasers hereby irrevocably authorize and direct expressly consents to permit the Escrow Agent to execute represent the transaction contemplated by notice Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of repurchase in accordance this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the terms of Company, Whitehall and the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such noticeadvice. (bE) In connection with such transaction Escrow Agent shall have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent is directed (iDuties) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number by giving written notice of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, its resignation to the Company against Company, Whitehall and the delivery of the purchase price for the number of shares of stock being purchased pursuant Placement Agent at least ten (10) calendar days prior to the exercise specified effective date of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by such resignation. All obligations of the Escrow Agent hereunder shall cease and any additions terminate on the effective date of its resignation and substitutions its sole responsibility thereafter shall be to said shares as defined herein. Purchaser irrevocably constitutes and appoints hold the Escrow Agent as his attorney-in-fact and agent Amount, for a period of ten (10) calendar days following the term effective date of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated.resignation, at which time, (dI) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has if an independent successor escrow agent shall have been exercised, the Escrow Agent will deliver appointed and have accepted such appointment in a writing to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of Whitehall and the Purchasers, then upon written notice thereof given to the Company, Whitehall, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement Placement Agent, and not repurchased by the Company or its assignees pursuant to exercise each of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserPurchasers, the Escrow Agent shall deliver the Escrow Amount to the independent successor escrow agent, and upon such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of delivery, the Escrow Agent hereunder shall terminate have no further liability or obligation; or (II) if he an independent successor escrow agent shall cease not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to be Chief Financial Officer a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, Whitehall, the Placement Agent and each of the Company Purchasers, or if he shall resign by (B) continue to hold the Escrow Amount in escrow pending written notice direction from the Company, Whitehall and the Placement Agent in form and formality satisfactory to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (gF) It is understood and agreed In the event that should any dispute arise the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the deliveryEscrow Amount or any portion thereunder which, ownershipin its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of possession of the Shares held by such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either Agent’s sole satisfaction by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after jurisdiction, joint written instructions from the time for appeal has expired Company, Whitehall and no appeal has been perfectedthe Placement Agent, but or otherwise. In the event that any controversy arises between the Company, Whitehall and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be under no duty whatsoever required to institute determine the proper resolution of such controversy or defend the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such proceedings. (h) By signing court in accordance with this Agreementprovision, the Escrow Agent becomes a party hereto only for the purpose shall thereupon be relieved of executing the instructions set forth in all further obligations and released from all liability hereunder. (G) The provisions of this Section 7 and does not otherwise become a party to 2.1(d) shall survive any termination of this Agreement.

Escrow. As security for At the faithful performance Closing, the Company shall deposit or cause to be deposited, shares of BE Stock valued at the BE Closing Price in an aggregate amount equal to One Hundred and Twenty (120%) percent of the terms of this Agreement Reference Price, plus an amount equal to Four Million Two Hundred Thousand ($4,200,000) dollars (One Hundred and to insure the availability for delivery of Purchaser's Shares upon exercise Twenty (120%) percent of the Repurchase Optionmaximum Additional Consideration set forth in Section 2.2(b)) ("the Escrowed Shares"), into an escrow account ("Escrow") to be established with an escrow agent (the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated "Escrow Agent") selected by the Company, as reasonably acceptable to the Shareholders, pursuant to an escrow agent agreement, dated the Effective Date, substantially in this transaction the form of Exhibit C-1 (the "Escrow AgentAgreement"). The Escrow Agent will hold the Escrowed Shares as provided by, two stock assignments duly endorsed and in accordance with, the obligations of the Shareholders under Sections 2.2 and 11.2 hereof. The Escrow Agreement shall provide for the distribution of the Escrowed Shares (with date or proceeds from the sale thereof) from the Escrow pursuant to Sections 2.2(a), (b), (c), (d) and number (e), subject to claims of shares blank) together with the certificate Company under Section 11.2 or certificates evidencing reduction in the Initial Consideration under Section 2.2 or reduction in the Additional Consideration under Sections 2.2 and 2.3. Following the initial distribution from Escrow of Escrowed Shares. Such documents are , or proceeds therefrom, pursuant to be held by Section 2.2(a), the Escrow Agent shall hold the remaining Escrowed Shares or proceeds therefrom equal to eight (8%) of the Initial Consideration, plus the maximum amount of the Additional Consideration, subject to further distribution under the Escrow Agreement. Investment earnings on any balances in the Escrow shall accrue to the benefit of the Shareholders and delivered the Company, pro rata to the distributions made under Sections 2.2(a), (b), (c), and (d), and any fees for maintaining the Escrow, shall be paid from the balances in the Escrow, and if either not practical or if necessary paid directly by the Shareholders and the Company, pro rata to the distributions made under Sections 2.2(a), (b), (c), and (d). 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. Any Escrowed Shares released from the Escrow to either the Shareholders, Shareholders' Representative or the Company shall be valued for purposes of satisfying the Total Consideration owing under this Agreement to the Shareholders at the BE Closing Price without reference to the stock's then actual market price. The Company and Shareholders shall be responsible for, as applicable, pro rata based on the distributions made under Sections 2.2(a), (b), (c), and (d), and shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares, as well as any fees and costs of Escrow Agent for maintaining the Escrow. The Shareholders and Company agree that the Escrow Agent pursuant will be instructed to sell the following instructions Escrowed Shares at the earliest opportunity and that the proceeds from the sale thereof shall be substituted in place of the Company and Escrowed Shares. Accordingly, the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser Shareholders and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice and any agents or representatives of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent take any certificates evidencing the and all actions necessary or appropriate, in such Person's sole and absolute discretion, to effect sales of Escrowed Shares to 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 held by the Escrow Agent hereunder directed and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased approved by the Company or its assignees pursuant to exercise of the Repurchase Option. in a written notice (ea "Sale Notice") If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice delivered to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Prior to the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing, the Seller and the Purchaser hereby pledges shall enter into an escrow agreement with a bank or trust company selected by the Purchaser and delivers for reasonably acceptable to the Seller (the “Escrow Agent”) in a form reasonably acceptable to the Purchaser and the Seller (the “Escrow Agreement”). At the Closing, (i) the Purchaser shall deposit an amount in cash equal to $10,000,000 (ten million dollars) (the “Indemnity Escrow Amount”) with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent Escrow Agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (accordance with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are Section 2.7 to be held in an escrow account by the Escrow Agent for the purpose of securing indemnification obligations of the Seller set forth in Article IX (the “Indemnity Escrow Account”) and delivered (ii) the Purchaser shall deposit an amount in cash equal to $25,000,000 (twenty five million dollars) (the “Adjustment Escrow Amount” and, together with the Indemnity Escrow Amount, the “Escrow Amounts”) with the Escrow Agent in accordance with Section 2.7 to be held in an escrow account by the Escrow Agent for the purpose of securing payment obligations of the Seller (if any) with respect to post-closing adjustments as set forth in Section 2.8 (the “Adjustment Escrow Account” and, together with the Indemnity Escrow Account, the “Escrow Accounts”). The Escrowed Cash shall be held by the Escrow Agent pursuant to the following instructions terms of the Company Escrow Agreement. The Escrowed Cash shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Party, and shall be held and disbursed solely for the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser purposes and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticethis Agreement and the Escrow Agreement. (b) In connection Within ten (10) Business Days following the date that is fifteen (15) months after the Closing Date (the “Release Date”), and subject to and in accordance with such transaction the terms of the Escrow Agreement, the Purchaser and the Seller shall deliver a joint written instruction to the Escrow Agent is directed (i) instructing the Escrow Agent to date release to the stock assignment necessary for the transfer in question, (ii) to fill Seller all remaining funds in the number of shares being transferredIndemnity Escrow Account that are not subject to a pending Third Party Claim Notice, Claim Notice or Tax Proceeding described in Section 10.2(b) or Section 10.2(c) (with respect to a Straddle Period) and (iii) to deliver such assignment, together with the certificate evidencing the Shares available to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased distributed pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined hereinAgreement. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise Escrowed Cash with respect to the delivery, ownership, or right of possession of the Shares held by the Adjustment Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent Account shall be under no duty whatsoever to institute released as specified in Section 2.8(d), Section 2.8(e) or defend such proceedingsSection 2.8(g). (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (a) On the Closing Date, Buyer shall deliver to the Escrow Agent (as defined in the Escrow Agreement attached as Exhibit A hereto) a certificate (issued in the name of the Escrow Agent or its nominee) representing (i) the Escrow Shares for the faithful performance purpose of satisfying the terms indemnification obligations set forth in Section 8.1 of this Agreement and to insure the availability purchase price adjustment provisions set forth in Section 1C.1(h) of this Agreement, (ii) the Escrowed Severance Shares for delivery the purpose of Purchaser's satisfying the provisions set forth in Section 1C.1(i) of this Agreement, and (iii) the Reimbursement Shares upon exercise for the purpose of reimbursing the expenses of the Repurchase OptionIndemnification Representative in accordance with the terms of the Escrow Agreement. The Escrow Shares, the Purchaser hereby pledges Escrowed Severance Shares and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to Reimbursement Shares shall be held by the Escrow Agent and delivered by under the Escrow Agent Agreement pursuant to the following instructions of terms thereof. The Escrow Shares, the Company Escrowed Severance Shares and the Purchaser: (a) In Reimbursement Shares together shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser purposes and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticethe Escrow Agreement. (b) In connection with such transaction The adoption and approval of this Agreement and the Transactions by the Company Stockholders shall constitute approval of the Escrow Agent is directed Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares, the Escrowed Severance Shares and the Reimbursement Shares in escrow and the appointment of the Indemnification Representative (i) to date the stock assignment necessary for the transfer in question, (ii) to fill as defined in the number of shares being transferred, Escrow Agreement and (iiias designated in Section 1C.3(a) hereof). The Company agrees to deliver such assignment, together with describe and disclose the certificate evidencing the Shares to be transferred, arrangements contemplated by this Section 1A.5 as required under applicable law to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit Stockholders in connection with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder pursuit of such Company Stockholders’ approval and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term adoption of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionMerger. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent Prior to execute the transaction contemplated by notice of repurchase in accordance or simultaneously with the terms of such notice. Effective Time, AIT and Parent shall enter into an escrow agreement with JPMorgan Chase Bank, NA (bthe “Escrow Agent”) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill substantially in the number form of shares being transferredExhibit A hereto (the “Escrow Agreement”). At the Effective Time, Parent shall withhold from the Merger Consideration and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any an amount in cash equal to the Escrow Cash Holdback plus the Closing Adjustment Holdback and one or more certificates evidencing representing the Shares Escrow Stock Holdback (together, the “Escrow Fund”), to be held in an account (the “Escrow Account”) governed by the Escrow Agent hereunder terms and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term conditions of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser Agreement and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign managed by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (gb) It is understood and agreed that should any dispute arise with respect The Escrow Fund shall constitute security solely for (i) adjustments to the deliveryMerger Consideration pursuant to Section 2.09 and (ii) the indemnification obligations of AIT pursuant to Article 12, ownershipand shall be held in and distributed from the Escrow Account in accordance with the provisions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that any amount of the Closing Adjustment Holdback remaining in the Escrow Account following either (i) the payment to Parent of the Final Closing Adjustment Payment pursuant to Section 2.09, or right of possession (ii) the final determination pursuant to Section 2.09 that no such Final Closing Adjustment Payment is owed to Parent, shall be released to AIT subject to this Agreement and the Escrow Agreement. The Escrow Agreement shall also provide that any amount of the Shares held by Escrow Holdback remaining in the Escrow Agent hereunderAccount, and not the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or subject of a court of competent jurisdiction after claim duly and timely made in accordance with Article 12 hereof, on the time for appeal has expired and no appeal has been perfected, but date that is fifteen (15) months following the Escrow Agent Closing shall be under no duty whatsoever released to institute or defend such proceedings. (h) By signing AIT subject to this Agreement, including Section 12.01 hereof, and the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser Parent and the Company hereby irrevocably authorize and direct Key Employee each agree to enter into the Escrow Agent to execute Agreement at or before the transaction contemplated by notice of repurchase in accordance with the terms of such noticeEffective Time. (b) In connection with such transaction On the second anniversary of the Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Agent is directed (ishall theretofore have received a written notice from Parent pursuant to Section 4(c) or 4(d) of this Agreement, the Escrow Agent shall pay 100% of the Retention Amount to date the stock assignment necessary Key Employee, without any further need for the transfer in question, (ii) to fill in the number of shares being transferredinstruction from Parent, and (iii) Parent shall cease to deliver have any further claims to, or rights or interests in, such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery portion of the purchase price for the number of shares of stock being purchased pursuant Retention Amount so paid to the exercise of the Repurchase OptionKey Employee, effective upon such payment. (c) Purchaser irrevocably authorizes Upon any lapse of the Company Restriction pursuant to deposit Section 3(d) of this Agreement, Parent shall deliver a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Retention Amount to Key Employee (or, in the case of Key Employee’s death, to his estate) in accordance with the Escrow Agent Agreement, and Parent shall immediately cease to have any certificates evidencing further claims to, or rights or interests in, the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedRetention Amount. (d) Upon any forfeiture by Key Employee with respect to the Unvested Retention Amount as provided in Section 3(b), Parent shall deliver a written request of notice to the PurchaserEscrow Agent, but no more than once per calendar yearwith a copy thereof to Key Employee, unless the Repurchase Option has been exercised, instructing the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of pay the Shares as are not then subject Unvested Retention Amount to Parent in accordance with the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the CompanyEscrow Agreement, and Key Employee shall immediately cease to have any further claims to, or any parent rights or subsidiary of the Companyinterests in, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionUnvested Retention Amount. (e) If at the time of termination of this escrow Neither party shall give any instructions to the Escrow Agent has except as expressly provided in his possession Sections 4(b), 4(c) and 4(d) (other than any documents, securities, or other property belonging joint instructions as to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunderwhich both parties may agree in writing). (f) The responsibilities of Neither the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company Retention Amount held in escrow nor any interest or if he shall resign by written notice to each party. In the event of any such termination right therein or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company part thereof shall be liable for the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the deliverydebts, ownershipcontracts, or right engagements of possession of the Shares held Key Employee or his successors in interest or shall be subject to disposition by the Escrow Agent hereundertransfer, the Escrow Agent is authorized to retain without liability to anyone all alienation, anticipation, pledge, encumbrance, assignment or any part of said Shares until other means, whether such disputes shall have been settled either by mutual written agreement disposition be voluntary or involuntary or by a final orderoperation of law by judgment, decreelevy, attachment, garnishment or judgment of the arbitratorany other legal or equitable proceedings (including bankruptcy), if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent any attempted disposition thereof shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreementnull and void and without effect, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in ab initio; provided, however, that this Section 7 4(f) shall not prohibit any transfer of Key Employee’s rights and does not otherwise become a party to this Agreementinterests hereunder by will or the laws of descent and distribution.

Escrow. As security for (i) Simultaneously with the faithful performance of the terms execution and delivery of this Agreement and by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to insure be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"), two stock assignments duly endorsed ”) set forth on Exhibit G attached hereto (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and delivered by subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) the termination of this Agreement in accordance with Section 6.17, in which case, if the Escrow Agent pursuant to the following instructions then holds any portion of the Company and the Purchaser: Escrow Amount, then: (a1) In in the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated a termination by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing shall return the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise portion of the Repurchase Option. (e) If at Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the time event of a termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to by a Purchaser, the Escrow Agent shall deliver return the portion of the Escrow Amount received from such property Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of all further its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if he a successor escrow agent shall cease have been appointed and have accepted such appointment in a writing to be Chief Financial Officer both the Company and the Purchasers, then upon written notice thereof given to each of the Company Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if he a successor escrow agent shall resign not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to each party. In the event of any such termination or resignationCompany, the Company shall appoint a successor Placement Agent and the Purchasers, or (B) continue to hold the Escrow Agent. In the absence of such appointment, the President of Amount in escrow pending written direction from the Company shall be and the Placement Agent in form and formality satisfactory to the Escrow Agent. (gF) It is understood and agreed In the event that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever uncertain as to institute its duties or defend such proceedings. (h) By signing rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent becomes a party hereto only shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the purpose safekeeping of executing such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions set forth in this Section 7 from the Company, the Placement Agent and does not otherwise become a all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this AgreementAgreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder.

Escrow. As security The parties agree and acknowledge that availability of the product proprietary technology of the Seller is critical to the Buyer in the conduct of its business and therefore the Buyer needs access to the proprietary technology under certain circumstances. Buyer and Seller desire to establish an escrow account with a third party to provide for the faithful performance retention, administration and controlled access of the terms proprietary product technology of the Seller. Buyer has previously entered into a Three-Party Master Beneficiary Escrow Service Agreement No. 34000 with Iron Mountain (the “Escrow Agent”) dated March 12, 2008 attached hereto as Attachment 2 (the “Escrow Agreement”). Seller hereby agrees to be bound by all of the provisions of the Escrow Agreement. Seller shall complete and execute the Depositor Enrollment Form attached hereto as Attachment 3 (the “Enrollment Form”) within one hundred twenty (120) days of execution of this Agreement. The product proprietary technology placed in escrow pursuant to the Escrow Agreement shall include the materials identified in Attachment 4 which will be attached to the Enrollment Form and provided to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions within one hundred twenty (120) days of the Company and the Purchaser: (a) In the event the Company and/or any assignee execution of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit this Agreement. Buyer shall pay all fees associated with the Escrow Agent any certificates evidencing Agreement, including but not limited to being the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent “Paying Party” for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has services identified in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities Exhibit A of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer Agreement that are requested by Buyer.” 6. Except as expressly amended above, all other terms and conditions of the Company Agreement as amended will continue in full force and effect without change or if he shall resign by written notice to each partymodification. In the event of any such termination or resignationIN WITNESS OF THIS AGREEMENT, the Company shall appoint a successor Escrow Agent. In the absence of such appointmentparties have signed below by their authorized officers, the President effective as of the Company shall be the later date below: By: /s/ ▇▇▇▇ CHATEAU By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Chateau ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: V.P, Supply Line Title: President & CEO Date: 2-1-11 Date: 1/26/11 NVE and Pacesetter Confidential Attachment 2 – Iron Mountain Three-Party Master Beneficiary Escrow Agent. (g) It is understood Services Agreement Attachment 3 – Depositor Enrollment Form NVE and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.Pacesetter Confidential THREE-PARTY MASTER BENEFICIARY ESCROW SERVICE AGREEMENT

Escrow. As security For purposes of facilitating the enforcement of the provisions ------ of Section 1(a) above, the Stockholder agrees to deliver the certificate(s) for the faithful performance of Shares, together with an Assignment Separate from Certificate in the terms of form attached to this Agreement as Attachment A executed by the Stockholder and by ------------ the Stockholder's spouse (if required for transfer), in blank, to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] Secretary of the Company, or the Secretary's designee, to hold such other person designated by the Company, certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase required in accordance with the terms of such notice. (b) In connection with such transaction this Agreement. The Stockholder hereby acknowledges that the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number Secretary of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. The Stockholder agrees that said escrow holder shall not be liable to any parent party hereof (or subsidiary to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. The Stockholder agrees that if the Secretary of the Company, or the Escrow Agent will deliver to Purchaser a certificate Secretary's designee, resigns as escrow holder for any or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaserno reason, the Escrow Agent shall deliver such property to Purchaser and be discharged Board of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President Directors of the Company shall be have the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect power to appoint a successor to serve as escrow holder pursuant to the deliveryterms of this Agreement. Upon release of any Shares from the repurchase option pursuant to this agreement, ownershipthe escrow holder shall deliver (a) ninety percent (90%) of such released shares (i) if such release occurs prior to July 1, or right of possession of the Shares held by 2000, to the Escrow Agent hereunderholding shares pursuant to the Lock-Up Escrow Agreement to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the Escrow Agent is authorized terms thereof, and (ii) if such release occurs after June 30, 2000, to retain without liability the Stockholder; and (b) ten percent (10%) of such released shares (i) if such release occurs prior to anyone all or any part the release of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment escrowed shares under section 2(d) of the arbitratorIndemnity Escrow Agreement to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the terms thereof, and (ii) if applicablesuch release occurs after such date, or of a court of competent jurisdiction after to the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsStockholder. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for At the faithful performance Effective Time, ten percent (10%) of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise sum of the Repurchase OptionMerger Shares and Stock Options (collectively, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Deposit") shall be delivered to the Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with an Escrow Agreement in the terms form attached hereto as Exhibit C. For the purpose of such notice. (b) In connection with such transaction any claim against the Escrow Agent is directed (i) to date Deposit hereunder, the stock assignment necessary for value per share of the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares Escrow Deposit shall be deemed to be transferred, the Closing Market Price (less the exercise price therefore with respect to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant Stock Options). Except with respect to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased claims based on fraud committed by the Company or its assignees pursuant the Equityholders, which are not limited, if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against the Equityholders under this Agreement for Losses attributable to exercise any inaccuracy or breach of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, representation or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer warranty of the Company or if he shall resign by written notice to each party. In the event Equityholders which is contained in this Agreement or the Letter of Transmittal or any such termination Schedule or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President certificate delivered pursuant hereto or thereto other than Losses arising under Section 13.5 and from breaches of the Company shall be the Escrow Agent. (g) It is understood representations and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions warranties set forth in this Sections 3.4, 3.9 and 3.11 (the "Covered Representations") shall be against the Escrow Deposit held in escrow pursuant to the Escrow Agreement. Notwithstanding anything herein to the contrary, except as provided under Section 7 13.5 and does not otherwise become a party in the next sentences, (i) the Equityholders shall have no liability for indemnification pursuant to this AgreementArticle XII until the aggregate Losses to the Parent and the Company exceed $25,000 (the "Basket"), at which point the Equityholders shall be liable for the full amount of all Losses, and (ii) the maximum aggregate liability of the Equityholders hereunder shall not exceed the value (determined by reference to the Closing Market Price) of the Escrow Deposit (the "Maximum Indemnification"). With respect to indemnification claims arising under Section 12.1(i) from any inaccuracy in or breach of any Covered Representations, or for Sections 12.1(ii), (iii) or (iv) of this Article XII, neither the Basket nor the Maximum Indemnification limitation shall apply.

Escrow. As security for (a) Simultaneously with the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing, the Purchaser hereby pledges Buyer, the Stockholder Representative Committee, and delivers for deposit with the [Chief Financial Officer] Mellon Trust of the CompanyNew England, or such other person designated by the CompanyN.A., as escrow agent in this transaction ("the “Escrow Agent"”), two stock assignments duly endorsed are entering into an escrow agreement (the “Escrow Agreement”) in substantially the form of Exhibit C hereto for the purposes of (i) securing the payment of amounts, if any, payable to the Buyer pursuant to Section 1.9, (ii) securing the obligations of the Accredited Stockholders under Article VI and (iii) enabling the Buyer to receive reimbursement for payments in respect of Dissenting Shares in accordance with Section 1.7(b). (b) Notwithstanding anything to the contrary herein, at the Closing, Accredited Stockholders shall be entitled to receive immediately 77.41522%) of the shares of Buyer Common Stock that they are entitled to receive in accordance with Section 1.4(b) and Section 1.4(c)(i), rounded down to the nearest whole number (the “Initial Shares”), and the remaining 22.58478%) of the shares of Buyer Common Stock to which they shall have a right to receive in accordance with Section 1.4(b) and Section 1.4(c)(i) (the “Escrowed Shares”) shall be deposited in escrow pursuant to, and shall be held and disposed of in accordance with, the terms of the Escrow Agreement. (c) On the date and number hereof, the Buyer shall deliver to the Escrow Agent a certificate (issued in the name of shares blankthe Escrow Agent or its nominee) together with representing the certificate or certificates evidencing the Escrowed Shares. Such documents are to , which shall be held by the Escrow Agent and delivered by under the Escrow Agent Agreement pursuant to the following instructions terms thereof. The Escrowed Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Company purposes and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedAgreement. (d) Upon written request The adoption of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased the approval of the Merger by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent Consenting Stockholders shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities constitute approval of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for Stockholders Representative Agreement and of all of the purpose arrangements relating thereto, including without limitation the placement of executing the instructions set forth Escrowed Shares in this Section 7 escrow, the appointment of the Stockholder Representative Committee and does not otherwise become a party to this Agreementthe deposit of the Stockholder Representative Reserve Amount (as hereinafter defined) in the Stockholder Representative Reserve Fund (as hereinafter defined).

Escrow. As security for (a) The Company and Seaway hereby appoint Escrow Agent to act as the faithful performance of escrow agent, and Escrow Agent hereby accepts such appointment, under the terms of this Agreement Section 8. Escrow Agent agrees to hold the Settlement Amount, Seaway Warrant, and to insure the availability for delivery of Purchaser's Shares upon exercise original execution copies of the Repurchase OptionRule 144 Certificate, the Purchaser hereby pledges Broker's Certificate, and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase Agreement until released in accordance with the terms Section 8(b) or Section 8(c) of such noticethis Agreement. (b) In connection with At such transaction the time that Escrow Agent is directed shall have received each of the Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement executed by the parties hereto, Escrow Agent shall (i) pay the Settlement Amount to date the stock assignment necessary for the Company by wire transfer in questionof immediately available funds, (ii) deliver the Seaway Warrant and an executed copy of this Agreement to fill in the number Company, (iii) deliver an executed copy of shares being transferredthis Agreement to Seaway, and (iiiiv) to deliver such assignment, together with release the certificate evidencing the Shares to be transferred, Legal Opinion to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionCompany's transfer agent, and Escrow Agent shall have no further duties under this Agreement. (c) Purchaser irrevocably authorizes the Company to deposit with the If, on or before September 23, 2003, Escrow Agent any certificates evidencing shall not have received the Shares to be held Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement executed by the parties hereto, Escrow Agent hereunder shall (i) pay the Settlement Amount to Seaway by wire transfer of immediately available funds, and any additions (ii) deliver the Seaway Warrant to Seaway, and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of shall have no further duties under this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedAgreement. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject shall have no liability to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, parties hereto or any parent other person or subsidiary of entity with respect to its services as escrow agent under this Agreement except for any liability to the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant parties to this Agreement and not repurchased to the extent directly caused by the Company gross negligence or its assignees pursuant to exercise willful misconduct of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In The Company and Seaway, jointly and severally, agree to indemnify Escrow Agent from, and hold it harmless against, any loss, liability, or expense arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the absence costs and expenses (including, without limitation, reasonable counsel fees and expenses) of such appointmentdefending itself against any claim or liability except to the extent of Escrow Agent's liability, if any, under the President terms of the Company shall be the Escrow Agentimmediately preceding sentence. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance On each anniversary of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Optiondate hereof (each such date a "Deposit Date"), the Purchaser hereby pledges and delivers for shall deposit with Wachovia Bank, National Association (the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed an amount in cash equal to (with date i)(A) prior to the occurrence of the extension or renewal of the Lease Agreement beyond the Primary Term, the amount set forth on Schedule A attached hereto for such Deposit Date and number (B) upon or after the occurrence of shares blank) together with the certificate extension or certificates evidencing renewal of the Shares. Such documents are Lease Agreement beyond the Primary Term, the amount set forth on Schedule B attached hereto for such Deposit Date (the amount required to be held by delivered pursuant to this clause (i) being referred to herein as the "Required Level"), plus (ii) the cumulative amount of interest or other income earned on the Escrow Funds from the date hereof to but excluding such Deposit Date (the "Interest Amount"), minus (iii) the amount of the Escrow Funds, if any, on deposit with the Escrow Agent and delivered by on such Deposit Date; provided; that the initial payment due on June 30, 2004 under the Escrow Agent pursuant Agreement shall be made prior to June 30, 2004 to the following instructions extent funds are available in the Duke Essex Payment Reserve Account (as defined in the Deposit Agreement) and, in any event, prior to the payment of any Purchaser Restricted Payment. Such amount, together with any income thereon, shall be held in escrow and invested for the benefit of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase parties hereto in accordance with the terms of such noticean escrow agreement in the form attached hereto as Exhibit B (the "Fee Escrow Agreement"). All amounts held in escrow pursuant to the terms of the Fee Escrow Agreement, including any income thereon, are collectively referred to herein as the "Escrow Funds. (b) In connection with such transaction " The Fee Escrow Agreement will provide for the disbursement of the Escrow Funds by the Escrow Agent is directed (i) to date DCC, from time to time, upon receipt of written certification from DCC that any fee payable pursuant to Section 2.01 of this Agreement has not been paid when due (in which event Escrow Funds equal to the stock assignment necessary for amount of the transfer unpaid fees, as certified by DCC in questionsuch written certification, shall be disbursed to DCC), and (ii) to fill Purchaser, upon receipt of a joint written certification by DCC and Purchaser that the Full DCC Release has occurred (in the number of shares being transferredwhich event, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to all remaining Escrow Funds shall be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased released). Upon any disbursement pursuant to the exercise of the Repurchase Option. clause (ci) above, Purchaser irrevocably authorizes the Company to shall immediately deposit with the Escrow Agent any certificates evidencing an amount in cash equal to the Shares amount so disbursed in order to be held by replenish the Escrow Agent hereunder and any additions and substitutions Funds to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Required Level plus the cumulative amount of interest or other income earned on the Escrow Agent as his attorney-in-fact and agent for Funds from the term of this escrow date hereof to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request but excluding the date of the Purchaserdisbursement pursuant to clause (i) above. The Escrow Funds shall be subject to a first priority security interest in favor of DCC, but no more than once per calendar year, unless and Purchaser and DCC agree to the Repurchase Option has been exercisedfiling of any UCC financing statements, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many execution of such security agreements, and the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation inclusion of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, provisions in the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement providing DCC with such dominion and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow control over the Escrow Agent has in his possession any documents, securities, or other property belonging Funds as is necessary to Purchaser, the Escrow Agent shall deliver perfect such property to Purchaser and be discharged of all further obligations hereundersecurity interest. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms Notwithstanding any provision of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise contrary, the Closing of the Repurchase OptionTransaction contemplated hereunder shall be completed in escrow, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company▇▇▇▇▇▇▇▇ ▇▇▇▇, or such other person designated by the CompanyEsq., acting as escrow agent in this transaction (the "Escrow ESCROW Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to any funds delivered in escrow shall be held and disposed of by the Escrow Agent in accordance with the terms and delivered provisions of a certain escrow agreement by and between the Company, ASAP Subsidiary, Buyer and Escrow Agent pursuant to Agent, in substantially the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). In furtherance of the foregoing, the following instructions of the Company and the Purchasershall apply: (a) In lieu of delivering the event Share Purchase Price to the Company and/or any assignee of the Company exercises the Repurchase Optionas provided for in Section 1.3, Purchaser and the Company hereby irrevocably authorize and direct Buyer shall, at or prior to Closing, deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agent to execute Agreement, the transaction contemplated by notice amount of repurchase in accordance with $425,000 representing the terms of such noticeShare Purchase Price. (b) In connection with At such transaction time as all of the conditions precedent to Closing under Article VII hereof have been satisfied by the respective parties, and no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, and each party shall have made all deliveries required by each of them under this Agreement, the Company and Buyer shall provide written notice to Escrow Agent is directed (i) to date directing that the stock assignment necessary for the transfer escrow be disposed of in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit accordance with the Escrow Agent any certificates evidencing Agreement and the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term terms of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the PurchaserAgreement; provided, but no more than once per calendar yearhowever, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, that the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities retain $50,000 of the Escrow Agent hereunder shall terminate if he shall cease Share Purchase Price in escrow to be Chief Financial Officer satisfy any indemnification obligations of Yuan under this Agreement and any indemnification obligations of the Company or if he shall resign by written notice to each partyASAP Subsidiary and Yuan under the Indemnity Agreement ("Indemnity Escrow"). In On the event of any such termination or resignationdate six months (6) months following the Closing Date, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right extent that the Indemnity Escrow has not been and is not the subject of possession of an indemnification claim under this Agreement and the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Indemnity Agreement, the Indemnity Escrow Agent becomes a party hereto only for shall be released to the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this AgreementASAP Subsidiary together with accrued interest thereon, if any.

Escrow. As security On the Closing Date, Buyer will deposit the Escrow Shares and the Escrow Cash, in each case, as adjusted pursuant to the provisions of Section 1.6, into an escrow account with Mellon Bank, N.A., as escrow agent (the "ESCROW AGENT"), pursuant to that certain Escrow Agreement (the "ESCROW AGREEMENT") dated as of the Closing Date among Buyer, Company, the Stockholder Agent and the Escrow Agent in a form to be mutually agreed upon by the Parties. The Escrow Amount, including all distributions thereon and proceeds thereof will secure the indemnification obligations of Company and the Stockholders under ARTICLE VIII and any adjustments due to Buyer under Section 1.6. The Escrow Fund will be held and disbursed as provided in the Escrow Agreement, which shall provide that except with respect to escrow amounts relating to liabilities under Section 1.6, the escrow amounts shall be released on the 18-month anniversary of the Closing Date, except to the extent of outstanding claims as of such 18-month anniversary date which shall be handled as set forth in the Escrow Agreement. The Escrow Agreement will provide that Buyer shall have the option of either receiving a disbursement of Buyer Shares from the Escrow Fund or causing the Escrow Agent to sell and liquidate Buyer Shares (which, for the faithful performance purposes of this Section 1.7, will be deemed to have been liquidated for the Fair Market Value regardless of the terms actual sale price) so that Buyer may receive a disbursement of the cash proceeds from such sale. The Parties will promptly give any necessary instructions to the Escrow Agent to carry out the purposes of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (a) No later than fifteen (15) days following the Escrow Expiration Date or the Special Escrow Expiration Date, as applicable, Acquiror and the Representative shall deliver a joint written instruction to the Escrow Agent (in each instance, the “Escrow Release Notice”) providing for the faithful performance release of an amount equal to the balance then on deposit in the Indemnity Escrow Fund or the Special Indemnity Escrow Fund, as applicable, in each case, minus the aggregate amount, if any, which any Acquiror Indemnified Party has timely claimed under (i) this Article X (excluding Section 10.02(g)), or Section 9.01(j)), prior to the Escrow Expiration Date, or (ii) Section 10.02(g), prior to the Special Escrow Expiration Date (to the extent such Claims, if any, remain unresolved) (“Pending Escrow Claims”). The Escrow Release Notice shall provide that the Indemnity Escrow Fund or Special Indemnity Escrow Fund, as applicable, (excluding such portion thereof to satisfy any Pending Escrow Claims) be released as follows: (A) to the Paying Agent, such portion of the terms of Indemnity Escrow Fund or Special Indemnity Escrow Fund, as applicable, payable to the Stockholders and Warrantholder, determined in accordance with this Agreement and the Merger Payout Schedule (as updated pursuant to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"Section 1.15), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In Paying Agent shall promptly pay the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser Stockholders and the Company hereby irrevocably authorize Warrantholder such funds subject to and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with Section 1.03, and (B) to the terms Surviving Corporation, such portion of the Indemnity Escrow Funds or Special Indemnity Escrow Funds, as applicable, payable to the Optionholders, determined in accordance with this Agreement and the Merger Payout Schedule (as updated pursuant to Section 1.15), and Acquiror will cause the Surviving Corporation to pay the Optionholders such noticefunds subject to and in accordance with Section 1.04(a). (b) In Any amount remaining in the Indemnity Escrow Fund or Special Indemnity Escrow Fund, as applicable, to satisfy any Pending Escrow Claims, shall be released upon the final resolution of such Pending Escrow Claims in accordance with the joint written instructions delivered by Acquiror and the Representative to the Escrow Agent. If any amount remains in the Indemnity Escrow Fund or Special Indemnity Escrow Fund, as applicable, following the resolution of all Pending Escrow Claims and the distribution to the Acquiror Indemnified Parties of any amounts payable to them in connection with such transaction therewith, Acquiror and the Representative shall execute and deliver a joint written instruction to the Escrow Agent is directed (i) to date directing the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery payment of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares remaining balance as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement10.07(a).

Escrow. As security (a) The Sellers hereby direct the Buyers to deliver in escrow, at the Closing and for the faithful performance benefit of Sellers or the Buyer Indemnitees, as the case may be, to ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, or if ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association is unwilling or unable to serve, to another escrow agent reasonably agreed to by Sellers and Buyer, pursuant to an agreement in the form attached hereto as Exhibit D (the “Escrow Agreement”), the following: (i) an amount of cash equal to the Closing Cash Escrow Amount, (ii) an amount of cash equal to ten percent (10%) of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction Additional Closing Cash ("Escrow Agent"if any), two stock assignments duly endorsed and (with date and iii) a number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant of Buyer Parent Common Stock equal to the following instructions of Closing Stock Escrow Amount ((i), (ii) and (iii) together, the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the “Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticeFund”). (b) In connection with such transaction The Escrow Fund, including any earnings, dividends or interest thereon, shall be held and disbursed as provided in the Escrow Agent is directed Agreement, which shall provide, among other things, that (i) any fees or expenses payable to date the stock assignment necessary for escrow agent under the transfer Escrow Agreement on account of, in questionconnection with or related to the Escrow Fund (the “Escrow Costs”) shall be paid out of the earnings, dividends and interest on the Escrow Fund, and, to the extent that such earnings, dividends and interest are insufficient to pay the Escrow Costs, paid equally by Sellers, on the one hand, and Buyers, on the other hand; (ii) the Escrow Fund (but not any earnings, dividends or interest thereon) shall be disbursed, as set forth in Section 1.3(c), to fill the Buyer Indemnitees to satisfy any obligation of any Seller under Section 7.2 when the conditions for indemnification set forth in the number of shares being transferred, this Agreement have been satisfied; and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery as of the purchase price for 15-month anniversary of the number Closing Date, any amount of cash and shares of stock being purchased Buyer Parent Common Stock remaining in the Escrow Fund (other than any amount of cash and shares of Buyer Parent Common Stock required to satisfy the maximum amount of the aggregate of any unresolved claims for indemnification as of such time), including any accrued earnings, dividends or interest thereon but less any Taxes due on account thereof and less any Escrow Costs, less any amounts then due and payable from the Escrow Fund to any Buyer Indemnitee pursuant to Section 7.2 (any such remaining cash, the exercise “Remaining Cash Escrow Amount” and any such remaining shares of Buyer Parent Common Stock, the “Remaining Stock Escrow Amount”), shall be distributed as follows: (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall receive 10.6113% of the Repurchase OptionRemaining Cash Escrow Amount and 44.4444% of the Remaining Stock Escrow Amount; (w) ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall receive 10.6113% of the Remaining Cash Escrow Amount and 44.4444% of the Remaining Stock Escrow Amount; (x) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall receive 1.3264% of the Remaining Cash Escrow Amount and 5.5556% of the Remaining Stock Escrow Amount; (y) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall receive 1.3264% of the Remaining Cash Escrow Amount and 5.5556% of the Remaining Stock Escrow Amount; and (z) Sun Mortgage Partners shall receive 76.1246% of the Remaining Cash Escrow Amount. Sellers shall be treated as the owner of the Escrow Fund for all tax purposes. (c) Purchaser irrevocably authorizes the Company to deposit with If and when the Escrow Agent any certificates evidencing Fund shall be disbursed to the Shares to be held by Buyer Indemnitees, such disbursement shall consist of an aggregate amount of cash and shares of Buyer Parent Common Stock (where such shares of Buyer Parent Common Stock are valued on the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request basis of the Purchaser, but no more than once per calendar year, unless Stock Price as of such date of disbursement) equal to the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many aggregate amount of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Optionindemnification obligation under Section 7.2. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Effective as of the faithful performance Closing, Sellers’ Representative and Buyer shall enter into the Escrow Agreement with the Escrow Agent. In accordance with the terms of the Escrow Agreement, Buyer shall deposit, at Closing, the Indemnity Escrow Deposit which shall be held in the Indemnity Escrow Account to secure (a) the payment of any negative Purchase Price Adjustment to Buyer in accordance with Section 2.04(e), (b) any payment of any adjustment to the Final Purchase Price contemplated by Section 2.10 payable to Buyer and (c) the indemnification obligations of the Selling Parties set forth in Section 8.03 and Article XI. The Indemnity Escrow Deposit, plus any interest or earnings thereon, shall each be managed and paid out by the Escrow Agent after the Closing in accordance with the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of Escrow Agreement. In the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents event that any payments are to be held made out of the Indemnity Escrow Account pursuant to this Agreement, each of Buyer and Sellers’ Representative agrees to take all actions reasonably necessary to cause each such payment to be made pursuant to the Escrow Agreement, including by delivering executed joint written instructions to the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct directing the Escrow Agent to execute make such payment. The funds in the transaction contemplated Indemnity Escrow Account shall be distributed by notice of repurchase the Escrow Agent, in accordance with Section 2.04, this Section 2.08, Section 2.10, Section 8.03, and Article XI of this Agreement and the terms Escrow Agreement. Within ten (10) days following (i) the one-year anniversary of the Closing Date, an amount equal to Fifteen Million Nine Hundred Seventy-five Thousand Dollars ($15,975,000), minus the sum of (A) the amount of all Pending Indemnity Claims as of such notice. date and (bB) In connection with such transaction the aggregate amount of any prior distribution from the Indemnity Escrow Account, shall be released to Seller and (ii) the Expiration Date, the amount of the Indemnity Escrow Account then remaining (including, for the avoidance of doubt, all interest and other income earned thereon), minus the amount of all Pending Indemnity Claims, shall be released to Seller. Upon the settlement or final determination of any Pending Indemnity Claim under Section 8.03 or Article XI, Sellers’ Representative and Buyer shall jointly instruct the Escrow Agent is directed (i) in writing to date the stock assignment necessary for the transfer in question, (ii) pay or cause to fill be paid any amount remaining in the number of shares being transferredIndemnity Escrow Account relating to such previously Pending Indemnity Claim to Seller and/or to Buyer, and (iii) to deliver such assignment, together with as the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Optioncase may be. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blanka) together with the certificate or certificates evidencing the Shares. Such documents are to The Deposit shall be held in escrow, until delivered as herein provided, by the Escrow Agent and delivered in an interest bearing escrow account at or with Escrow Agent’s banking institution (the “Bank”). The parties acknowledge that the Deposit shall be held by the Escrow Agent pursuant at the Bank and further acknowledge that the parties have no objections to the Deposit being held at the Bank. The Deposit shall be held and disbursed by Escrow Agent in the following instructions of the Company and the Purchasermanner: (ai) On the Closing Date, the Deposit shall be paid to Seller. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of this Agreement. Any interest earned on the Deposit shall be credited against the Purchase Price at Closing. (ii) The Deposit shall be paid to Seller upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Seller is entitled to the Deposit upon such termination, and certifying the basis of such termination, or (y) Purchaser has defaulted in performance of Purchaser's obligations under this Agreement and the facts and circumstances underlying such default or that Seller is otherwise entitled to the Deposit under the provisions of this Agreement; provided however, that Escrow Agent shall not honor said demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of clause (b) of this Section 1.4; or (iii) The Deposit shall be paid to Purchaser upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the Deposit upon termination, and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller's obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of clause (b) of this Section 1.4. (b) Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of Section 1.4(a), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within ten (10) days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. (c) In the event of any dispute between the Company and/or parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit into a court of competent jurisdiction (whereupon Escrow Agent shall be released and relieved of any assignee and all liability and obligations hereunder from and after the date of such deposit). (d) In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the Company exercises provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Repurchase OptionDeposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Section 1.4 shall be signed by Escrow Agent, Purchaser and the Company hereby irrevocably authorize Seller. (f) Seller and direct the Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, or any dispute hereunder, including the costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. In the event of any dispute with respect to execute the transaction contemplated duties of Escrow Agent, Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (g) Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder. (h) Purchaser and Seller, together, shall have the right to terminate the appointment of Escrow Agent hereunder by giving to it notice of repurchase such termination, specifying the date upon which such termination shall take effect and designating a replacement escrow agent, who shall sign a counterpart of this Agreement. Upon demand of such successor escrow agent, the Deposit shall be turned over and delivered to such successor escrow agent, who shall thereupon be bound by all of the provisions hereof. (i) Escrow Agent’s agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit, and all interest accrued thereon, in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security POSSIBLE POST-CLOSING ADJUSTMENTS TO PURCHASE PRICE . The aforesaid $750,000.00 in cash (the "ESCROWED FUNDS") and the aforesaid $6,150,000 in the form of the Lason Shares (the "ESCROWED STOCK") referenced in Section 1.2A above are to be paid into escrow with Seyburn, Kahn, Ginn, Bess, Deit▇▇ ▇▇▇ Serl▇▇, ▇.C. ("BUYER'S COUNSEL") pursuant to the terms and conditions of that certain Escrow Agreement in the form of EXHIBIT 1.3 (the "ESCROW AGREEMENT") for purposes of addressing the faithful performance following possible post-Closing adjustments to the Initial Purchase Price: A. With respect to the Escrowed Funds: 1. Within 90 days of the Closing Date, Buyer shall cause an audited balance sheet of Corporation to be prepared by PricewaterhouseCoopers as of the Closing Date (the "CLOSING DATE BALANCE SHEET"), together with a computation by PricewaterhouseCoopers of the Net Current Working Capital of Corporation as that term is defined in subpart (4) below (the "CLOSING DATE NET CURRENT WORKING CAPITAL"). The Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the March 28, 1998 Balance Sheet and without giving effect to any of the transactions contemplated hereby. If the Closing Date Net Current Working Capital is less than $1,881,070 (the "Target Capital Base"), the Initial Purchase Price shall be reduced on a dollar-for-dollar basis, and shall be paid out of the Escrowed Funds or out of the Escrowed Stock to the extent that the Escrowed Funds are insufficient, all as provided below. 2. If the Closing Date Net Current Working Capital is greater than the Target Capital Base, then the Initial Purchase Price shall be increased on a dollar-for-dollar basis. If required, Buyer shall make such payment (i) within 15 days following the delivery of the Closing Date Balance Sheet to Shareholders, or (ii) if Shareholders dispute any aspect of the Closing Date Balance Sheet or Closing Date Net Current Working Capital, then within 15 days following the resolution of such dispute. 3. Within 5 days of PricewaterhouseCoopers' completion of the Closing Date Balance Sheet and computation of Corporation's Closing Date Net Current Working Capital, Buyer shall deliver to Shareholders, Shareholders' Counsel and Buyer's Counsel a statement setting forth PricewaterhouseCoopers' computation of the Closing Date Net Current Working Capital, the amount of any reduction or increase to the Initial Purchase Price, and the proper distribution of the Escrowed Funds. If Shareholders dispute the accuracy of the Closing Date Net Current Working Capital or the amount of the reduction or increase to the Initial Purchase Price, Shareholders shall notify Buyer in writing within 10 days of delivery of the statement, and Buyer and Shareholders shall work in good faith to resolve the dispute. If Buyer and Shareholders come to an agreement on the amount of the reduction or increase to the Initial Purchase Price and the proper distribution of the Escrowed Funds, they shall each notify Buyer's Counsel within 120 days of the Closing Date, and Buyer's Counsel will release the Escrowed Funds pursuant to the terms of this Agreement such agreement. If Buyer and to insure Shareholders do not notify Buyer's Counsel of their agreement on the availability for delivery of Purchaser's Shares upon exercise amount of the Repurchase Option, reduction and the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] proper distribution of the CompanyEscrowed Funds on or before the 120th day after the Closing Date, or unless Shareholders have submitted the dispute to arbitration pursuant to Section 11.14 hereof and so notified Buyer's Counsel (together with proof of such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"submission), two stock assignments duly endorsed (with date and number of shares blank) together with Buyer's Counsel shall release the certificate or certificates evidencing Escrowed Funds to Buyer and/or Shareholders as set forth in Buyer's statement. If Shareholders have submitted the Shares. Such documents are dispute to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions arbitration as provided herein, Buyer's Counsel will retain in escrow 150% of the Company disputed amount and release the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent balance to execute the transaction contemplated by notice of repurchase Shareholders. The amount retained in escrow shall ultimately be released in accordance with the determination of the arbitrators. In all events, the arbitrator for this particular dispute is to be a certified public accountant familiar with transactions of this type. The Closing Date Balance Sheet shall be adjusted to the extent required to reflect the final resolution of any such dispute, either by agreement of the parties or through arbitration. In addition, Buyer and Shareholders will execute a memorandum setting forth any adjustment to the Initial Purchase Price. When released to Shareholders, the Escrowed Funds are to be paid by electronic wire transfer of funds. 4. For the purposes hereof, the term "Net Current Working Capital" is hereby defined to consist of the following accounts found in the books and records of Corporation (the "Accounts"), determined in accordance with generally accepted accounting principles consistently applied: ACCOUNT # 10-1▇▇-▇▇▇ ACCOUNTS RECEIVABLE 10-1▇▇-▇▇▇ Allow for Doubtful Accounts 10-1▇▇-▇▇▇ Allow for Customer Discounts LESS: ALLOW FOR DOUBTFUL ACCOUNTS/DISCOUNTS NET ACCOUNTS RECEIVABLE 10-1▇▇-▇▇▇ Inventory - Warehouse 11-1▇▇-▇▇▇ Inventory - Tustin 12-1▇▇-▇▇▇ Inventory - Airport 13-1▇▇-▇▇▇ Inventory - Anaheim 14-118-100 Inventory - Laguna Hills 15-1▇▇-▇▇▇ Inventory - Las Vegas 16-1▇▇-▇▇▇ Inventory - Inland Empire 18-1▇▇-▇▇▇ Inventory - Supply 23-1▇▇-▇▇▇ Inventory - PBS&J 31-1▇▇-▇▇▇ Inventory - RBF Irvine 32-1▇▇-▇▇▇ Inventory - RBF San Diego 33-1▇▇-▇▇▇ Inventory - RBF Regional 35-1▇▇-▇▇▇ Inventory - RBF Arizona 50-1▇▇-▇▇▇ Inventory - Clar▇ & ▇reen 51-1▇▇-▇▇▇ Inventory - Tait 52-1▇▇-▇▇▇ Inventory - Edaw 53-1▇▇-▇▇▇ Inventory - Fong & ▇ssociates 54-1▇▇-▇▇▇ Inventory - Teller Manok 55-1▇▇-▇▇▇ Inventory - CVL 58-1▇▇-▇▇▇ Inventory - WAT&G 59-1▇▇-▇▇▇ Inventory - Gree▇▇▇▇▇ ▇▇▇r▇▇ INVENTORY 10-1▇▇-▇▇▇ LESS: RESERVE FOR SLOW MOVING & OBSOLETE INV. NET INVENTORY 10-1▇▇-▇▇▇ Prepaid Deposits 10-1▇▇-▇▇▇ Prepaid Income Tax - Fed 10-1▇▇-▇▇▇ Prepaid Income Tax - State 10-1▇▇-▇▇▇ Prepaid Insurance 10-1▇▇-▇▇▇ Prepaid Property Tax 10-1▇▇-▇▇▇ Prepaid Supplies PREPAID EXPENSES & DEPOSITS LESS: 10-2▇▇-▇▇▇ Accounts Payable 10-2▇▇-▇▇▇ A/P Purchase Clearing 10-2▇▇-▇▇▇ A/P Other Accruals ACCOUNTS PAYABLE 10-2▇▇-▇▇▇ Taxes Payable - Corp Fed Inc 10-2▇▇-▇▇▇ Taxes Payable - CA Corp State Inc 10-2▇▇-▇▇▇ Taxes Payable - AZ State Inc 10-2▇▇-▇▇▇ Taxes Payable - Sales Tax OTHER PAYABLES 10-2▇▇-▇▇▇ Other Accruals 10-2▇▇-▇▇▇ Accrual - Payroll Wages 10-2▇▇-▇▇▇ Accrual - Payroll Vacation 10-2▇▇-▇▇▇ Payable - Credit Union 10-2▇▇-▇▇▇ Payable - Emp. Garnishment 10-2▇▇-▇▇▇ Payable - Ins. Contract 10-2▇▇-▇▇▇ Payable - Ins Group Med 10-2▇▇-▇▇▇ Payable - Ins Work Comp 10-2▇▇-▇▇▇ Payable - Interest 10-2▇▇-▇▇▇ Payable - Profit Sharing 10-2▇▇-▇▇▇ Payable Safety Program 10-2▇▇-▇▇▇ Payable - 401(k) EE Liability 10-2▇▇-▇▇▇ Taxes Payable - Payroll SIT 10-2▇▇-▇▇▇ Taxes Payable - Payroll SDI 10-2▇▇-▇▇▇ Taxes Payable - Payroll ETF 10-2▇▇-▇▇▇ Taxes Payable - SUI 10-2▇▇-▇▇▇ Taxes Payable - FIT 10-2▇▇-▇▇▇ Taxes Payable - FICA 10-2▇▇-▇▇▇ Taxes Payable - FUTA 10-2▇▇-▇▇▇ Deferred Sales Revenue ACCRUED EXPENSES In connection with the determination of Closing Date Net Current Working Capital, the following facts and protocols are acknowledged by and agreed to by the parties hereto: (i) the Target Capital Base was arrived at by starting with the March 28, 1998 Net Current Working Capital of $3,081,080 and making $1,200,000 of adjustments which were acceptable to Buyer; (ii) the computation of Closing Date Net Working Capital shall be determined by using the Accounts as of the Closing Date; (iii) the Accounts constitute 100% of current assets and current liabilities of Corporation except for: 10-1▇▇-▇▇▇ (▇/R Clearing); 10-100- 106 (A/R Misc.); 10-1▇▇-▇▇▇ (A/R NSF Account); 10-1▇▇-▇▇▇ (▇▇sa/MC Suspense); 10-102- 102 (Amex Suspense); 10-1▇▇-▇▇▇ (▇▇ex Suspense - Supplies); 10-1▇▇-▇▇▇ (▇/R Employees); 11-1▇▇-▇▇▇ (▇▇sh Suspense - Tustin); 12-1▇▇-▇▇▇ (▇▇sh Suspense - Airport); 13-1▇▇-▇▇▇ (Cash Suspense - Anaheim); 14-102-100 (Cash Suspense - Laguna Hills); 15- ▇▇▇-▇▇▇ (▇▇sh Suspense - Las Vegas); 16-1▇▇-▇▇▇ (Cash Suspense - Inland Empire); 18- ▇▇▇-▇▇▇ (▇▇sh Suspense - Supplies); 35-1▇▇-▇▇▇ (▇▇sh Suspense - RBF Arizona); and (iv) the Accounts, and only the Accounts, were used to determine the March 28, 1998 Net Working Capital amount of $3,081,080. 5. The Escrowed Funds are only being held in escrow to facilitate a possible payment in connection with Closing Date Net Working Capital. Accordingly, the Escrowed Funds are subject to no other offsets or deductions whatsoever. 6. Notwithstanding anything to the contrary set forth herein, if there is a tax benefit arising out of the pre-closing exercise of certain stock options granted by Lund▇▇▇, ▇▇d such benefit results in an increase to Closing Date Net Working Capital, Seller shall only receive one-half of such increase. B. With respect to the Escrowed Stock: 1. In order to facilitate the payment of any indemnification owed to Buyer by Corporation and/or Shareholders pursuant to Article 10 hereof, Corporation and Shareholders agree to escrow the Escrowed Stock with Buyer's Counsel and to execute and deposit with Buyer's Counsel assignments separate from certificate in blank to enable a reassignment of such Escrowed Stock. 2. If Buyer notifies Buyer's Counsel of a claim(s) for indemnification, made pursuant to Article 10, at any time during the 18 months following the Closing Date, Buyer's Counsel will perform as follows: a. If Buyer and Shareholders come to an agreement on the amount of the claim(s), and on how much of the Escrowed Stock should be released to Buyer, they shall each notify Buyer's Counsel of their agreement within 18 months of the Closing Date, and Buyer's Counsel will release the Escrowed Stock pursuant to the terms of such noticeagreement. If the 18 month escrow period has not expired, Buyer's Counsel shall continue to hold all non-released Escrowed Stock in escrow. b. If Buyer and Shareholders do not notify Buyer's Counsel of their agreement on the amount of the claim(s) and on how the Escrowed Stock should be released between Shareholders and Buyer on or before 18 months after the Closing Date, unless Shareholders have submitted the dispute to arbitration pursuant to Section 11.14 hereof and so notified Buyer's Counsel (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with proof of such submission), Buyer's Counsel shall release and/or retain the certificate evidencing Escrowed Stock consistent with Buyer's notice. If Shareholders have submitted the Shares to be transferreddispute into arbitration as provided herein, to Buyer's Counsel will release the Company against Escrowed Stock in accordance with the delivery determination of the purchase price arbitrators. If a claim for arbitration remains pending at the number of shares of stock being purchased pursuant to the exercise conclusion of the Repurchase Option18 month escrow period, Buyer's Counsel shall retain Escrowed Stock equal to 150% of Buyer's then outstanding claim(s) for indemnification and release the balance to Shareholders. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term c. For purposes of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request Section 1.3, the per share price of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If Escrowed Stock shall be valued at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions price per share set forth in this Section 7 1.2 hereof. 3. If Buyer's Counsel is not notified by Buyer of any claim(s) for indemnification, made pursuant to Article 10 hereof, during the 18 months following the Closing Date, Buyer's Counsel shall release the Escrowed Stock to Shareholders as soon as reasonably possible thereafter, but in no event later than ten days following final determination of the amount in dispute. C. Notwithstanding the foregoing, after disbursement of the Escrowed Funds and/or Escrowed Stock, Shareholders shall remain liable for any reduction in the Initial Purchase Price in excess of the Escrowed Funds and does shall remain liable for any claim(s) of indemnification in excess of the Escrowed Stock. Any such additional liability is to be paid within 5 business days of when due (i.e. after final determination pursuant to Section 11.14 hereof). Any such additional liability not otherwise become a party paid when due is to this Agreementbear interest at the Prime Rate of Interest charged by First Union National Bank plus 5% per annum until paid but, in no event, greater than the maximum amount allowed under applicable law. Further, any such additional liability may be set off, dollar-for-dollar, against the Earnout Payments described in Section 1.4 below.

Escrow. As security for the faithful performance 13.1 Within twenty (20) days of the terms signing of this Agreement Agreement, Licensor and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit Licensee shall sign an escrow agreement with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as a recognized software escrow agent in this transaction acceptable to both parties (the "Escrow Agent"), two stock assignments duly endorsed pursuant to which Licensor shall deposit a copy of the source code of the Licensed Software, as well as any and all technical specifications and supporting documentation necessary to enable an independent competent programmer to understand, maintain, modify, and enhance the Licensed Software, (with date and number of shares blank) together the "Escrow Materials"), with the certificate or certificates evidencing the Shares. Such documents are Escrow Agent to be held by the Escrow Agent in escrow. Licensor shall be responsible for all costs associated with establishing the escrow arrangement, and delivered by Licensee shall be responsible for the annual costs associated with maintaining Licensee as a beneficiary of the escrow account. 13.2 The identity of the Escrow Agent pursuant shall be agreed upon by the parties. The terms and conditions of the escrow agreement shall all be in accordance with Israel's Law of Encouragement of Industrial Research and Development, 5744-1984, the regulations thereunder and the directives of the Israel Innovation Authority (formerly, the Office of the Chief Scientist) (collectively, the "R&D Rules"). Subject to the following instructions foregoing, the Escrow Agent shall release and deliver the Escrow Materials to Licensee upon the occurrence of any of the Company and the Purchaserfollowing: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase OptionLicensor suspends or discontinues its business, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent or ceases to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice.trade; or (b) In connection with such transaction the Escrow Agent is directed Licensor enters into liquidation whether compulsory or voluntary (i) to date the stock assignment necessary other than for the transfer in questionpurposes of solvent reconstruction or amalgamation), or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking, which receiver or administrator is not removed within ninety (ii90) to fill in the number days of shares being transferredits appointment, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price or files for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option.bankruptcy; or (c) Purchaser irrevocably authorizes Licensor ceases to provide the Company Support Services pursuant to this Agreement during the term of this Agreement and during a period of up to five (5) years from the effective date of termination. Provided, however, that in the event Licensor ceases to provide the Support Services, the Escrow Agent shall not release the Escrow Materials if both of the following are satisfied: (i) Licensor has arranged for the Licensed Software to continue to be supported under another commercial name or pursuant to a merger, buyout or acquisition, and (ii) such arrangement does not adversely affect Licensee’s capacity to support the Integrated Offerings under terms substantially similar to the terms set forth in this Agreement. 13.4 Licensor shall further deposit with the Escrow Agent the source code for any certificates evidencing updated versions of the Shares Licensed Software, including fixes, enhancements, and new releases, as promptly as such updated versions become available. 13.5 Licensee shall be permitted to be held by use the Escrow Agent hereunder Materials solely to support and any additions maintain the Integrated Offerings and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term number of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaserusers for which Licensee paid a License Fee hereunder, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionR&D Rules. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Notwithstanding anything herein to the faithful performance contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (the “Escrow Funding”) 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 Mandatory Cancellation Date. (iii) Interest on the Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the terms of this Agreement and to insure the availability Term B Loans shall otherwise be governed by the terms set out for delivery such Term B Loans in this Agreement, mutatis mutandis. (iv) The Dollar Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Purchaser's Shares Dollar Term B Loans upon exercise any funding thereof into escrow. The Euro Term B Commitments shall be reduced euro for euro by the gross principal amount of Euro Term B Loans upon any funding thereof into escrow (v) Any upfront fees (or original issue discount) in respect of the Repurchase OptionTerm B Loans shall apply as of the date the Term B Loans are funded into escrow; provided that while in escrow such Term B Loans shall be prepayable at the issue price (i.e. less any upfront fees (or original issue discount)) 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 Purchaser hereby pledges Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of the Incremental Term B 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 delivers for deposit with 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 [Chief Financial Officer] 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 Company and the 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 Company to the 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 (or funded subject to a limitation on use of proceeds prior to the Acquisition Closing Date reasonably satisfactory to the Arrangers and subject to a mandatory redemption requirement in the event the Acquisition is terminated prior to the Acquisition Closing Date or does not occur before a given date) 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 or remain subject to such use of proceeds limitations and mandatory redemption requirements. (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 person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant procedures reasonably acceptable to the following instructions 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 Purchaser: Administrative Agent (aand no other Lender or Issuer) In to ensure this Agreement adequately reflects the event the Company and/or any assignee nature of the Company exercises Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferredAcquisition Closing Date, to the Company against extent such amendments or modifications (y) only relate to the delivery Term B Facility or (x) are not materially adverse to the interests of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held other Lenders hereunder, as determined by the Escrow Administrative Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedin its sole discretion. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for At the faithful performance Closing, Parent, Seller Representative, on behalf of the terms Sellers, and Escrow Agent shall enter into an Escrow Agreement (the “Escrow Agreement”), substantially in the form of this Agreement and Exhibit B, pursuant to insure which the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionWorking Capital Escrow Amount, the Purchaser hereby pledges Indemnity Escrow Amount, the Generator Escrow Amount and delivers for deposit the Severance Escrow Amount shall be deposited into separate escrow accounts with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent for the purpose of funding Sellers’ obligations pursuant to Section 2.9, Article VII and delivered Section 5.12 hereof (such amounts held by the Escrow Agent pursuant to the following instructions Escrow Agreement, the “Working Capital Escrow Fund”, the “Indemnity Escrow Fund”, the “Generator Escrow Fund” and the “Severance Escrow Fund” respectively). Pursuant to the terms of the Company and Escrow Agreement, (w) all funds remaining in the Purchaser: (a) In Working Capital Escrow Fund, including all undistributed earnings thereon, shall be released to the event Payment Agent for distribution to the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase Sellers in accordance with Section 2.11 upon resolution of the terms of such notice. (b) In connection Adjustment Amount in accordance with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in questionSection 2.10, (iix) to fill all funds remaining in the number Indemnity Escrow Fund, including all undistributed earnings thereon but net of shares being transferredreserves for pending claims, will be released to the Payment Agent for distribution to the Sellers in accordance with Section 2.11 twelve (12) months following the Closing Date; and as each pending claim is resolved, the excess of the corresponding reserve (together with any undistributed earnings thereon) over the amount allowed will be released to the Payment Agent for distribution to the Sellers in accordance with Section 2.11, (y) all funds remaining in the Generator Escrow Fund, including all undistributed earnings thereon, shall be released to the Payment Agent for distribution to the Sellers in accordance with Section 2.11 twelve (12) months following the Closing Date and (iiiz) to deliver such assignmentall funds remaining in the Severance Escrow Fund, together with the certificate evidencing the Shares to including all undistributed earnings thereon, shall be transferred, released to the Company against the delivery of the purchase price Payment Agent for the number of shares of stock being purchased pursuant distribution to the exercise of Sellers in accordance with Section 2.11 six (6) months following the Repurchase OptionClosing Date. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security At the Closing, the Buyer shall deliver to the Escrow Agent a stock certificate registered in the name of the Escrow Agent or its nominee representing the Escrow Fund for the faithful performance purpose of securing the indemnification obligations of the terms of this Agreement Seller and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent Shareholders set forth in this transaction ("Agreement. The Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and delivered shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes of and in accordance with the terms of the Escrow Agreement. Until the termination of the escrow in accordance with the terms of the Escrow Agreement, the Seller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make-up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than $1.00, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the following instructions terms of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferredAgreement, and (iii) to deliver Seller may not direct any such assignmentsale during any blackout period under any insider trading policy or blackou▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇r, together with and the certificate evidencing the Shares to be transferred, Buyer shall promptly execute any and all required joint instructions to the Company against the delivery Escrow Agent to facilitate any and all such sales of the purchase price for Escrow Shares. Further, Seller shall have the number sole discretion to direct the investment of shares of stock being purchased amounts held in the Escrow Fund pursuant to the exercise of investment options specified in, and in accordance with the Repurchase Option. (c) Purchaser irrevocably authorizes restrictions of, the Company Escrow Agreement, and Buyer agrees to deposit with promptly execute any and all joint instructions to the Escrow Agent to facilitate any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedinvestments. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms Notwithstanding any provision of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise contrary, the Closing of the Repurchase OptionTransaction contemplated hereunder shall be completed in escrow, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the CompanyMichael A. Littman, or such other person designated by the CompanyEsq., as escrow agent in this transaction acting a▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such shall take place at his office and any funds and all documents are to delivered in escrow shall be held and disposed of by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement by and among Seller, Buyer and Escrow Agent, in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and this Agreement. The Escrow Agreement shall be executed and delivered by the Seller, Buyer and Escrow Agent pursuant to (as defined below). In furtherance of the foregoing, the following instructions of the Company and the Purchasershall apply: (a) In lieu of delivering the event the Company and/or any assignee of the Company exercises the Repurchase OptionPurchase Price to Seller as provided for in Section 1.3, Purchaser and the Company hereby irrevocably authorize and direct Buyer shall deliver or cause to be delivered, at or prior to Closing, to Escrow Agent for deposit into escrow pursuant to the Escrow Agent to execute Agreement, the transaction contemplated by notice aggregate amount of repurchase in accordance with $400,000 representing the terms of such noticePurchase Price. (b) In connection with such transaction lieu of delivering to Buyer certificates for the Shares and the original Notes provided for in Section 1.4, Seller shall deliver or cause to be delivered to Escrow Agent, at or prior to Closing, for deposit into escrow pursuant to the Escrow Agent is directed (iAgreement, certificate(s) to date the stock assignment necessary for the transfer in question, (ii) to fill registered in the number name of shares being transferredthe Seller representing the Shares, accompanied by stock powers duly endorsed in blank with a medallion signature guarantee by a national bank, and the original Notes together with a duly executed acceptable assignment. Prior to or at Closing, Seller shall also deliver to Escrow Agent certificates registered in the name of the Seller representing an additional 600,000 shares of the Company's common stock (iii) to deliver such assignment"Escrow Shares"), together with the certificate evidencing the Shares stock powers duly endorsed in blank with medallion signature guarantee, to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Optiondeposited in escrow and held in accordance with Section 1.6(c) below. (c) Purchaser irrevocably authorizes At such time as all of the Company conditions precedent to deposit Closing under Article VII hereof have been satisfied by the respective parties, and no party shall be in breach of any term, warranty, representation, covenant or agreement applicable to it or him, and each party shall have made all deliveries required by each of them under this Agreement, the parties hereto shall provide written notice to Escrow Agent directing that the funds and documents deposited in escrow be disposed of in accordance with the Escrow Agent any certificates evidencing Agreement and the Shares to be held by terms of this Agreement; provided, however, that the Escrow Agent hereunder shall retain the Escrow Shares in escrow to satisfy any indemnification obligations of Seller under Section 8.2 hereof and any additions and substitutions to said shares under the Assumption Agreement (as defined hereinin Sec- tion 7.3(d) hereof) ("Indemnity Escrow"). Purchaser irrevocably constitutes On the date forty-five (45) days following the Closing Date, to the extent that the Indemnity Escrow has not been and appoints is not the subject of an indemnification claim under Section 8.2 hereof or under the Assumption Agreement, the Indemnity Escrow Agent as his attorney-in-fact and agent for shall be released to the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedSeller. (d) Upon written request Buyer agrees to wire transfer a total sum of $30,000 (the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the "Deposit") to Escrow Agent will deliver to Purchaser a certificate or certificates representing so many upon execution and delivery of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documentsAgreement, securities, or other property belonging to Purchaser, with the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease Deposit to be Chief Financial Officer of held in escrow in accordance with the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood terms and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions conditions set forth in this Agreement and the Escrow Agreement. The Deposit shall be refunded and paid to Buyer in the event that the Transaction fails to close for any reason (other than solely as a result of Buyer's failure to satisfy the conditions precedent to Closing that are applicable to it under Section 7 and does not otherwise become 7.2 or as a party result of a material breach or inaccuracy of any representation, warranty, agreement or covenant by Buyer under this Agreement). The Deposit shall be paid to Seller in the event that the Transaction fails to close solely as a result of Buyer's failure to satisfy the conditions precedent to Closing that are applicable to it under Section 7.2 or solely as a result of a material breach or inaccuracy of any representation, warranty, agreement or covenant by Buyer under this Agreement.

Escrow. As security (a) At the Closing, as provided in Section 2.3(c) hereof, Buyer shall deliver, by wire transfer of immediately available funds, (i) an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the faithful performance of “Adjustment Escrow Account”) and (ii) an aggregate amount equal to the Indemnity Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Indemnity Escrow Account”), in each case, established pursuant to the terms of this Agreement the Escrow Agreement. The Adjustment Escrow Funds shall be maintained separately in the Adjustment Escrow Account. The Indemnity Escrow Funds shall be maintained separately in the Indemnity Escrow Account. Buyer and to insure the availability Seller shall each be responsible for delivery of Purchaser's Shares upon exercise one half (1/2) of the Repurchase Optionfees and expenses of the Escrow Agent. Subject to the limitations set forth in this Agreement, nothing in this Section 2.6 shall be construed as limiting claims by a Buyer Indemnified Person for satisfaction of any indemnification or other claims pursuant to Section 8.2 or otherwise, to the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of amount then held in escrow. (b) Seller, the Company, and Buyer agree for all Tax purposes that: (i) the right of Seller to the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be 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 other person amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Adjustment Escrow Amount and the Indemnity Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Adjustment Escrow Amount and the Indemnity Escrow Amount, or portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation 1.468B-8; and (iv) in no event shall the total amount of the Adjustment Escrow Amount or the Indemnity Escrow Amount paid to Seller under this Agreement exceed an amount designated by the CompanyParties prior to Closing. (c) On the third (3rd) Business Day after the twelve (12)-month anniversary of the Closing Date, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date Buyer and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by Seller shall cause the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (iAgreement) to date the stock assignment necessary for the pay (by wire transfer in question, (iiof immediately available funds) to fill in such account(s) designated by Seller, the number amount of shares being transferredany remaining Indemnity Escrow Funds that are not claimed by Buyer, and on or prior to the twelve (iii) 12)-month anniversary of the Closing Date, to deliver such assignmentbe owed to a Buyer Indemnified Person, together with the certificate evidencing the Shares any interest earned on any such amount, for distribution to Seller, all as may be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased provided in and pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities terms of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security On the date hereof, and in exchange for Seller’s covenant to cooperate in all material respects with Purchaser to permit Purchaser to conduct those activities listed on Schedule 2.1(b) prior to the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing Date, the Purchaser hereby pledges and delivers for shall deposit One Million Dollars ($1,000,000.00) (the “Escrow Amount”) into an escrow account with the [Chief Financial Officer] of the Company, or such other person designated by the CompanyTruist Bank, as escrow agent in this transaction ("“Escrow Agent"”), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms and conditions of such notice. the escrow agreement entered into as of the date hereof by and among Purchaser, the Seller, the Majority Shareholders and Escrow Agent, attached hereto as Exhibit 2.1(b) (bthe “Escrow Agreement”). If the Seller terminates this Agreement pursuant to Section 9.3(c) In connection with such transaction below, or if the conditions set forth in Section 9.1 hereof have been satisfied or validly waived but the Closing has not occurred pursuant to Section 2.3 hereof Purchaser and the Seller shall cause the Escrow Agent is directed (i) to date release the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, Escrow Amount to the Company against Seller within five (5) Business Days following the delivery date of such termination or event, as the case may be. If the Closing occurs, the Escrow Amount shall be utilized as a source of funds to satisfy the Seller’s obligations under Section 3.10 and any indemnification obligations set forth in Article 6 of this Agreement as more fully described in Section 6.5 hereof. The Escrow Agreement shall provide that, on or prior to the date that is five (5) Business Days following the one (1) year anniversary of the purchase price for Closing Date (the number of shares of stock being purchased pursuant to “Escrow Release Date”), Purchaser and the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with Seller shall cause the Escrow Agent to release any certificates evidencing then remaining portion of the Shares Escrow Amount to the Seller, less a portion of the Escrow Amount equal to the estimated Losses arising out of any then pending indemnification claims by Purchaser that are subject to Notices of Claim. Any portion of the Escrow Amount due to be released on the Escrow Release Date that continues to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this in escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to any unresolved Notice of Claim shall be delivered to the delivery, ownershipSeller, or right of possession of the Shares held by the Escrow Agent hereunderPurchaser, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if as applicable, or within five (5) Business Days following a Final Determination of a court such Notice of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. Claim. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.c)

Escrow. As security for (a) On or before the faithful performance date of the terms of this Agreement and Closing, each Buyer shall have delivered to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent its portion of the purchase price for the Convertible Debentures (the aggregate of purchase price referred to as the “Escrowed Funds”) and the Transaction Documents. The parties shall ensure that each Buyer’s portion of the Escrowed Funds will be delivered by to the Escrow Agent pursuant to the following instructions wire transfer instructions: BANK: CITIBANK, N.A., 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇: 0▇▇▇▇▇▇▇▇ BENEFICIARY: Gottbetter & Partners, LLP, Attorney Trust Account ACCOUNT: 4▇▇▇▇▇▇▇ REFERENCE: “Arbutus Resources, Inc. - [insert Buyer’s name]” Gottbetter & Partners Accounting Contact: V▇▇▇▇▇▇ ▇▇▇▇▇▇▇; telephone: (▇▇▇) ▇▇▇-▇▇▇▇; email: v▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. (b) The Company intends that the Transaction Documents and the Escrowed Funds shall be held in escrow by the Escrow Agent pursuant to this Agreement for their benefit and for the benefit of the Buyers as set forth herein. (c) The Escrow Agent shall hold and release the Transaction Documents and the Escrowed Funds only in accordance with the terms and conditions of this Article 8. (d) Subject to the provisions of Section 8(f), the Escrow Agent shall release the Transaction Documents and Escrowed Funds as follows: (i) On the Closing Date, the Escrow Agent will release the Transaction Documents to the Company and the Purchaser: (a) In Escrowed Funds to or for the event the Company and/or any assignee benefit of the Company exercises except that the Repurchase Optionlegal fees and expenses owed to Gottbetter & Partners, Purchaser and LLP as counsel to the Company hereby irrevocably authorize shall be deducted from the Escrowed Funds and direct released to Gottbetter & Partners, LLP. (ii) All funds to be delivered to the Company shall be delivered pursuant to written instructions substantially in the form of Exhibit A hereto (the “Instructions”) signed by the Company. (iii) Notwithstanding the above, upon receipt by the Escrow Agent to execute of the transaction contemplated by notice of repurchase Instructions, the Escrow Agent shall deliver the Transaction Documents and the Escrowed Funds in accordance with the terms of the Instructions; provided, however, that in the event of any conflict between such noticeInstructions and the provisions of Section 8(d)(i) of this Agreement, the provisions of Section 8(d)(i) shall control. (biv) In connection with such transaction Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Transaction Documents and the Escrowed Funds in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is directed final and non-appealable. (v) In the event Transaction Documents for an aggregate purchase price of not less than the Minimum of $420,000 and corresponding Escrowed Funds for an aggregate of not less than such Minimum of $420,000 have not been received by the Escrow Agent on or before the Termination Date, then the Escrow Agent shall release the Transaction Documents and the Escrowed Funds to the Buyers as soon as reasonably possible. (vi) The Company acknowledges that the only terms and conditions upon which the Transaction Documents and Escrowed Funds are to be released are set forth in this Article 8. The Company reaffirms its agreement to abide by the terms and conditions of this Agreement with respect to the release of the Transaction Documents and the Escrowed Funds. Any dispute with respect to the release of the Transaction Documents or Escrowed Funds shall be resolved pursuant to Section 8(f) or by agreement between the parties. (e) The Escrow Agent’s duties and responsibilities shall be subject to the following terms and conditions: (i) The Company and the Buyers acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to date inquire into whether either the stock assignment necessary for Company or the transfer in questionBuyers are entitled to receipt of the Transaction Documents or Escrowed Funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to fill in the number of shares being transferred, and this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with it hereunder and believed by the Escrow Agent any certificates evidencing the Shares in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult with counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and any additions in accordance with the opinion of such counsel. (ii) The Company and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the buyers acknowledge that the Escrow Agent is acting solely as his attorney-in-fact a stakeholder at their request and agent that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by the term Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Company agrees to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s partners, employees, agents, and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this escrow Agreement, except in the case of gross negligence or willful misconduct on the part of the Escrow Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to execute all documents appropriate to make such securities negotiable the Company and the Buyers under this Agreement and to complete any transaction herein contemplatedno other person. (diii) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, The Company agrees to reimburse the Escrow Agent will deliver for outside counsel fees, to Purchaser a certificate or certificates representing so many the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (iv) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Company. Prior to the effective date of the Shares resignation as are not then subject specified in such notice, the Company will issue to the Repurchase Option. Within 180 days after cessation Escrow Agent an Instruction authorizing delivery of Purchaser's continuous employment the Transaction Documents and the Escrowed Funds to a substitute escrow agent selected by the Company, or any parent or subsidiary of . If no successor escrow agent is named by the Company, the Escrow Agent will deliver may apply to Purchaser a certificate or certificates representing court of competent jurisdiction in the aggregate number State of Shares sold pursuant New York for appointment of a successor escrow agent, and to this Agreement deposit the Transaction Documents and not repurchased by Escrowed Funds with the Company or its assignees pursuant to exercise clerk of the Repurchase Optionany such court. (ev) If at The Escrow Agent does not have and will not have any interest in the time Transaction Documents or the Escrowed Funds, but is serving only as escrow agent in connection therewith, having only possession thereof. (vi) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (vii) The provisions of this Section 8(e) shall survive the resignation of the Escrow Agent or the termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunderAgreement. (f) The responsibilities Resolution of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company disputes arising under this Article 8 shall be subject to the Escrow Agent.following terms and conditions: (gi) It is understood and agreed that should If any dispute shall arise with respect to the delivery, ownership, or right of possession or disposition of the Shares held by Transaction Documents or the Escrowed Funds, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent is authorized to retain shall be authorized, without liability to anyone all anyone, to (i) refrain from taking any action other than to continue to hold the Transaction Documents or any part the Escrowed Funds pending receipt of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decreean Instruction from the Company, or judgment of (ii) deposit the arbitrator, if applicable, or of a Transaction Documents and Escrowed Funds with any court of competent jurisdiction after in the time for appeal has expired and no appeal has been perfectedState of New York, but in which event the Escrow Agent shall give written notice thereof to the Company and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty whatsoever to to, institute or defend any legal proceedings which relate to the Transaction Documents or the Escrowed Funds. The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel. (ii) The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Buyers, the Company or to any other person, firm, corporation or entity by reason of such proceedingscompliance. (g) The escrow established hereby shall terminate upon the release of all of the Transaction Documents and delivery to the Company of the Escrowed Funds in accordance with this Article 8, or at any time upon the agreement in writing of the Buyers and the Company. (h) By signing this AgreementThe Escrowed Funds shall neither be held in an interest bearing account nor will interest be payable in connection therewith. In the event the Escrowed Funds are deposited in an interest bearing account, each Buyer shall be entitled to receive its pro rata portion of any accrued interest thereon, but only if the Escrow Agent becomes a party hereto only for receives from such Buyer the purpose of executing the instructions set forth in this Section 7 Buyer’s United States taxpayer identification number and does not otherwise become a party to this Agreementother requested information and forms.

Escrow. As security for Subject to the faithful performance terms and conditions of this Agreement, the first $1.0 million of the Earn-Out Amount payable by Parent or the Surviving Company pursuant to the terms of this Agreement and shall be deposited by the Parent in escrow (the “Escrow Amount”) in lieu of paying such to insure the availability for delivery of Purchaser's Shares upon exercise holders of the Repurchase OptionCompany Stockholders that would otherwise be entitled to receive such pursuant to paragraph 1.5.3, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are Amount to be held by and in the name of the Escrow Agent and delivered for the period ending on the second anniversary of the date that the full $1.0 million is placed into escrow by the Escrow Agent Parent pursuant to the following instructions of terms hereof (the Company “Escrow Period”) and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct for such further period as may be required pursuant to the Escrow Agent Agreement. The Escrow Amount shall be allocated among the Persons entitled to execute receive them in the transaction contemplated by notice of repurchase same proportions as the Purchase Price is allocated among them, pursuant to paragraph 1.5, all in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing between Parent, the Representative referred to in paragraph 4.1.1, and an escrow agent to be mutually designated by the Parent and the Representatives (as defined in paragraph 4.1.1) prior to the Closing (the “Escrow Agent”), in substantially the form annexed hereto as Exhibit G (the “Escrow Agreement”). The Company Stockholders hereby direct, in the Letter of Transmittal, the Parent and the Merger Sub to issue the Escrow Amount in the name of the Escrow Agent, and to deliver such notice. (b) In connection with such transaction Escrow Amount to the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased held pursuant to the exercise terms of the Repurchase Option. (c) Purchaser irrevocably authorizes Escrow Agreement. The Letter of Transmittal shall, among other things, direct the Company Parent and the Merger Sub to deposit with deliver the Escrow Agent any certificates evidencing Amount to, and in the Shares name of, the Escrow Agent, to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject pursuant to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities terms of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security In the event that (i) Buyer makes one or more General Indemnity Claims or Environmental Indemnity Claims (together "Indemnity Claims") within the applicable time limits set forth above, and (ii) Buyer and Seller agree as to the dollar value of such claim (an "Agreed Value"), then, pursuant to joint written instruction to the Bank provided by Buyer and Seller, as provided in the Escrow Agreement, the Escrow Agent shall remit to Buyer from the Escrow Account an amount equal to the Agreed Value (up to an aggregate of Three Million Dollars ($3,000,000). In the event that (i) Buyer makes one or more Indemnity Claims within the applicable time limits set forth above, and (ii) there is no Agreed Value, then (x) Buyer may provide written notice to Escrow Agent and Seller, in the form set forth in the Escrow Agreement, of the existence of one or more Indemnity Claims for which there is no Agreed Value, accompanied by Buyer's estimated dollar value of such claims ("Disputed Amount"), and (y) the faithful performance of Escrow Agent, pursuant to the terms of this Agreement and the Escrow Agreement, shall cause an amount equal to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are Disputed Amount to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions in a segregated account, pending resolution of the Company and dispute. By 1:00 p.m. Eastern Standard Time on the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase OptionFirst Deferred Payment Date, Purchaser and the Company hereby irrevocably authorize and direct Buyer shall instruct the Escrow Agent to execute remit to Seller, by wire transfer of immediately available funds, an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000) less the transaction contemplated amount of any Agreed Value(s) and then-pending Disputed Amount(s) as of the First Deferred Payment Date. By 1:00 p.m. Eastern Standard time on the Second Deferred Payment Date, Buyer shall instruct the Escrow Agent to remit to Seller, by notice wire transfer of repurchase immediately available funds, an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000) less the amount of any Agreed Value(s) that arose after the First Payment Date and the then-pending Disputed Amounts that arose after the First Payment Date. The remittance of resolved Disputed Amounts shall be handled in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities conditions of the Escrow Agent hereunder shall terminate if he shall cease Agreement. If either Party elects to be Chief Financial Officer secure payment of the Company or if he Deferred Payments by use of a letter of credit, this Section 9.3 and the Escrow Agreement shall resign by written notice to each partybe amended. In To the event extent that the provisions of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President this Section 9.3 conflict with provisions of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this AgreementAgreement shall control.

Escrow. As security for (a) At the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as Indemnity Escrow Amount shall be placed in an escrow agent in this transaction account ("“Indemnity Escrow Agent"), two stock assignments duly endorsed Account ”) (with date and number of shares blanka) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent in accordance with the terms of this Agreement and delivered the terms of the Escrow Agreement, and (b) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The Indemnity Escrow Amount, excluding all income and gains generated in respect thereof and less any distributions made therefrom, all in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement, shall be referred to herein collectively as the “Escrow Funds ”. Other than the Indemnity Escrow Amount deposited by Purchaser with the Escrow Agent at Closing, neither Sellers nor Seller Affiliate shall have any obligation to pay any amounts into, or increase, the Escrow Funds. If Purchaser becomes entitled to a payment under Article XII and any Escrow Funds remain in the Indemnity Escrow Account, Purchaser and Sellers’ Representative shall deliver executed, written instructions to the Escrow Agent to release an amount from the Escrow Funds to Purchaser equal to the lesser of the payment amount and the total Escrow Funds. (b) On the first business day after the first anniversary of the Closing Date, Sellers’ Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to direct the Escrow Agent to release and distribute to Sellers, as directed by Sellers’ Representative, an amount equal to the aggregate of (if a positive number): (i) one-half the Indemnity Escrow Amount, less, (ii) the aggregate amount of funds previously distributed from the Escrow Funds for an indemnification claim under this Article XII, less, (iii) the aggregate amount of Claims for indemnification by Purchaser under Article XII that are pending and unresolved at such time and for which notice has been provided in accordance with Article XII, subject to the limitations set forth in Article XII. On the first business day after the expiration of the 18 Month Period, Sellers and Purchaser shall deliver joint written instructions to the Escrow Agent to direct the Escrow Agent to release and distribute to Sellers, as directed by Sellers’ Representative, an amount equal to the Escrow Funds remaining in the Indemnity Escrow Account less the aggregate amount of Claims for indemnification by Purchaser under Article XII that are pending and unresolved at such time and for which notice has been provided in accordance with Article XII, subject to the limitations set forth in Article XII. Thereafter, if at any time the amount of the Escrow Funds exceed the amount of any pending Claims, such excess funds shall be released from the Indemnity Escrow Account to Sellers, and the Purchaser and Sellers shall promptly and jointly instruct the Escrow Agent in writing to do the same. Purchaser, on one hand, and Sellers, on the other hand, will share equally the payment of any fees and expenses payable to the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionAgreement. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has Except in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of Fraud, any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence obligations of such appointment, the President of the Company Seller pursuant to Article XII shall be satisfied first from the Escrow AgentFunds. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms Upon execution of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionAgreement, the Purchaser hereby pledges and delivers for Pledgor shall deposit with Escrow Agent the [Chief Financial Officer] of the CompanyPledged Shares, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together along with the certificate or certificates evidencing aforesaid Assignment (all of which items shall hereinafter be referred to as the Shares. Such documents are "Pledged Documents") to be held in escrow for future delivery as follows: a. Escrow Agent shall deliver the Pledged Documents to Pledgee within ten (10) days after receiving an affidavit signed by Pledgee stating that: (i) Pledgor is in default under the Note and all periods of time within which to cure such default have expired; (ii) Pledgee is accelerating the entire unpaid balance due under the Note; and (iii) Pledgee demands delivery of the Pledged Documents. Pledgee shall simultaneously furnish Pledgor with a copy of said affidavit. Upon such delivery of the Pledged Documents, Escrow Agent's duties hereunder shall terminate. b. In the event Escrow Agent has not delivered the Pledged Documents pursuant to subparagraph a above, then Escrow Agent shall deliver the Pledged Documents to Pledgor within ten (10) days after receipt of the original of the Note marked "paid in full," accompanied by instructions from Pledgor indicating that said Note has been paid in full and the Pledged Documents shall be delivered to Pledgor at the address specified therein. Upon such delivery of the Pledged Documents, Escrow Agent's duties hereunder shall terminate. Pledgee agrees to deliver the Note to Pledgor marked "paid in full," immediately upon satisfaction thereof. c. Upon execution of this Agreement, Pledgor shall deliver to the Escrow Agent Stock Certificate Number 030121, representing Ten Million Six Hundred Sixty Six Thousand Six Hundred Ten (10,666,610) shares of common stock of Centrack International, Inc. Pledgor shall further execute an endorsement/assignment of said Certificate appointing the Escrow Agent as Attorney to effectuate division and delivered reissuance of same as follows: 1. One Million (1,000,000) shares to Pledgor, same to be held in escrow by the Escrow Agent pursuant to the following instructions terms of this Agreement. 2. Thirty Thousand (30,000) shares to the Pledgee as consideration for the loan being extended pursuant to the Promissory Note attached hereto. 3. Nine Million Six Hundred Sixteen Thousand Six Hundred Ten (9,636,610) shares which shall be forwarded to Pledgor upon receipt by the Escrow Agent. Nothing hereinabove withstanding to the contrary, until such time as the above division of the Company and stock is accomplished, the Purchaser: (a) In the event the Company and/or any assignee total number of shares shall constitute collateral for payment of the Company exercises the Repurchase Option, Purchaser obligations pursuant to this Agreement. Pledgor and the Company Pledgee hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction acknowledge that the Escrow Agent is directed (i) making no representations as to date right or legality pertaining to the above division of the stock assignment necessary for the transfer in question, (ii) to fill or its sale in the number event of shares being transferredthe default, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder Pledgor and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Pledgee each agree that Escrow Agent shall deliver such property have no liability resulting from the inability to Purchaser accomplish the terms of this Pledge Agreement due to the inability to divide, transfer or sell the stock. Pledgor and be discharged of all further obligations hereunder. (f) The responsibilities of the Pledgee each agree to indemnify and hold Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth harmless in this Section 7 regard and does not as otherwise become a party to provided for in this Agreement.

Escrow. As security for the faithful performance of the terms Notwithstanding any provision of this Agreement and to insure the availability contrary, in lieu of delivering to holders of shares of Company Common Stock certificates for delivery the full number of Purchaser's Shares upon exercise shares of Parent Common Stock provided for in Section 2.7, Parent shall deliver or cause to be delivered (A) to each such holder one or more certificates, registered in the name of such holder (subject to Section 2.8(e)), for a number of shares of Parent Common Stock equal to 90% of the Repurchase Option, the Purchaser hereby pledges aggregate number of shares of Parent Common Stock otherwise issuable to such holder pursuant to Section 2.7; and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, (B) to State Street Bank and Trust Company as escrow agent in this transaction (the "Escrow Agent") for deposit into the escrow fund (the "Escrow Fund") provided for in the escrow agreement in the form attached as Exhibit 2.8 hereto (the "Escrow Agreement"), two stock assignments duly endorsed (with date and to secure the indemnity obligations under Section 11.2, one or more certificates, registered in the name of the Escrow Agent, for a number of shares blank) together with of Parent Common Stock equal to the certificate or certificates evidencing Escrow Amount out of the Shares. Such documents are aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 2.7 upon conversion of all of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, all of which will be held as part of the Escrow Fund and disposed of by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms provisions of the Escrow Agreement. Such shares shall be beneficially owned by the holders on whose behalf such notice.shares were deposited in the Escrow Fund and shall be available to compensate the Parent Indemnitees as provided in Article 11. The Escrow Agreement is incorporated herein by reference and shall be considered part of this Agreement. By voting for or failing to dissent from the approval of this Agreement, each Company Shareholder automatically and without any further act or deed irrevocably agrees that: (bA) In connection with such transaction Company Shareholder accepts and shall be bound by the terms and provisions of the Escrow Agent is directed Agreement; and (iB) to date the stock assignment necessary for the transfer in question, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (ii) to fill or his successor as provided in the number of shares being transferred, and Escrow Agreement) is appointed Shareholder Representative (iiithe "Shareholder Representative") to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery for purposes of the purchase price Escrow Agreement with all rights, powers and authority provided for in the number of shares of stock being purchased Escrow Agreement and that any action taken by the Shareholder Representative pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood conclusive, valid, binding and agreed that should any dispute arise enforceable with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until each such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsCompany Shareholder. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security The purchase price for the faithful performance sale of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise notes will be placed in escrow pending completion of the Repurchase Option, acquisition of oil and gas properties from Plains Exploration & Production Company (the Purchaser hereby pledges “Acquisition”) and delivers for deposit with MMR’s raising additional capital in an amount of $500 million from Freeport-McMoRan Copper & Gold Inc. (the [Chief Financial Officer] of the Company, or such other person designated “Additional Financing”). Any amounts held in escrow may be invested in certain specific investments as directed by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the SharesMMR. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery The release of the purchase price for the number sale of the notes from the escrow account to MMR as payment for the notes, and issuance thereof, is conditioned upon the concurrent completion of the Acquisition and the Additional Financing. If (i) the Acquisition and Additional Financing are not consummated on or prior to March 31, 2011, or (ii) MMR provides notice that the Acquisition or Additional Financing will not be consummated, then, in any such case, the escrow agent will promptly return holders’ funds to them, with a commitment fee in an amount equal to 4% per annum in respect of the time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and interest earned on the funds while held and invested in escrow, and MMR will not issue the notes. If the conditions to closing specified above are satisfied, then (x) the escrow agent will release holders’ funds to MMR concurrently upon MMR’s issuance of the notes to the holders that placed funds in escrow, (y) MMR will pay to the holders a commitment fee in an amount equal to 2% per annum in respect of the time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and interest earned on the funds while held and invested in escrow, and (z) interest on the notes will accrue at the rate specified opposite “Interest” above from the date on which the notes were originally issued. Registration Rights: MMR will enter into a registration rights agreement for the benefit of the holders of the notes, pursuant to which it will agree to file a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of the notes and the shares of common stock being purchased issuable upon conversion thereof. MMR will use its commercially reasonable efforts (i) to cause such shelf registration statement to become effective no later than 30 days after the date of original issuance of the notes, and (ii) to keep it effective until such date that all of the notes and the MMR common stock issuable upon conversion thereof cease to be outstanding or have either been (x) sold or otherwise transferred pursuant to an effective registration statement or (y) sold pursuant to Rule 144 under circumstances in which any legend borne by the notes or common stock relating to restrictions on transferability thereof is removed or such notes or common stock are eligible to be sold by the holders thereof (other than MMR’s affiliates) without restriction pursuant to the exercise volume limitations of Rule 144 under the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, Securities Act or any parent successor rules thereto or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Optionotherwise. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Upon the faithful performance Closing, Parent shall withhold 10% of the terms shares of this Agreement Parent Common Stock (the "Escrow Shares") and to insure the availability for delivery of Purchaser's Shares upon exercise 10% of the Repurchase OptionCash Consideration, if applicable (the Purchaser hereby pledges "Escrow Cash") payable by Parent hereunder in respect of Company Capital Stock outstanding on the date hereof, and delivers for deposit with the [Chief Financial Officer] of the deliver such shares and cash to Chase Manhattan Trust Company, or such other person designated by the Company, National Association as escrow agent in this transaction (the "Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent as collateral to secure the rights of the Parent Indemnitees under Section 9 hereof. The Escrow Shares and delivered by the Escrow Agent Cash shall be held pursuant to the following instructions provisions of an escrow agreement substantially in the form of Exhibit D (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Company Escrow Agent, and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser Escrow Shares and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to Cash will be held by the Escrow Agent hereunder for a period to end 90 days from the Closing Date (the "Escrow Period"); provided, however, that in the event any Parent Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall continue (and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent will continue to hold, in accordance with the Escrow Agreement, a certain portion of the Escrow Shares and Escrow Cash) until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares and Escrow Cash as his attorneycollateral to secure the rights of the Parent Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representatives (as defined in Section 10.1) as the representatives under the Escrow Agreement of the stockholders receiving shares of Parent Common Stock under this Agreement (and Cash Consideration, if applicable) and as the attorneys-in-fact and agent agents for the term and on behalf of this escrow to execute all documents appropriate to make each of such securities negotiable and to complete any transaction herein contemplatedstockholders (other than holders of Appraisal Shares). (db) Upon written request of The Escrow Agreement shall require that: (i) all dividends paid on the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, Escrow Shares be distributed promptly by the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, Company stockholders who contributed the Escrow Agent will deliver to Purchaser a certificate Shares or certificates representing on whose behalf the aggregate number of Escrow Shares sold pursuant to this Agreement and not repurchased by were contributed under the Company or its assignees pursuant to exercise of the Repurchase Option.Escrow Agreement; and (eii) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities voting rights of the Escrow Agent hereunder shall terminate if he shall cease to Shares be Chief Financial Officer exercisable on behalf of the Company stockholders who contributed the Escrow Shares or if he shall resign by written notice on whose behalf the Escrow Shares were contributed under the Escrow Agreement or their authorized agent disclosed in writing to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (a) On the Closing Date, the Buyer shall deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing the Escrow Shares, as described in Section 1.5, for the faithful performance purpose of securing the indemnification obligations of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, Indemnifying Stockholders (as escrow agent defined in Section 6.1) set forth in this transaction ("Agreement. The Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to Shares shall be held by the Escrow Agent under, and delivered by disbursed in accordance with, the Escrow Agent Agreement pursuant to the following instructions terms thereof. The Escrow Agreement shall provide that one-third of the Escrow Shares shall be released from escrow six months after the Closing Date and the remaining Escrow Shares will be released from escrow on the first anniversary of the Closing Date, subject in each case to the delivery of notice of a Dispute pursuant to Article VI below and the terms of the Escrow Agreement; provided, however, that (i) Escrow Shares with a Value (as defined -------- ------- below) of UK(Pounds)200,000 shall be held in escrow until the date that is ten business days after the eighteen month anniversary of the consummation of the Company's disposition of Interglobe Telecommunications (International) plc, pursuant to an Agreement between the Company and Redstone Telecom plc dated February 24, 2000 (the "Interglobe Agreement") for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and (ii) Escrow Shares with a Value of $1,000,000 shall be held in escrow until two years after the Closing Date for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and breaches of the representations and warranties of the Company set forth in Section 2.9 (and the Purchaser: (a) In the event the Company and/or any assignee portion of the Company exercises Certificate pertaining thereto). The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Repurchase Option, Purchaser purposes and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticethe Escrow Agreement. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number The adoption of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased the approval of the Merger by the Company or its assignees pursuant Stockholders shall constitute approval by the Company Stockholders voting to exercise of approve the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities Merger of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer Agreement and of all of the Company or if he shall resign by written notice to each party. In arrangements relating thereto, including without limitation the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President placement of the Company shall be Escrow Shares in escrow and the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession appointment of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsIndemnification Representatives. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for On the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing Date, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the CompanyHBC, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee Stockholders’ Representative, on behalf of the Company exercises Stockholders, shall enter into an escrow agreement in the Repurchase Optionform attached hereto as Exhibit A (the “Escrow Agreement”) with a bank or a licensed escrow agent (the “Escrow Agent”), Purchaser and HBC, on behalf of the Company hereby irrevocably authorize and direct Stockholders, shall deposit into an interest bearing account in escrow (“Escrow Account”), the Escrow Agent Amount in such amounts attributed to execute each Stockholder as set out on the transaction contemplated Spreadsheet. The Escrow Account shall be available for the payment of claims by notice the HBC Indemnified Parties for indemnification pursuant to Article VIII. The Escrow Account shall also be available to HBC (at its sole option) for any of repurchase the Settlement Amount due HBC as set forth in accordance with Section 1.05. The Escrow Agreement shall provide for the terms of such notice. (b) In connection with such transaction release to each Stockholder any undisputed amounts remaining in the Escrow Agent is directed Account on the fifteenth (i15th) to date day following the stock assignment necessary for eighteen (18) month anniversary of the transfer in question, (ii) to fill Closing Date. Each Stockholder’s respective interest in the number of shares being transferred, and (iii) to deliver such assignment, together with Escrow Account shall equal the certificate evidencing the Shares to be transferred, to the Company against the delivery amount of the purchase price for the number of shares of stock being purchased pursuant to the exercise Escrow Account, plus any interest that accrues in respect of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held Amount, multiplied by the Escrow Agent hereunder and any additions and substitutions Pro Rata Percentage Interest. All obligations to said shares as defined herein. Purchaser irrevocably constitutes and appoints reimburse the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, set forth in the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment Agreement shall be payable 50% by HBC and 50% by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased Stockholders (in accordance with their Pro Rata Percentage Interest) upon demand by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) At the faithful performance Closing, the Escrow Amount shall be deposited with a person or an institution selected by Buyer with the reasonable consent of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the CompanyStockholders, as escrow agent in this transaction (the "Escrow Agent"), two stock assignments duly endorsed such deposit to constitute the escrow fund (with date the "Escrow Fund") and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be governed by the terms set forth herein and in the Escrow Agreement. The Escrow Fund shall be available to compensate Buyer pursuant to the indemnification obligations of the Stockholders as set forth in Section 8.2; provided, however, that Buyer may recover Losses in excess of the Escrow Amount directly from M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in respect of breaches of any of the representations and warranties set forth in the third through seventh sentences of Section 2.1 above. The Escrow Fund shall be the initial but not the exclusive recourse of the Buyer in the event the indemnification obligations of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in respect of breaches of any of the representations and warranties set forth in the third through seventh sentences of Section 2.1 above exceed the amount of the Escrow Fund. (b) The Escrow Agent shall hold the Escrow Fund (or any then remaining portion thereof), subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 8.5(e) below, in escrow until that date which shall be the earlier of (i) the date on which the Escrow Agent receives instructions to terminate the escrow and distribute the Escrow Fund signed by each of Buyer and the Stockholders, and (ii) the eighteenth (18th) month anniversary of the date of the Closing Date (the "Termination Date"), provided, however, that if such termination is pursuant to clause (ii) above, the Escrow Agent shall continue to hold and not release after the Termination Date all or a portion of the Escrow Fund equal in stated value to the dollar amount of any claim or claims described in any Indemnification Claim Notice that is submitted but not resolved before the Termination Date (such amount being referred to as the "Disputed Claim Amount"). (c) Within three (3) Business Days after the Termination Date (the "Release Date"), the Escrow Agent shall release from escrow to the Stockholders, pro rata, all or any then remaining portion of the Escrow Fund, less the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any dispute by settlement and provided the Escrow Agent with mutually executed delivery instructions with respect to the portion of the Escrow Fund then held by the Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Escrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. (d) The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by any Stockholder or be taken or reached by any legal or equitable process in satisfaction of debt or other liability of any Stockholder, prior to the delivery to the Stockholders of the Escrow Fund by the Escrow Agent as provided herein. (e) At any time after the Closing, Buyer may give written notice to the Stockholders and delivered Escrow Agent that Buyer claims all or any part of the Escrow Fund in satisfaction of any damages for which Buyer is entitled to be indemnified pursuant to this Agreement (such claim is herein referred to as an "Indemnification Claim" and any such written notice of a claim is hereinafter referred to as an "Indemnification Claim Notice"). The Indemnification Claim Notice shall set forth in reasonable detail: (i) the nature of the Indemnification Claim; and (ii) the amount of the Indemnification Claim (hereinafter referred to as the "Indemnification Claim Amount"). In the event Buyer gives any Indemnification Claim Notice to Escrow Agent, Buyer shall also give such Notice to the Stockholders at the same time such Notice is given to the Escrow Agent. Within fifteen (15) calendar days following receipt of an Indemnification Claim Notice which specifies the amount of the Indemnification Claim, Escrow Agent shall charge the Escrow Fund for the Indemnification Claim Amount and pay to Buyer the Indemnification Claim Amount unless Escrow Agent receives a written notice from any Stockholder (the “Representative's Notice") objecting to such charge and payment and disputing the Indemnification Claim. The Representative's Notice shall be given to Buyer and Buyer's counsel at the same time the Representative's Notice is given to the Escrow Agent, and shall set forth (i) the amount of the Indemnification Claim Amount in dispute, (ii) the amount of the Indemnification Claim not in dispute, and (iii) in reasonable detail the basis for the dispute. In the event of such a dispute, the Escrow Agent shall pay to Buyer that portion of the Indemnification Claim Amount which is not in dispute, if any, and Buyer and the Stockholder giving the Representative Notice shall use commercially reasonable efforts to mutually resolve the dispute within ten (10) days of Buyer's receipt of the Representative's Notice. In the event such resolution does not occur within said ten-day time period, the dispute shall be promptly submitted to binding arbitration, conducted in accordance with the Commercial Rules of the American Arbitration Association, to determine which Party is entitled to the disputed portion of the Indemnification Claim Amount; provided, however, that if the disputed amount is greater than $500,000, either Party shall have the option, prior to the commencement of arbitration proceedings, to pursue and obtain resolution of such dispute and determination through litigation. The disputed portion of the Indemnification Claim Amount shall then be paid by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, arbitrators' award or judgment of the arbitratorcourt, if applicableas the case may be. In resolving such dispute, the arbitrator or the court, as the case may be, shall determine the "prevailing party" for purposes of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Section 11.5 below. Any amount paid to Buyer from the Escrow Agent Fund pursuant to the foregoing provisions of this Agreement shall be under no duty whatsoever to institute or defend such proceedingsdeemed a reduction in the Purchase Price. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (a) Subject to the provisions of Section 4.1 above, Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the faithful performance holding of escrow funds until the terms earlier of (i) the Closing, or (ii) the termination of this Agreement and in accordance with any right hereunder. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to insure the availability for delivery of Purchaser's Shares upon exercise party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Repurchase OptionEvaluation Period, the Purchaser hereby pledges ▇▇▇▇▇▇▇ Money Deposit and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to all interest accrued thereon will be held returned by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) . In the event the Company and/or any assignee 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 Company exercises ▇▇▇▇▇▇▇ Money Deposit, including the Repurchase Optioninterest. In all other instances, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to execute either party until Escrow Agent has been requested by Seller or Purchaser to release the transaction contemplated by notice ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of repurchase in accordance with the terms ▇▇▇▇▇▇▇ Money Deposit. Purchaser represents that its tax identification number, for purposes of such noticereporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that their tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇ for ▇▇▇▇▇▇ Realty, and ▇▇-▇▇▇▇▇▇▇ for Folsom Realty. (b) In Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection with such transaction the herewith. The parties acknowledge that Escrow Agent is directed acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to date hold the stock assignment necessary for the transfer Escrowed Funds until otherwise directed in question, a writing signed by all parties hereto or (ii) to fill in deposit the number of shares being transferred, and (iii) to deliver such assignment, together Escrowed Funds with the certificate evidencing the Shares to be transferred, to the Company against the delivery clerk of the purchase price Denver District Court. Upon such deposit, Escrow 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 number advice of shares of stock being purchased pursuant to the exercise of the Repurchase Optionsuch counsel. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property not be required to Purchaser and defend any legal proceeding which may be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise instituted against it with respect to the deliveryEscrowed Funds, ownership, the Property or right the subject matter of possession this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of the Shares held by the such defense. Escrow Agent hereunder, the Escrow Agent is authorized shall not be required to retain without liability to anyone all or institute legal proceedings of any part of said Shares until such disputes kind and shall have been settled either by mutual written agreement no responsibility for the genuineness or by a final order, decree, validity of any document or judgment other item deposited with it or the collectibility of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the any check delivered in connection with this Agreement. Escrow Agent shall be under no duty whatsoever fully protected in acting in accordance with any written instructions given to institute or defend such proceedingsit hereunder and believed by it to have been signed by the proper parties. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Escrow Agent shall hold the faithful performance Fund and documents in escrow, dispose of the terms Fund, pro rate revenues and expenses and deliver documents only in accordance with the following provisions: (a) Simultaneously with the full execution of this Agreement Agreement, Purchaser and to insure Seller opened an escrow (the availability for delivery of Purchaser's Shares upon exercise of "Escrow") with ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.A. (the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shareswhose address is ▇▇▇ ▇. Such documents are ▇▇▇▇▇▇▇ Boulevard, Suite 1000, Tampa, FL 33602, by delivering to be held by the Escrow Agent and delivered by the Initial Deposit. Within two days after the full execution of this Agreement, the parties shall deliver to Escrow Agent pursuant to the following instructions a fully executed copy of this Agreement. The purchase and sale of the Company and Property shall be completed through the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignmentEscrow. This Agreement, together with the certificate evidencing the Shares standard form provisions of Escrow Agent, which are attached hereto as Schedule "7", shall constitute joint escrow instructions to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit Escrow Agent in connection with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each partyEscrow. In the event of any such termination or resignationinconsistency between the provisions of this Agreement (other than Schedule "7") and the provisions of Schedule "7", the Company former shall appoint a successor Escrow Agentprevail. In the absence of Purchaser and Seller hereby agree to execute such appointment, the President of the Company shall additional instructions not inconsistent with this Agreement as may be the reasonably required by Escrow Agent. (gb) It At the Closing, the Escrow Agent shall do the following: (i) Prorate all matters in accordance with Section 3, above, based on the latest available information and obtain Seller's and Purchaser's approval of those prorations; (ii) Cause the Deed and the Prudential Lease Memorandum to be recorded; (iii) Disburse all funds deposited with Escrow Agent by Purchaser in payment of the Purchase Price for the Property as follows: A. Deduct the amount of items chargeable to the account of Seller pursuant to this Agreement; B. Disburse to Seller's Broker its commission relating to the sale of the Premises in accordance with a separate agreement, a copy of which was delivered to Escrow Agent and the initial commission relating to the Prudential Lease (but not any commissions owed on the Prudential Lease after the commencement date of the Prudential Lease, which commissions shall be the responsibility of Purchaser); C. The remaining balance of the funds deposited by Purchaser in the Escrow in payment of the Purchase Price shall be disbursed to Seller pursuant to its demand; (iv) Deliver to Seller the following documents: Original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Purchaser pursuant to Section 12 hereof. (v) Deliver or cause to be delivered to Purchaser the marked up Title Commitment referenced in Section 11 above and the following documents: A photostat copy of the Deed and original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Seller pursuant to Section 11 hereof. (c) The costs incidental to the Closing shall be paid as follows: (i) Seller shall pay: (A) Fifty percent (50%) of the Documentary Stamps due on the Deed; (B) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (C) Fifty percent (50%) of the cost of the Survey; (D) the cost of recording the Deed; and (E) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (ii) Purchaser shall pay: (A) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (B) Fifty percent (50%) of the cost of the Survey; (C) Fifty percent (50%) of the Documentary Stamps due on the Deed; and (D) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (iii) Purchaser and Seller shall each pay their own legal fees and other incidental expenses incurred in connection with the transaction contemplated by this Agreement. (iv) Purchaser shall pay all documentary stamps, intangible taxes, and recording fees on any note, mortgage or document evidencing a security interest executed in connection with placement of debt on the Premises and any lender's title insurance policy ($250.00) and any title insurance endorsements required by lender (at promulgated rates). (v) Any other costs or expenses in connection with the transaction contemplated by this Agreement shall be apportioned in the manner customary in similar real estate transactions in ▇▇▇▇▇ County, Florida. (d) Escrow Agent shall deliver the Fund to Seller or Purchaser, as the case may be, as follows: (i) to Seller, upon completion of the Closing; or (ii) to Seller, after receipt of Seller's demand in which Seller certifies either that (A) Purchaser failed to pay the Purchase Price at the Closing, (B) Purchaser has otherwise defaulted under this Agreement and did not cure such default after notice as provided in Section 16(b) hereof, or (C) this Agreement has been otherwise terminated or cancelled, and Seller is understood thereby entitled to receive the Fund; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Purchaser in accordance with Section 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Purchaser within such ten (10) day period; or (iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (A) Seller is unable to deliver title to the Premises as required hereby, (B) Seller has otherwise defaulted under this Agreement and agreed that should any dispute arise did not cure such default after notice as provided in Section 17(c) hereof, or (C) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to receive the Fund; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Fund, ▇▇▇▇▇▇ Agent shall be relieved of all liability hereunder and with respect to the deliveryFund. Escrow Agent shall deliver the Fund, ownershipat the election of the party entitled to receive the same, by (i) a good, unendorsed trust account check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or right (iii) a bank wire transfer of possession immediately available funds to an account designated by such party. (i) Upon receipt of a written demand from Seller or Purchaser under Section 20(d)(ii) or (iii), Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Shares held Fund to the party making such demand by the giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent hereundershall send a copy of such Notice of Objection to the party who made the demand; and thereafter, the in its sole and absolute discretion, Escrow Agent is authorized may elect either (A) to retain without liability continue to anyone all or any part of said Shares hold the Fund until such disputes shall have been settled either by mutual Escrow Agent receives a written agreement or by a final order, decree, or judgment of Purchaser and Seller directing the disbursement of the arbitratorFund, if applicablein which event Escrow Agent shall disburse the Fund in accordance with such agreement; and/or (B) to take any and all actions as Escrow Agent deems necessary or desirable, or of a in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Fund into any court of competent jurisdiction after and bringing any action of interpleader or any other proceeding; and/or (C) in the time event of any litigation between Seller and Purchaser, to deposit the Fund with the clerk of the court in which such litigation is pending. (ii) If Escrow Agent is uncertain for appeal any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has expired received any written demand under Section 20(d)(ii) or (iii), or Notice of Objection under Section 20(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and no appeal has been perfectedapply the Fund pursuant to Section 20(e)(i)(A),(B) or (C) and may decline to take any other action whatsoever. In the event the Fund is deposited in a court by Escrow Agent pursuant to Section 20(e)(i)(B) or (C), but the Escrow Agent shall be under no duty entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to institute disposition of the Fund, Purchaser and Seller shall pay the attorney's fees and costs incurred by Escrow Agent (which said parties shall share equally, but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or defend such proceedingsbecomes, a party. (hf) By signing Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent becomes shall place the Funds in an Approved Investment. The interest, if any, which accrues on such Approved Investment shall be deemed part of the Fund; and Escrow Agent shall dispose of such interest as and with the Fund pursuant to this Agreement. Escrow Agent may not commingle the Fund with any other funds held by Escrow Agent. Escrow Agent may convert the Fund from the Approved Investment into cash or a party hereto only non-interest-bearing demand account at an Approved Institution as follows: (i) at any time within three (3) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended, at any time within three (3) days prior to the accelerated or extended Closing Date (PROVIDED, HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the Fund in cash or a non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of any such adjournment). (g) As used herein, the term "Approved Investment" means (i) any interest-bearing demand account or money market fund in First Union National Bank of Florida, N. A. branch located in the City of Tampa or in any other institution otherwise approved by both Seller and Purchaser (collectively, an "Approved Institution"), or (ii) any other investment approved by both Seller and Purchaser. The rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall be made in the sole discretion of Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreementhereof.

Escrow. As security for (a) At the faithful performance Closing, Eight Hundred (800) shares of the terms of this Agreement Series H Preferred Stock otherwise issuable to McCormack at Closing (the "Escrow Shares") shall be registe▇▇▇ ▇▇ ▇he name of, and to insure be deposited with an institution selected by Buyer with the availability for delivery of Purchaser's Shares upon exercise reasonable consent of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the CompanySeller Representative, as escrow agent in this transaction (the "Escrow Agent"), two stock assignments duly endorsed such deposit to constitute the escrow fund (with date the "Escrow Fund") and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held governed by the Escrow Agent terms set forth herein and delivered by in the Escrow Agent Agreement attached hereto as Exhibit J. The Escrow Fund shall be available to compensate Buyer and Fonix pursuant to the following instructions indemnification obligations of the Company Sellers and McCormack as set forth in Section 8.2. The Escrow Fund shall ▇▇ ▇▇▇ ▇nitial but not the Purchaser: (a) In the event the Company and/or any assignee exclusive recourse of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticeBuyer Indemnified Persons. (b) In connection with such transaction While the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill Shares remain in the number Escrow Agent's possession pursuant to this Agreement, McCormack will retain and will be able to exercise all oth▇▇ ▇▇▇▇▇ents of shares being transferred, and (iii) to deliver such assignment, together ownership of said Escrow Shares which are not inconsistent with the certificate evidencing the Shares to be transferred, to the Company against the delivery terms and conditions of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Optionthis Agreement. (c) Purchaser irrevocably authorizes The Escrow Agent shall hold the Company Escrow Fund (or any then remaining portion thereof), subject to deposit with any earlier releases of any portion of the Escrow Fund pursuant to Section 8.7(f) below, in escrow until that date which shall be the earlier of (i) the date on which the Escrow Agent any certificates evidencing receives instructions to terminate the Shares escrow and distribute the Escrow Fund signed by each of Fonix, Buyer and McCormack, and (ii) the second anniversary of the date o▇ ▇▇▇▇ Agreement (the "Termination Date"), provided, however, that if such termination is pursuant to be held by clause (ii) above, the Escrow Agent hereunder shall continue to hold and not release after the Termination Date all or a portion of the Escrow Fund equal in stated value to the dollar amount of any additions and substitutions to said shares claim or claims described in any Officer's Certificate (as defined herein. Purchaser irrevocably constitutes and appoints in Section 8.7(f) below) that is submitted but not resolved before the Escrow Agent Termination Date (such amount being referred to as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated"Disputed Claim Amount"). (d) Upon written request of Within three (3) business days after the Purchaser, but no more than once per calendar year, unless Termination Date (the Repurchase Option has been exercised"Release Date"), the Escrow Agent will deliver shall release from escrow to Purchaser a certificate McCormack all or certificates representing so many any then remaining portion of the Shares as are not then subject Escrow ▇▇▇▇, ▇▇ss the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any dispute by the Company, or any parent or subsidiary of the Company, settlement and provided the Escrow Agent will deliver with mutually executed delivery instructions with respect to Purchaser a certificate or certificates representing the aggregate number portion of Shares sold pursuant to this Agreement and not repurchased the Escrow Fund then held by the Company Escrow Agent, of (ii) any party shall have commenced a legal action or its assignees pursuant arbitration to exercise resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Repurchase OptionEscrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. (e) If at The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by McCormack or be taken or reached by any legal or equitable pr▇▇▇▇▇ ▇▇ satisfaction of debt or other liability of McCormack, prior to the time delivery to McCormack of termination of this escrow the Escrow F▇▇▇ ▇▇ ▇▇e Escrow Agent as provided herei▇. (f) Upon receipt by the Escrow Agent has on or before the Termination Date of a certificate signed by any executive officer of Fonix or Buyer (an "Officer's Certificate") (i) stating that with respect to the indemnification obligations of the Sellers and McCormack pursuant to this Agreement, Damages exist, and (▇▇) ▇▇▇cifying in his possession any documentsreasonable detail the individual items of such Damages included in the amount so stated, securitiesthe date each such item was paid or became payable, and the nature of the misrepresentation, breach of warranty or covenant, or other property belonging claim to Purchaserwhich such item is related, the Escrow Agent shall within two (2) Business Days deliver to McCormack a copy of the Officer's Certificate. No earlier than ▇▇▇ (10) Business Days and no later than fifteen (15) Business Days after the originally delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall deliver such property to Purchaser and be discharged Fonix or Buyer (as specified in the Officer's Certificate) out of the escrow, as promptly as practicable, all further obligations hereunder. (f) The responsibilities or a portion of the Escrow Fund having a value equal to the dollar amount of such Damages, unless prior to such delivery McCormack commences an action to prohibit such delivery, ▇▇ ▇▇▇▇▇ case, the Escrow Agent hereunder shall terminate if he shall cease continue to be Chief Financial Officer hold the amount of the Company or if he shall resign by written notice to each partyclaim set forth in the Officer's Certificate until such dispute is resolved. In For the event purpose of any such termination or resignationcompensating Fonix for its Damages, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company Shares shall be the Escrow Agentvalued at their stated value. (g) It is understood and agreed that should The Escrow Agent shall have the authority to effect any dispute arise with respect to the delivery, ownership, or right transfer of possession of the Escrow Shares held contemplated by the Escrow Agent hereunder, Agreement. Fonix will cooperate with the Escrow Agent is authorized in promptly issuing stock certificates to retain without liability to anyone all effect such transfers or replacement stock certificates for any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment portion of the arbitrator, if applicable, or Escrow Fund not transferred out of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsescrow. (h) By signing this Notwithstanding anything to the contrary herein or in the Escrow Agreement, on the first anniversary of the Closing Date, the Escrow Agent becomes shall release and distribute to McCormack a party hereto only for total of Four Hundred (400) Escrow Shares, pro▇▇▇▇▇ ▇▇at, as of such date, and giving effect to and after such distribution, the purpose of executing Escrow Fund continues to have deposited shares having sufficient stated value at least equal to the instructions set forth in this Section 7 and does not otherwise become a party amounts claimed under any Officer's Certificate submitted on or prior to this Agreementsuch release date.

Escrow. As security for At the faithful performance Second Closing, Buyers shall deposit (or shall cause Vertex to deposit) an aggregate amount equal to 1,000,000 shares of Vertex Common Stock, as adjusted under Section 5.02 (the terms of this Agreement and to insure "Escrow Amount"), by the availability for delivery of Purchaser's Shares a stock certificate representing in the aggregate the Escrow Amount, in an account (the "Escrow Account") established with a mutually agreed upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated financial institution reasonably approved by the Company, as escrow agent in this transaction Parties (the "Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent administered pursuant to the following instructions terms and conditions set forth in an escrow agreement in a form reasonably agreed upon by the parties (the "Escrow Agreement") to be entered into at the Second Closing by the Parties and the Escrow Agent. The Escrow Agreement shall, among other things, provide that (1) it shall be available to cover all Claims by Buyers for indemnification under this Agreement or any downward adjustment (without duplication) in the Closing Stock Consideration contemplated by Section 5.02 above, (2) 500,000 shares of the Company and Closing Consideration, less the Purchaser: (sum of [a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in ] the number of shares being transferredsurrendered or returned to Buyers (or Vertex) related to any paid indemnification Claims, plus [b] the number of shares covering any then outstanding indemnification Claims (including those which are final and (iiiliquidated and those which are not final and liquidated) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for and plus [c] the number of shares of stock being purchased pursuant the Vertex Common Stock used to cover any downward adjustment in the exercise Closing Stock Consideration contemplated by Section 5.02 above, shall be released from the Escrow Account and issued in the name of Sellers (or their Affiliates, as is designated by Sellers to Buyers and as is allowable under applicable Law) on September 15, 2015 and (3) any remaining Escrow Amount (including any interest or dividends thereon), less any amount related to any then outstanding indemnification Claims (including those which are final and liquidated and those which are not final and liquidated), shall be issued in the name of Sellers (or its Affiliates, as is designated by Sellers to Buyers and as is allowable under applicable Law) on the eighteen (18) month anniversary of the Repurchase OptionSecond Closing Date. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) At the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing, (i) the Purchaser hereby pledges and delivers for shall deposit an amount in cash equal to $2,718,750 (the “Indemnity Escrow Amount”) with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent Escrow Agent in this transaction accordance with Section 2.7 ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blankTransactions to Be Effected at Closing) together with the certificate or certificates evidencing the Shares. Such documents are to be held in an escrow account by the Escrow Agent for the purpose of securing indemnification obligations of the Seller set forth in Article IX (the “Indemnity Escrow Account”) and delivered (ii) the Purchaser shall deposit an amount in cash equal to $8,000,000 (the “Adjustment Escrow Amount” and, together with the Indemnity Escrow Amount, the “Escrow Amounts”) with the Escrow Agent in accordance with Section 2.7 (Transactions to Be Effected at Closing) to be held in an escrow account by the Escrow Agent for the purpose of securing payment obligations of the Seller (if any) with respect to post-closing adjustments as set forth in Section 2.8 (the “Adjustment Escrow Account” and, together with the Indemnity Escrow Account, the “Escrow Accounts”). The Escrowed Cash shall be held by the Escrow Agent pursuant to the following instructions terms of the Company Escrow Agreement. The Escrowed Cash shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser purposes and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticethis Agreement and the Escrow Agreement. (b) In connection Except as otherwise provided in this Agreement and the Escrow Agreement, (i) on the date that is twelve (12) months after the Closing Date (the “Release Date”), all of the Escrowed Cash with such transaction respect to the Indemnity Escrow Account (other than any amounts in respect of the Indemnity Escrow Account to be distributed to the Purchaser pursuant to Section 2.4(c)) shall be released to the Seller pursuant to joint written instructions delivered by the Purchaser and the Seller to the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, and (ii) all of the Escrowed Cash with respect to fill the Adjustment Escrow Account (other than any amounts in respect of the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares Adjustment Escrow Account to be transferred, distributed to the Company against the delivery of the purchase price for the number of shares of stock being purchased Purchaser pursuant to Section 2.8(j)) shall be released to the exercise of the Repurchase OptionSeller in accordance with Section 2.8(h). (c) Purchaser irrevocably authorizes The parties hereto agree that, for Tax reporting purposes, the Company to deposit with Seller shall be treated as the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request owner of the PurchaserEscrowed Cash, but no more than once per calendar yearand that all interest on or other taxable income, unless if any, earned from the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many investment of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold Escrowed Cash pursuant to this Agreement and not repurchased shall be treated for Tax purposes as earned by the Company or its assignees pursuant to exercise Seller until the Escrowed Cash is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto agree that any and all interest, gains and other distributions and income earned on the Escrow Accounts shall be solely for the account of the Repurchase Option. Seller (e) If at and all such amounts shall be distributed to the time of termination of this escrow Seller from the Escrow Agent has Accounts in his possession any documents, securities, or other property belonging to Purchaser, accordance with the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunderAgreement). (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) One day following the faithful performance of the terms execution and delivery of this Agreement and by an Investor, such Investor shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Investor’s Subscription Amount to insure be paid to a non-interest bearing escrow account of Escrow, LLC (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"), two stock assignments duly endorsed ”) (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be aggregate amounts received being held in escrow by the Escrow Agent and delivered by are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase Amount in escrow in accordance with the terms of such noticeSection 3.3(b) below. (b) In connection The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with such transaction and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (i) in the case of the termination of this Agreement in accordance with Section 6.3, in which case, if the Escrow Agent is directed then holds any portion of the Escrow Amount, then: (iA) the Escrow Agent shall return the portion of the Escrow Amount received from each Investor which it then holds, to date each such Investor, in accordance with written wire transfer instructions received from such Investor; and (B) if Escrow Agent has not received written wire transfer instructions from any Investor before the stock assignment necessary for 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Investor in a court of competent jurisdiction on written notice to such Investor, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer in question, instructions from such Investor or an order from a court of competent jurisdiction; OR (ii) to fill in the number case of shares being transferredthe Closing, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to receipt of written instructions from the Company against and the delivery of Placement Agent that the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the PurchaserClosing shall have been consummated, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaserwhich case, the Escrow Agent shall deliver release the Escrow Amount constituting the aggregate purchase price as follows: (A) to the Placement Agent, the fees payable to such property to Purchaser Placement Agent, and be discharged of all further obligations hereunder. (fB) The responsibilities the balance of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect aggregate purchase price to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsCompany. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for At the faithful performance Closing, Parent shall pay to the Escrow Agent: (i) an amount in cash equal to the Initial Indemnity Escrow Deposit to secure the indemnification obligations of the terms Effective Time Holders under Sections 6 and 10 of this Agreement and (the “Indemnity Escrow”); (ii) an amount in cash equal to insure the availability for delivery of Purchaser's Shares upon exercise Accelerable Escrow Deposit to secure the indemnification obligations of the Repurchase OptionEffective Time Holders under Sections 6 and 10 of this Agreement (other than Section 10.2(a)(i)) (the “Accelerable Escrow”); and (iii) an amount in cash equal to the Adjustment Escrow Amount to secure any adjustments required pursuant to Section 1.10 (the “Adjustment Escrow” and, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing Indemnity Escrow and the SharesAccelerable Escrow, the “Escrow”). Such documents are to The Escrow Amounts shall be held by the Escrow Agent and delivered disbursed by it solely for the Escrow Agent pursuant to the following instructions of the Company purposes and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction this Agreement and the terms of an Escrow Agreement in the form attached hereto as Exhibit C to be entered into by Parent, Securityholders’ Agent and the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number “Escrow Agreement”). The approval and adoption of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased approval of the Merger by the Company or its assignees Effective Time Holders pursuant to exercise written consents evidencing the Required Merger Stockholder Vote, the Joinder Agreements, the Warrant Surrender Agreements, the Option Termination Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Repurchase Option. (e) If at Merger, and the time irrevocable agreement of termination such Effective Time Holders to be bound by and comply with, all of the arrangements and provisions of this escrow Agreement, including the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities withholding of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of Amounts and Expense Fund and the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions indemnification obligations set forth in this Section 7 Sections 6 and does not otherwise become a party to this Agreement10 hereof.

Escrow. As security (a) At the Effective Time, Parent shall deposit (i) the Indemnification Escrow Amount with U.S. Bank, National Association (the “Escrow Agent”) for deposit into an escrow account (the faithful performance of “Indemnification Escrow Account”), and (ii) the Purchase Price Adjustment Escrow AmericasActive:12666190.14 Amount with the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”). The Escrow Funds shall be governed by the terms of this Agreement an escrow agreement to be entered into by and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Optionamong Parent, the Purchaser hereby pledges Securityholders’ Representative and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are such escrow agreement to be substantially in the form attached hereto as Exhibit H (the “Escrow Agreement”). Subject to Section 10.6, the Indemnification Escrow Funds shall be held in escrow by the Escrow Agent until the date that is twelve (12) months following the Closing Date (the “Indemnification Escrow Expiration Date”), and delivered shall be available to settle certain contingencies and claims as provided in Section 3.5(e) and Article X. Each Indemnitor’s portion of any amounts contained in the Indemnification Escrow Funds which are not paid or set aside for the satisfaction of such contingencies or claims will be determined and distributable to the Indemnitors in accordance with Sections 3.1, 3.2 and 10.6(c) and the Escrow Agreement. The Purchase Price Adjustment Escrow Funds shall be held in escrow by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase until released in accordance with Section 3.5(e) and the terms of such noticeEscrow Agreement. (b) In connection with such transaction the Escrow Agent is directed All parties hereto agree for all Tax purposes that (i) the right of the holders of Company Shares to date the stock assignment necessary Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the transfer in questionCode and any corresponding provision of foreign, state or local law, as appropriate and (ii) to fill in Parent shall be treated as the number owner of shares being transferredthe Escrow Amount solely for Tax purposes, and (iii) to deliver such assignment, together with all interest and earnings earned from the certificate evidencing the Shares to be transferred, to the Company against the delivery investment and reinvestment of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the CompanyAmount, or any parent or subsidiary portion thereof, shall be allocable to Parent pursuant to Section 468B(g) of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement Code and not repurchased by the Company or its assignees pursuant to exercise Proposed Treasury Regulations Section 1.468B-8. Any portion of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise proceeds payable with respect to any In the delivery, ownership, or right of possession of the Shares Money Vested Option that is not a Non-Withholding Option and held by in the Escrow Agent hereunder, Funds will be subject to withholding for income and employment Taxes at such time as the Escrow Agent is authorized amounts are paid to retain without liability to anyone the holder of such In the Money Vested Options. All parties hereto shall file all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of Tax Returns consistent with the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsforegoing. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms of 6.14.1 All Losses payable by Eton to any D▇. ▇▇▇▇▇’▇ Indemnitees under this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to may be held paid by the Escrow Agent from the Escrow Amount. Subject to the limitations set forth in Section 8.4, any Losses that are in excess of the Escrow Amount shall be paid by Eton; provided that, D▇. ▇▇▇▇▇’▇ may, in its sole discretion, elect to offset such Losses against any Milestone Payments due and delivered by owing but not yet paid. Promptly following the date that is [*] (the “Escrow Release Date”), D▇. ▇▇▇▇▇’▇ and Eton shall execute and deliver a joint written instruction to the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct directing the Escrow Agent to release to Eton any remaining portion of the Escrow Amount, less any pending amounts that are subject to pending Claims made by any D▇. ▇▇▇▇▇’▇ Indemnitees under this Agreement prior to 11:59 p.m. Eastern Time on the Escrow Release Date. If any Claim made by any D▇. ▇▇▇▇▇’▇ Indemnitees under this Agreement is still pending as of the Escrow Release Date, the Escrow Agent, pursuant to the terms of the Escrow Agreement, will retain a portion of the Indemnity Escrow Amount in an amount equal to such Losses identified in any unresolved notice delivered pursuant to the Escrow Agreement until such Claim has been satisfied or otherwise resolved, at which point D▇. ▇▇▇▇▇’▇ and Eton shall execute and deliver a joint written instruction to the transaction contemplated Escrow Agent directing the Escrow Agent to release to Eton any remaining balance of the Escrow Amount not used to satisfy such indemnification rights of D▇. ▇▇▇▇▇’▇ Indemnitees under this Agreement. 6.14.2 The parties shall split equally any costs and expenses incurred in connection with the Escrow Agreement, subject to the terms and conditions thereof. If one party pays any portion of the other party’s costs and expense, the other party shall reimburse the paying party on demand. 6.14.3 In the event that (i) D▇. ▇▇▇▇▇’▇ provides written notice (a “Request Notice”) to Eton requesting Eton to issue (along with D▇. ▇▇▇▇▇’▇) a joint written instruction to release any portion of the Escrow Amount with respect to any uncontested amounts that D▇. ▇▇▇▇▇’▇ asserts are payable to D▇. ▇▇▇▇▇’▇, and (ii) Eton does not, within twenty (20) days of receipt Request Notice, either (A) join D▇. ▇▇▇▇▇’▇ in issuing such instructions or (B) object to D▇. ▇▇▇▇▇’▇ Request Notice in writing by providing notice of repurchase to D▇. ▇▇▇▇▇’▇ hereunder, then D▇. ▇▇▇▇▇’▇ shall be permitted to issue unilateral written instruction to the Escrow Agent to disperse the Escrow Amounts in accordance with the terms of such noticeD▇. ▇▇▇▇▇’▇ instructions. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Notwithstanding anything herein to the faithful performance contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (the “Escrow Funding”) 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 Mandatory Cancellation Date. (iii) Interest on the Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the terms of this Agreement and to insure the availability Term B Loans shall otherwise be governed by the terms set out for delivery such Term B Loans in this Agreement, mutatis mutandis. (iv) The Dollar Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Purchaser's Shares Dollar Term B Loans upon exercise any funding thereof into escrow. 509265-1946-Active.21307007.121307007.7 The Euro Term B Commitments shall be reduced euro for euro by the gross principal amount of Euro Term B Loans upon any funding thereof into escrow (v) Any upfront fees (or original issue discount) in respect of the Repurchase OptionTerm B Loans shall apply as of the date the Term B Loans are funded into escrow; provided that while in escrow such Term B Loans shall be prepayable at the issue price (i.e. less any upfront fees (or original issue discount)) 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. 509265-1946-Active.21307007.121307007.7 (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 Purchaser hereby pledges Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of Term B 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 delivers for deposit with 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 [Chief Financial Officer] 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 Company and the 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 Company to the 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 (or funded subject to a limitation on use of proceeds prior to the Acquisition Closing Date reasonably satisfactory to the Arrangers and subject to a mandatory redemption requirement in the event the Acquisition is terminated prior to the Acquisition Closing Date or does not occur before a given date) 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 or remain subject to such use of proceeds limitations and mandatory redemption requirements. (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 509265-1946-Active.21307007.121307007.7 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 person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant procedures reasonably acceptable to the following instructions 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 Purchaser: Administrative Agent (aand no other Lender or Issuer) In to ensure this Agreement adequately reflects the event the Company and/or any assignee nature of the Company exercises Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferredAcquisition Closing Date, to the Company against extent such amendments or modifications (y) only relate to the delivery Term B Facility or (x) are not materially adverse to the interests of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held other Lenders hereunder, as determined by the Escrow Administrative Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedin its sole discretion. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for HNC will withhold from the faithful performance shares of HNC Common Stock issued to each Shareholder pursuant to Section 1.1.1 and from the terms amount of this Agreement cash otherwise payable to each Shareholder pursuant to Section 1.1.1, 10% of such shares and 10% of such cash and will deliver such withheld shares and cash (the "ESCROW AMOUNT") to insure the availability for delivery State Street Bank and Trust Company of Purchaser's Shares upon exercise of the Repurchase OptionCalifornia, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the CompanyN.A., or such other person designated a similar institution chosen by HNC (the Company, as escrow agent in this transaction ("Escrow AgentESCROW AGENT"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent as security for the indemnification obligations of the Shareholders under their Indemnity Agreements and delivered by pursuant to the provisions of an escrow agreement in substantially the form of EXHIBIT G hereto among HNC, the Escrow Agent pursuant to the following instructions of the Company and the Purchaser:Representatives (as defined in Section 1.1.6(b)) (the "ESCROW AGREEMENT"). (a) In the event the Company and/or any assignee of the Company exercises the Repurchase OptionWith respect to each Founder, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent Amount that will be withheld from the cash that would otherwise be payable to execute such Founder at the transaction contemplated by notice of repurchase Closing will be separate and apart from (and will not reduce the amount of) any cash that is withheld from such Founder and placed in accordance with the terms of such noticeescrow created pursuant to the Liquidated Damages Escrow Agreement. (b) In connection with such transaction The Shareholders, by executing and delivering written consents to the Escrow Agent is directed Merger and this Agreement, by executing and delivering Indemnity Agreements and/or by tendering their Company Certificates as provided in Section 6.2, shall be deemed to (i) adopt and agree to date be bound by the stock assignment necessary for Escrow Agreement (and the transfer in questionindemnification provisions incorporated by reference therein), (ii) to fill in appoint the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery Founders as representatives of the purchase price for Shareholders (the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c"REPRESENTATIVES") Purchaser irrevocably authorizes the Company to deposit with under the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder Agreement and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorneyattorneys-in-fact and agent agents for the term and on behalf of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, each Shareholder as provided in the Escrow Agent will deliver Agreement, (iii) authorize the Representatives to Purchaser a certificate take any and all actions and make any and all decisions required or certificates representing so many of the Shares as are not then subject permitted to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment be taken or made by the Company, or any parent or subsidiary of the Company, Representatives under the Escrow Agent will deliver to Purchaser a certificate or certificates representing Agreement, including the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. power to (eA) If at authorize delivery to HNC of amounts in escrow in satisfaction of indemnity claims as provided therein, (B) agree to negotiate and enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (C) arbitrate, resolve, settle or compromise any claim for indemnity made as provided therein and (D) take all actions necessary in the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities judgment of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer Representatives for the accomplishment of the Company or if he shall resign by written notice foregoing. The Representatives will have unlimited authority and power to act on behalf of each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise Shareholder with respect to the deliveryEscrow Agreement, ownershipthe disposition, settlement or right other handling of possession of the Shares held all claims governed by the Escrow Agent hereunderAgreement, so long as all Shareholders are treated in the same manner. The Shareholders will be bound by all actions taken by the Representatives in connection with the Escrow Agent is authorized Agreement, and HNC will be entitled to retain without liability to anyone all rely on any action or decision of any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment two of the arbitrator, if applicable, Representatives as constituting the action or decision of a court the Representatives pursuant to their authority to act on behalf of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but Shareholders pursuant to the Escrow Agent shall be under no duty whatsoever to institute Agreement and this Agreement. In performing the functions specified in this Agreement or defend such proceedings. (h) By signing this the Escrow Agreement, the Representatives will not be liable to any Shareholder for any act or omission as Representatives made in good faith and in the exercise of reasonable judgment. Any out-of-pocket costs and expenses reasonably incurred by the Representatives in connection with actions taken pursuant to the terms of the Escrow Agent becomes a party hereto only for Agreement will be paid by the purpose Shareholders to the Representatives, out of executing any amounts that would otherwise be distributed to the instructions set forth Shareholder from the escrow, pro rata in this Section 7 and does not otherwise become a party proportion to this Agreementtheir respective percentage interests in the amount in escrow.

Escrow. As security for (a) On the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing Date, the Purchaser hereby pledges and delivers for deposit following will be placed or deposited in escrow with Robert L. Blessey, Esq. (the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"): (i) ▇▇▇ ▇▇ ▇▇▇ ▇ocuments to be delivered by Sagemark at the Closing pursuant to Paragraph 8 of the Agreement; (ii) all of the documents to be delivered by Trident Advisors at the Closing pursuant to Paragraph 9 of the Agreement; and (iii) the $625,000 cash portion of the Purchase Price payable by Trident Advisors on the Closing Date (the "Escrow Funds"). (b) The Escrow Agent will, without any further notice or action of any kind whatsoever, release to Sagemark and Trident Advisors, as applicable, all of the documents delivered to it pursuant to Sections 6(a)(i) and 6(a)(ii) hereof and will release to Sagemark the Escrow Funds on July 31, 2006 unless, prior to such date, Trident Advisors delivers to the Escrow Agent (or causes to be delivered), two stock assignments duly endorsed the sum of $2,570,000 (with date and number the "Cash Purchase Price") from a replacement purchaser of shares blank) the Limited Partnership Interest selected by Trident Advisors (the "Substitute Purchaser"), by wire transfer to the Escrow Agent's special attorneys escrow account as hereinafter provided, together with the certificate or certificates evidencing Regulatory Approval with respect to such purchaser and all of the Shares. Such documents are required to be held delivered at Closing under Paragraph 9 of the Agreement executed by the Substitute Purchaser. If the Escrow Agent receives the aforementioned documents and delivered by the Cash Purchase Price from the Substitute Purchaser prior to July 31, 2006, the Escrow Agent pursuant will (i) return Trident Advisors' Closing documents and the Escrow Funds to it, (ii) release the Cash Purchase Price and the Substitute Purchaser's Closing documents to Sagemark and return to Sagemark all of the Closing documents referred to in Section 6(a)(i) hereof, and (iii) deliver to the following instructions Substitute Purchaser, within three (3) business days thereafter, the documents to be delivered by Sagemark at the Closing as set forth in Paragraph 8 of the Company and Agreement issued to the Purchaser:Substitute Purchaser in lieu of such documents previously issued to Trident Advisors. (ac) The Escrow Agent will serve in such capacity without compensation therefor. The Escrow Agent's duties and obligations under this Amendment shall be determined solely by the express provisions of this Amendment and it shall have no other duties and no other duties shall be implied. For greater certainty, the Escrow Agent is not charged with any duties or responsibilities with respect to the Agreement. The Escrow Agent shall not be required to notify or obtain the consent, approval, authorization, or order of, any court or governmental body to perform its obligations under this Amendment nor shall it be held liable to any party hereto in any manner whatsoever for having carried out instructions it has received in accordance with this Amendment or complying with its obligations hereunder. (d) In the event the Company and/or Escrow Agent shall be uncertain as to any assignee of its duties or rights hereunder or in the event of any disagreement among the parties hereto or the presentation to the Escrow Agent of any adverse claim or demand by Trident Advisors or Sagemark in connection with the disbursement of the Company exercises Escrow Funds, the Repurchase OptionEscrow Agent may, Purchaser at its option after providing written notice to Trident Advisors and Sagemark of such disagreement or adverse claim or demand, refuse to comply with any such claim or demand during the Company hereby irrevocably authorize continuance of such disagreement or adverse claim or demand and direct may refrain from disbursing any amount from the Escrow Funds, and in so doing, the Escrow Agent shall not become liable to Trident Advisors or Sagemark due to its failure to comply with such adverse claim or demand. In the event of any such disagreement or adverse claim or demand, the Escrow Agent shall be entitled, at its option and without liability, to file a lawsuit in interpleader and obtain a court order requiring the parties to interplead and litigate a resolution of any such disagreement or adverse claim or demand. In the event such interpleader lawsuit is commenced, the Escrow Agent shall be fully released and discharged from all obligations to further perform any and all duties or obligations imposed upon it in relation to the disputed amount except as may be required by a court order in such lawsuit. Trident Advisors and Sagemark each jointly and severally agree to reimburse the Escrow Agent for all costs, expenses, and reasonable attorney's fees expended or incurred by the Escrow Agent in connection with any such lawsuit. (e) If Trident Advisors or Sagemark or any other person obtains a judgment of a court of competent jurisdiction directing the Escrow Agent to execute release the transaction contemplated by notice Escrow Funds, or any part thereof, in respect of repurchase which no right of appeal lies or in respect of which the time for appeal therefrom has expired, and delivers a copy of such judgment or order to the Escrow Agent, the Escrow Agent shall promptly thereafter release the Escrow Funds in accordance with the terms of such notice. (b) In connection with judgment or order and is hereby irrevocably authorized to do so by Trident Advisors and Sagemark. Trident Advisors or Sagemark, as applicable, agree to provide a copy of any such transaction judgment to the other provided that the failure to provide such copy will not affect any of the rights or obligations of the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of under this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunderAgreement. (f) The responsibilities Escrow Agent shall not be liable to Trident Advisors or Sagemark by reason of an error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which it may do or refrain from doing in connection with this Amendment, except for any liability to Trident Advisors or Sagemark caused by or arising out of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company Agent's judicially determined gross negligence or if he shall resign by written notice to each partywillful misconduct. In the event of any such termination or resignationno event, the Company shall appoint a successor Escrow Agent. In the absence of such appointmenthowever, the President of the Company shall be will the Escrow AgentAgent be liable to Trident Advisors or Sagemark for any indirect, special, consequential or punitive damages. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the The Escrow Agent shall be under no duty whatsoever entitled to institute rely on, without any independent inquiry, and shall be protected in acting in reliance upon, any instructions or defend such proceedingsdirections furnished to it in writing by Trident Advisors or Sagemark pursuant to any provisions of this Amendment and shall be entitled to treat as genuine, any letter, paper, or other document furnished to it and believed by it to be genuine and to have been signed and presented by the proper party or parties without any independent inquiry. (h) By signing Trident Advisors and Sagemark each hereby release and forever discharge the Escrow Agent from any and all claims, demands, costs (including legal fees and disbursements), damages, liabilities, obligations, actions or causes of action incurred, sustained or made by or against any party hereto and hereby jointly and severally agree to indemnify, defend, and hold the Escrow Agent harmless from and against all losses, damages, costs, charges, liabilities, and expenses, including all costs of litigation, investigation and legal fees incurred by the Escrow Agent which arise directly or indirectly out of its entering into this AgreementAmendment or its conduct as Escrow Agent pursuant to this Amendment (the "Losses"), except with respect to any Losses which are caused by the Escrow Agent's judicially determined willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (i) The Escrow Agent reserves the right to resign as the Escrow Agent at any time upon five (5) business days notice thereof to Trident Advisors and Sagemark. Upon any such notice of resignation by the Escrow Agent, Trident Advisors and Sagemark shall appoint a replacement escrow agent within such five (5) day period commencing on the date of any such notice of resignation. The Escrow Agent will deliver the Escrow Funds to such replacement escrow agent upon its receipt of notice from Trident Advisors and Sagemark of the appointment of such replacement escrow agent. If no such replacement escrow agent has been appointed within such five (5) day period, the Escrow Agent becomes a party hereto only may, at the expense of Trident Advisors and Sagemark, petition any court of competent jurisdiction for the purpose appointment of executing a successor escrow agent. Upon any such appointment of a successor escrow agent, the instructions set forth escrow agent shall forward the Escrow Funds and all documents held by it in escrow pursuant to the terms of this Amendment to such successor escrow agent. (j) Wire transfers of payments to the Escrow Agent under this Amendment shall be made to: (k) The provisions of subparagraphs (c) through (h) of this Section 7 and does not otherwise become a party to 6 will survive the expiration or termination of the Agreement or this AgreementAmendment.

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In Subject to the event terms and conditions hereof and in reliance upon the Company and/or any assignee representations, warranties, and covenants contained herein, at the Closing Parent shall deposit the General Escrow Amount and the Working Capital Escrow Amount on behalf of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance Holders with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (gb) It is understood Such General Escrow Amount (plus all income accrued thereon and agreed that should less any dispute arise with respect to distributions therefrom) (the delivery, ownership, or right of possession of the Shares held “General Escrow Funds”) shall be maintained by the Escrow Agent hereunderto secure the obligations under Article 10 of this Agreement. On or before the date which is two (2) Business Days after the first (1st) anniversary of the Closing Date (the “First Release Date”), the Parent and the Representative shall execute and deliver joint written instructions authorizing and directing the Escrow Agent is authorized to retain without liability release to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment the Disbursement Agent the amount of the arbitratorGeneral Escrow Funds, if applicableany, that exceeds the sum of (1) one-half of the General Escrow Amount and (2) the aggregate amount of all pending, unresolved or unpaid claims against the General Escrow Funds on the First Release Date. On or before the date which is two (2) Business Days after the second (2nd) anniversary of the Closing Date (the “Second Release Date”), the Parent and the Representative shall execute and deliver joint written instructions authorizing and directing the Escrow Agent to release to the Disbursement Agent the balance of the General Escrow Funds, if any, that exceeds the aggregate amount of all pending. unresolved or unpaid claims against the General Escrow Funds on the Second Release Date. The Parent and the Representative shall execute and deliver joint written instructions authorizing and directing the Escrow Agent to release to the Disbursement Agent the General Escrow Funds remaining unpaid after the Second Release Date, if any, after all claims against the General Escrow Funds are resolved with no right of appeal. Such joint written instructions shall be executed by the Parent and the Representative within five (5) Business Days after the Second Release Date. In the event of a court dispute regarding the distribution of competent jurisdiction after the time for appeal has expired Escrow Funds, such dispute shall be resolved in accordance with Section 12.10, and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever make (or withhold) distributions pursuant to institute or defend the arbitration award in settlement of such proceedingsdispute. (hc) By signing Such Working Capital Escrow Amount (plus all income accrued thereon and less any distributions therefrom) (the “Working Capital Escrow Funds”) shall be maintained by the Escrow Agent to secure the obligations under Section 3.6 of this Agreement. Promptly (and no later than three (3) Business Days) after the Closing Balance Sheet is finalized in accordance with Section 3.6 of this Agreement, the Parent and the Representative shall execute and deliver joint written instructions authorizing and directing the Escrow Agent becomes a party hereto only for to release to the purpose Disbursement Agent the Working Capital Escrow Funds in accordance with Section 3.6 of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for On the faithful performance Closing Date, Parent will withhold from the Stock Merger Consideration otherwise payable to the Preferred Stockholders pursuant to Section 1.4 on such date such number of shares of Parent Common Stock equal to such holder's pro rata portion, as determined in accordance with Schedule 1.4, of the terms of this Agreement and to insure Stock Escrow Deposit. Such withheld amounts, in the availability for delivery of Purchaser's Shares upon exercise of aggregate amounts determined in accordance with Section 1.4(e), shall be deposited into escrow (the Repurchase Option"Escrow") in accordance with the Escrow Agreement. The Escrow Deposit, together with any income earned thereon (collectively, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow AgentFunds"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant distributed to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase Preferred Stockholders in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in questionAgreement, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation right of Purchaser's continuous employment by Parent to have such Escrow Funds available to it on the Company, terms and conditions set forth herein and in the Escrow Agreement for the satisfaction of any Indemnified Losses (as hereinafter defined) which the Parent Indemnified Persons are entitled to under Article VIII or otherwise to satisfy any parent or subsidiary portion of the CompanyWorking Capital Adjustment under Section 1.5 or to pay Company Acquisition Expenses as provided in Section 10.7. For a period of 15 months from the Closing Date, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities that portion of the Escrow Agent hereunder Funds equaling $4,350,000 (based on the Average Closing Stock Price) shall terminate if he shall cease be available for the satisfaction of any Indemnified Losses which the Parent Indemnified Persons are entitled to be Chief Financial Officer under Article VIII or otherwise to satisfy any portion of the Working Capital Adjustment under Section 1.5 or to pay Company or if he shall resign by written notice to each partyAcquisition Expenses as provided in Section 10.7. In For a period of 18 months from the event of any such termination or resignationClosing Date, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President all of the Company Escrow Funds shall be available for any Indemnified Losses which the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect Parent Indemnified Persons are entitled to the deliveryunder Article VIII arising from fraudulent misrepresentations or warranties, ownershipwillful breaches of representations or warranties, or right fraudulent or willful breaches of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired covenants and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsagreements. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Prior to the faithful performance Closing, Seller and Purchaser shall jointly appoint the acting notary to serve as their joint agent to receive and hold on behalf of both Parties the Escrow Amount (the “Escrow Agent”). The Parties shall instruct the Escrow Agent to open a bank account to receive payment by Purchaser of the terms Escrow Amount (the “Escrow Account”). (b) The funds in the Escrow Account shall serve as collateral for Purchaser with respect to any claims of Purchaser against Seller arising out of or in connection with this Agreement, in particular pursuant to Section 4.7, Section 11 and Section 15.2 of this Agreement Agreement. (c) Unless provided otherwise in this Agreement, the Escrow Account shall be subject to the terms and conditions agreed upon between Seller and Purchaser on the one side and the Escrow Agent on the other side (the “Escrow Agreement”). (d) Interest accrued on the Escrow Account shall be added to, and considered to insure the availability for delivery of Purchaser's Shares upon exercise be part of, and fees and expenses of the Repurchase OptionEscrow Agent shall be deducted from, the Escrow Amount. (e) The Escrow Agent shall be instructed to release any funds on the Escrow Account only (i) in accordance with corresponding (übereinstimmenden) or joint written instructions from Seller and Purchaser; (ii) to Purchaser hereby pledges and delivers for deposit in such amounts in which payment claims of Purchaser against Seller under or in connection with the [Chief Financial Officer] this Agreement have been adjudicated by final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch), in each case upon presentation by Purchaser of an original (Ausfertigung) of the Companyrespective judgment or award; or (iii) pursuant to Section 4.3(f). (f) Within thirteen (13) months after the Closing Date, or such other person designated by the Company, as escrow agent Escrow Agent shall release to Seller the funds then remaining in this transaction the Escrow Account after deduction of ("Escrow Agent"), two stock assignments duly endorsed (with date and number i) the outstanding fees of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered (ii) the amounts of any outstanding payment claim that Purchaser has asserted against Seller by way of a duly filed complaint or request for arbitration under or in connection with this Agreement (the “Final Claims”). The funds remaining in the Escrow Account after such release shall be released by the Escrow Agent pursuant to Section 4.3(e)(i) or 4.3(e)(ii), or to Seller in the following instructions amounts of any Final Claims that have been denied by final court judgment or arbitral award, upon presentation by Seller of an original of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticerespective judgment or award. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (i) Unless otherwise agreed to by the faithful performance of Company and a Purchaser, simultaneously with the terms execution and delivery of this Agreement and by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to insure be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"), two stock assignments duly endorsed ”) set forth on Exhibit G attached hereto (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and delivered by subject to this Agreement and the Escrow Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent pursuant to the following instructions then holds any portion of the Company and the Purchaser: Escrow Amount, then: (a1) In in the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated a termination by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing shall return the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise portion of the Repurchase Option. (e) If at Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the time event of a termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to by a Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities return the portion of the Escrow Agent hereunder shall terminate Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunderhas not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled may, in its sole and absolute discretion, either by mutual written agreement or by a final order, decree, or judgment (x) deposit that portion of the arbitrator, if applicable, or of Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction after the time for appeal has expired on written notice to such Purchaser, and no appeal has been perfected, but the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and Canaccord that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to Canaccord, the fees and reimbursable expenses payable to the Placement Agents (which fees and expenses shall be under no duty whatsoever set forth in such instructions), and (2) the balance of the aggregate purchase price to institute or defend such proceedingsthe Company. (hiii) By signing The Escrow Agent has acted as legal counsel to the Placement Agents in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent becomes a party hereto only for to represent the purpose of executing the instructions set forth Placement Agents in this Section 7 and does not otherwise become a party connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (iv) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. As security for (i) Simultaneously with the faithful performance of the terms execution and delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to insure this Agreement, from the availability for delivery date of Purchaser's Shares upon exercise its receipt of the Repurchase Optionfunds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (A) the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (B) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Purchaser hereby pledges Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (A) to the Placement Agent, the fees payable to such Placement Agent, and delivers for deposit with (B) the [Chief Financial Officer] balance of the aggregate purchase price to the Company, or such other person designated . (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as escrow agent to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this transaction ("Escrow Agent")Section 2.1(d)(iii)(A) include, two stock assignments duly endorsed (with date without limitation, e-mail and number other electronic transmissions capable of shares blank) together with the certificate being printed, whether or certificates evidencing the Shares. Such documents not they are to in fact printed; and any such e-mail or other electronic transmission may be held deemed and treated by the Escrow Agent and delivered as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent pursuant Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, unless such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) Escrow Agent has acted as legal counsel to the Company in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Company including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consents to permit the Escrow Agent to represent the Company in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) Escrow Agent shall have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following instructions the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchaser: (a) In the event the Company and/or any assignee Purchasers, then upon written notice thereof given to each of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserPurchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of delivery, the Escrow Agent hereunder shall terminate have no further liability or obligation; or (II) if he a successor escrow agent shall cease not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to be Chief Financial Officer a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company or if he shall resign by written notice and the Placement Agent in form and formality satisfactory to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (gF) It is understood and agreed In the event that should any dispute arise the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the deliveryEscrow Amount or any portion thereunder which, ownershipin its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of possession of the Shares held by such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either Agent’s sole satisfaction by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after jurisdiction, joint written instructions from the time for appeal has expired Company, the Placement Agent and no appeal has been perfectedall of the Purchasers, but or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be under no duty whatsoever required to institute determine the proper resolution of such controversy or defend the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such proceedings. (h) By signing court in accordance with this Agreementprovision, the Escrow Agent becomes a party hereto only for the purpose shall thereupon be relieved of executing the instructions set forth in all further obligations and released from all liability hereunder. (G) The provisions of this Section 7 and does not otherwise become a party to 2.1(d) shall survive any termination of this Agreement.

Escrow. As security for 4.3.1 If (i) the faithful performance Buyer elects to exercise any of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Put Option, the Purchaser hereby pledges Change of Control Put Option and/or the Fundamental Change Put Option (collectively, the "Note Put Options") or an Event of Default occurs and delivers for deposit with the [Chief Financial Officer] (ii) Seller fails to deliver all or any portion of the Companyconsideration due and payable in respect of such exercise or Event of Default (in each case, or such other person designated by the Company"Unpaid Amount") when it becomes due under the Note (in each case, as escrow agent in this transaction (the "Escrow AgentDue Date"), two stock assignments duly endorsed (with date then Buyer may, in its sole discretion, elect to make a claim under the Escrow Agreement for cash in an amount equal to the Unpaid Amount and number upon receipt of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held such cash by the Buyer under the Escrow Agent and delivered Agreement the Unpaid Amount shall be deemed to have been paid in full by the Escrow Agent pursuant to the following instructions of the Company Seller. Buyer and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct GGCP shall instruct the Escrow Agent to execute release all of the transaction contemplated by notice Escrowed Funds (as defined in the Escrow Agreement) in excess of repurchase the Floor Amount (defined below) (i) promptly after each Partial Release Event (as defined in the Escrow Agreement), (ii) promptly after receipt of each Monthly Statement (defined below) and (iii) at such other time as Buyer and GGCP shall mutually agree. The Escrow Agreement shall terminate (other than the provisions of Sections 7 and 8 which will survive termination) upon the release of all Escrowed Funds (as defined in the Escrow Agreement) to the Seller and/or GGCP in accordance with the terms Termination Notice (as defined below). Upon the earlier to occur of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for full conversion of the transfer in questionentire aggregate principal amount of the Note, (ii) to fill the first Business Day after the entire aggregate principal amount of the Note has been paid in the number of shares being transferredfull, and (iii) to deliver such assignment, together with the certificate evidencing first Business Day after the Shares to Exercise Date on which all outstanding Payment Notices (as defined in the Escrow Agreement) have be transferred, to fully discharged and paid in full and (iv) the Company against the delivery transfer of the purchase price for the number of shares of stock being purchased Note pursuant to the exercise terms thereof (other than a transfer to an Affiliate (as defined in the Note) of Buyer or a charitable foundation established by the Repurchase Option. (c) Purchaser irrevocably authorizes beneficial owner of Buyer), the Company to deposit with Seller, GGCP and the Buyer shall give the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon joint written request notice of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease Agreement (the “Termination Notice”). Each of Seller and GGCP agrees not to be Chief Financial Officer subject the Collateral (as defined below) to any lien, attachment, claim, trustee process or any other judicial process of any creditor of such party, other than as provided in Section 5.1 hereto and Section 5(b) of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for On the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing Date, the Purchaser hereby pledges shall pay to ▇▇ ▇▇▇▇▇▇ Chase, as agent to the Purchaser, the Seller and delivers for deposit with the [Chief Financial Officer] of Sellers’ Representative (the Company“Escrow Agent”), or such other person to the account designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase OptionAmount, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction Section 3.2 of this Agreement and the Escrow Agent Agreement. Excluding payments arising under Section 3.3 (including any failure to make such payments arising under Section 3.3), any payment that a Seller Party is directed obligated to make to any Purchaser Indemnified Party pursuant to this Article X (ieach, a “Claim”) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to shall be transferredpaid first, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with extent there are sufficient funds in the Escrow Agent any certificates evidencing the Shares to be held by Account, from the Escrow Agent hereunder and any additions and substitutions to said shares as defined hereinAccount. Purchaser irrevocably constitutes and appoints On the Escrow Agent as his attorney-in-fact and agent for date that is 18 months following the term of this escrow to execute all documents appropriate to make Closing Date (such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exerciseddate, the “Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserTermination Date”), the Escrow Agent shall deliver such property release the Escrow Amount plus all accrued interest thereon (to the extent not utilized to pay any Purchaser and be discharged of all further obligations hereunder. (fIndemnified Party for any Claim) The responsibilities of to the Seller, except that the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. retain an amount (g) It is understood and agreed that should any dispute arise with respect up to the delivery, ownership, or right of possession of the Shares total amount then held by the Escrow Agent hereunder, Agent) equal to the amount of all Claims for indemnification under this Article X asserted in accordance with Section 10.3 prior to the Escrow Termination Date but not yet resolved (“Unresolved Claims”). The Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent is authorized (to retain without liability the extent not utilized to anyone all or pay the Purchaser Indemnified Parties for any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment claims resolved in favor of the arbitrator, if applicable, or Purchaser Indemnified Parties) upon their resolution in accordance with this Article X and the terms of a court of competent jurisdiction after the time for appeal has expired Escrow Agreement. The Purchaser and no appeal has been perfected, but the Sellers’ Representative shall jointly instruct the Escrow Agent shall be under no duty whatsoever in writing to institute or defend such proceedings. (h) By signing this Agreement, release the funds from the Escrow Agent becomes a party hereto only for Account in accordance with this Article X and the purpose other terms of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance of the terms Notwithstanding any provision of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise contrary, the Closing of the Repurchase OptionTransactions contemplated hereunder shall be completed in escrow, the Purchaser hereby pledges and delivers for deposit with all deliveries in connection with the [Chief Financial Officer] of the CompanyTransactions hereunder being made to ▇▇▇▇▇▇▇▇ ▇▇▇▇, or such other person designated by the CompanyEsq., as escrow agent in this transaction ("the “Escrow Agent"”), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held in escrow and disposed of by the Escrow Agent in accordance with the terms and delivered provisions of a certain Deposit and Escrow Agreement by and between Seller, Buyer and Escrow Agent dated May 17, 2004, as amended, a copy of which is attached hereto as Schedule 1.9 (the “Escrow Agreement”). The parties hereto agree to amend the Escrow Agent pursuant Agreement to the following instructions extent required to make the provisions thereof consistent with the terms of the Company and escrow set forth herein. In furtherance of the Purchaserescrow closing, the following shall apply: (a) In lieu of delivering the event Share Purchase Price to the Company and/or any assignee of the Company exercises the Repurchase OptionStockholders as provided for in Section 1.5(a), Purchaser and the Company hereby irrevocably authorize and direct Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agent to execute Agreement, the transaction contemplated by notice amount of repurchase in accordance $315,000, which together with the terms Initial Deposit (as defined in the Escrow Agreement) of such notice$25,000 previously paid into escrow by Buyer, represents the Share Purchase Price. (b) In connection with such transaction lieu of delivering to Buyer certificates for the Shares provided for in Section 1.6, Stockholders shall deliver or cause to be delivered to Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased deposit into escrow pursuant to the exercise Escrow Agreement, certificate(s) registered in the name of the Repurchase OptionStockholders representing the Shares, accompanied by stock powers duly endorsed in blank, with Stockholder’s signature medallion guaranteed by a national bank. (c) Purchaser irrevocably authorizes In lieu of delivering the Company Note Purchase Price to the Seller as provided for in Section 1.5(b), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit with into escrow pursuant to the Escrow Agent any certificates evidencing Agreement, the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedNote Purchase Price. (d) Upon written request In lieu of delivering to Buyer the Purchaseroriginal Notes and the Note Assignment transferring the Notes to Buyer as provided for in Section 1.7, but no more than once per calendar year, unless Seller shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Repurchase Option has been exercisedEscrow Agreement, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of original Notes and the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment Note Assignment, duly executed by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionSeller. (e) If at In lieu of delivering the time of termination of this New Share Purchase Price to the Company as provided for in Section 1.5(c), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserAgreement, the Escrow Agent shall deliver such property to Purchaser and be discharged amount of all further obligations hereunder$50,000 representing the New Share Purchase Price. (f) The responsibilities In lieu of delivering to Transfer Agent the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignationIssuance Direction provided for in Section 1.6, the Company shall appoint a successor deliver or cause to be delivered to Escrow Agent. In Agent for deposit into escrow pursuant to the absence of such appointmentEscrow Agreement, the President of the Company shall be the Escrow AgentIssuance Direction. (g) It is understood and agreed that should any dispute arise Concurrently with respect to the deliveryClosing, ownershipBuyer shall, or right of possession of the Shares held by in writing, instruct the Escrow Agent hereunderto deliver to the Company the original Notes, the Escrow Note Assignment, a notice of election to convert the Notes, in substantially the form attached hereto as Exhibit C (“Buyer Conversion Notice”), with instructions from the Company directing the Transfer Agent is authorized to retain without liability issue to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final orderBuyer, decree, or judgment in connection with the conversion of the arbitratorNotes, if applicable, or 24,577,395 shares of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Company’s common stock (“Buyer Conversion Shares”). Escrow Agent shall be under no duty whatsoever promptly upon Closing deliver the foregoing documents and instructions to institute or defend such proceedingsthe Transfer Agent. (h) By signing Concurrently with the Closing, Seller shall, in writing, instruct the Escrow Agent to deliver to the Company the original Seller Notes and a notice of election to convert the Seller Notes, in substantially the form attached hereto as Exhibit D (“Seller Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Seller, in connection with the conversion of the Seller Notes, 1,200,000 shares of the Company’s common stock (“Seller Conversion Shares”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and instructions to the Transfer Agent (i) At such time as all of the conditions precedent to Closing under Article VIII hereof have been satisfied by the respective parties, and no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, each party shall have made all deliveries required by each of them under this Agreement to the Escrow Agent, and the expiration ten (10) day waiting period following the filing and mailing of the Information Statement (as defined in Section 7.5), the parties hereto shall provide written notice to Escrow Agent directing that the escrow be disposed of in accordance with the Escrow Agreement and the terms of this Agreement, subject to the Indemnity Escrow Fund to be handled in accordance with Article IX hereof and the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for With respect to each Purchaser that has not agreed to wire its Subscription Amount directly to the faithful performance of Company: (i) Simultaneously with the terms execution and delivery of this Agreement and by such Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to insure be paid to a non-interest bearing escrow account of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"), two stock assignments duly endorsed ”) set forth on Exhibit G attached hereto (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and delivered by subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.17, in which case, if the Escrow Agent pursuant to the following instructions then holds any portion of the Company and the Purchaser: Escrow Amount, then: (a1) In in the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated a termination by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing shall return the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise portion of the Repurchase Option. (e) If at Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the time event of a termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to by a Purchaser, the Escrow Agent shall deliver return the portion of the Escrow Amount received from such property Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and the Lead Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agents, the fees payable to such Placement Agents (which fees shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers contributing to the Escrow Amount acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agents of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Lead Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Lead Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agents in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agents in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of all further its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agents and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if he a successor escrow agent shall cease have been appointed and have accepted such appointment in a writing to be Chief Financial Officer both the Company and the Purchasers, then upon written notice thereof given to each of the Company Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if he a successor escrow agent shall resign not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to each party. In the event of any such termination or resignationCompany, the Company shall appoint a successor Placement Agents and the Purchasers, or (B) continue to hold the Escrow Agent. In the absence of such appointment, the President of Amount in escrow pending written direction from the Company shall be and the Lead Placement Agent in form and formality satisfactory to the Escrow Agent. (gF) It is understood and agreed In the event that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever uncertain as to institute its duties or defend such proceedings. (h) By signing rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent becomes a party hereto only shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the purpose safekeeping of executing such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions set forth from the Company, the Lead Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 7 and does not otherwise become a party to 2.1(d) shall survive any termination of this Agreement.

Escrow. As security for (i) Simultaneously with the faithful performance of the terms execution and delivery of this Agreement and by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to insure be paid to a non-interest bearing escrow account of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"), two stock assignments duly endorsed ”) set forth on Exhibit G attached hereto (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and delivered by subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent pursuant to the following instructions then holds any portion of the Company and the Purchaser: Escrow Amount, then: (a1) In in the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated a termination by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing shall return the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise portion of the Repurchase Option. (e) If at Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the time event of a termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to by a Purchaser, the Escrow Agent shall deliver return the portion of the Escrow Amount received from such property Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be set forth in such instructions), (2) to the Company’s Counsel, the fees payable to such Company Counsel, and (3) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company or the Placement Agent (or the Purchaser in accordance with Section 2.1(d)(ii)(A)), each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, unless such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of all further its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if he a successor escrow agent shall cease have been appointed and have accepted such appointment in a writing to be Chief Financial Officer both the Company and the Purchasers, then upon written notice thereof given to each of the Company Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if he a successor escrow agent shall resign not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to each party. In the event of any such termination or resignationCompany, the Company shall appoint a successor Placement Agent and the Purchasers, or (B) continue to hold the Escrow Agent. In the absence of such appointment, the President of Amount in escrow pending written direction from the Company shall be and the Placement Agent in form and formality satisfactory to the Escrow Agent. (gF) It is understood and agreed In the event that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever uncertain as to institute its duties or defend such proceedings. (h) By signing rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent becomes a party hereto only shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the purpose safekeeping of executing such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions set forth from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 7 and does not otherwise become a party to 2.1(d) shall survive any termination of this Agreement.

Escrow. As security for (a) Each of ▇▇▇▇▇▇ ▇. ▇▇▇, Avi ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Mania, ▇. ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (each an "Escrow Executive") hereby agrees as a condition and inducement to Parent's willingness to enter into this Agreement to enter into, prior to the faithful performance Appointment Time, an Escrow Agreement (the "Escrow Agreement") with Parent substantially in the form of Exhibit C. The amount set forth under the column entitled "Total" next to each Escrow Executive's name on Exhibit F hereto, shall, with respect to each executive be referred to as the "Executive Escrow Total." Each Escrow Executive, the Company and Parent agree that the payments that would otherwise be owed to such executive pursuant to the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares his employment agreement with Company upon exercise consummation of the Repurchase OptionOffer shall be reduced by the amount of the Executive Escrow Total and that Parent shall, within two business days of the Purchaser hereby pledges Appointment Time, deposit cash in such amount with American Stock Transfer and delivers for deposit Trust Co. (or another institution selected by Parent with the [Chief Financial Officer] reasonable consent of the Company, or such other person designated by the CompanyFounders), as escrow agent in this transaction (the "Escrow Agent"), two stock assignments duly endorsed . All such deposits pursuant to this Section 6.18 shall total $5,000,000 and (with date and number of shares blank) together with any interest earned thereon) shall constitute the certificate or certificates evidencing the Shares. Such documents are to Escrow Fund and be held governed by the terms set forth in this Section 6.18 and the Escrow Agreement (such arrangement, the "Escrow"). Parent shall be solely responsible for all expenses and fees payable to Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance connection with the terms of such noticeEscrow. (b) In connection with With respect to each date (each, a "Determination Date") set forth on Exhibit D (the "Escrow Threshold Schedule"), Parent shall certify in writing to each Escrow Executive as soon as reasonably practical following such transaction date (and in no event more than 30 days thereafter) whether the applicable threshold test (each, a "Threshold Test") corresponding to such date on the Escrow Threshold Schedule has been satisfied. No earlier than such delivery to the Escrow Executives, Parent shall deliver to the Escrow Agent is directed a certificate signed by Parent directing the Escrow Agent to deliver the applicable threshold amount (each, a "Threshold Amount") corresponding to such date on the Escrow Threshold Schedule, together with any interest earned thereon, to either (i) the Escrow Executives (to date each Escrow Executive pro rata based on contributions to the stock assignment necessary Escrow Fund with respect to such executive for such Threshold Test as set forth on Exhibit F) if the transfer in question, applicable Threshold Test has been satisfied or (ii) to fill in Parent if the number of shares being transferred, applicable Threshold Test has not been satisfied. The Escrow shall terminate when all disputes regarding any distributions from the Escrow Fund have been settled and (iii) to deliver such assignment, together with all distributions under the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionEscrow have been made. (c) Purchaser irrevocably authorizes the Each of ▇▇▇▇▇▇ ▇. ▇▇▇, Avi Fox, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Mania, ▇. ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees, notwithstanding any agreement between such executive and Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer including each agreement set forth on Part 3.04 of the Company or if he shall resign by written notice to each party. In Disclosure Letter), that effective as of the event of any such termination or resignationAppointment Time, the maximum amount that Company shall appoint a successor Escrow Agent. In the absence of will be obligated to pay such appointmentexecutives in order to reimburse such executives for any federal, the President of the Company shall be the Escrow Agent. state, or local income tax or excise tax (g) It is understood and agreed that should including any dispute arise interest or penalties imposed with respect to the delivery, ownership, such taxes) by reason of any payment being made by or right on behalf of possession Company to such executives that is subject to a "golden parachute" excise tax under Section 4999 of the Shares held by Code, shall be a total amount for all such executives collectively of $140,668.00 (the "Aggregate Excise Tax Gross-up Cap"). Notwithstanding the foregoing sentence, each Escrow Executive and Parent agrees that to the extent that Net Cash Available After Termination Related Payments (as defined on Exhibit F) exceeds $750,000 on the Determination Date on which Net Cash Available After Termination Related Payments is calculated, Parent shall pay, on behalf of Company, to the Escrow Agent hereunderExecutives, collectively, such excess as if the Escrow Agent is authorized Executives had not agreed to retain without liability the Aggregate Excise Tax Gross-up Cap, but only to anyone all or any part of said Shares until such disputes shall the extent that the Escrow Executives have been settled either by mutual written agreement or required by a final order, decree, or judgment Taxing Authority within six months of the arbitrator, if applicable, or of Appointment Time to pay a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever "golden parachute" excise tax referred to institute or defend such proceedingsabove. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security From and after the date hereof, the Parties (with the Company acting on behalf of the shareholders of the Company until Shareholder Representative shall have been duly constituted and appointed by all of such shareholders) shall cooperate in good faith to, and, on or prior to the Effective Time, shall negotiate and draft an Escrow Agreement pursuant to which: (a) for the faithful performance purpose of securing the indemnification obligations of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise shareholders of the Repurchase OptionCompany set forth in Article VIII and the Indemnification Agreements, at the Purchaser hereby pledges and delivers for Closing, Parent will deposit in escrow with the [Chief Financial Officer] Escrow Agent (i) certificates representing 15% of the CompanyStock Consideration and (ii) cash representing 15% of the Cash Consideration (such portions of the Stock Consideration and Cash Consideration, plus any interest thereon or other accretions thereto, being collectively referred to as the “Escrow Fund”) in lieu of transferring such other person designated by portion of the Company, as escrow agent Stock Consideration and paying such portion of the Cash Consideration to holders of Certificates in this transaction accordance with Section 2.02; ("b) distributions from the Escrow Agent"), two stock assignments duly endorsed Fund will be made in accordance with Section 8.06; (with date and number c) 100% of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to Escrow Fund shall be held by the Escrow Agent (less any distributions to Parent in connection with indemnification of any Parent Indemnified Parties) until the later of (i) the six-month anniversary of the Closing Date and delivered by (ii) the date on which Parent completes an audit of the Surviving Corporation for the period ending December 31, 2006 (such later date, the “Initial Release Date”); (d) on the Initial Release Date (or the next succeeding business day if such date is not a business day) the Escrow Agent pursuant shall release to the following instructions former holders of Certificates certificates representing 50% of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit initial Stock Consideration deposited with the Escrow Agent (less any certificates evidencing prior distributions to Parent in connection with indemnification of any Parent Indemnified Parties and less a portion subject to then-existing claims for indemnification by any Parent Indemnified Parties) and (ii) cash representing 50% of the Shares initial Cash Consideration deposited with the Escrow Agent (less any prior distributions to Parent in connection with indemnification of any Parent Indemnified Parties and less a portion subject to then-existing claims for indemnification by any Parent Indemnified Parties); (e) from and after the Initial Release Date (or the next succeeding business day if such date is not a business day), all property and amounts remaining in the Escrow Fund after the release described in the preceding clause (d) shall be held by the Escrow Agent hereunder and (less any additions and substitutions distributions to said shares as defined herein. Purchaser irrevocably constitutes and appoints Parent in connection with indemnification of any Parent Indemnified Parties) until the Escrow Agent as his attorney12-in-fact and agent for month anniversary of the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated.Closing Date; (df) Upon written request on such 12-month anniversary of the Purchaser, but no more than once per calendar year, unless Closing Date (or the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser next succeeding business day if such date is not a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaserbusiness day), the Escrow Agent shall deliver such release to the former holders of Certificates all property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of amounts then remaining in the Escrow Agent hereunder shall terminate if he shall cease Fund (less a portion subject to be Chief Financial Officer of the Company or if he shall resign then-existing claims for indemnification by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent.Parent Indemnified Parties); and (g) It is understood any property and agreed that should amounts remaining in the Escrow Fund thereafter shall be distributed to Parent in connection with indemnification of any dispute arise with respect Parent Indemnified Parties and/or released to the delivery, ownership, or right former holders of possession Certificates upon final resolution of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or applicable disputes in accordance with any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired resolution and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsSection 8.06. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As At the Effective Time, Parent shall withhold the Escrow Cash from the Closing Cash Consideration payable, in accordance with the Merger Consideration Certificate, to the Incentive Plan Representative (on behalf of the Incentive Plan Participants), the Company Stockholder and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”). For the purposes of this Section 2.03, the Incentive Plan Representative and the Company Stockholder are together referred to as the “Escrow Participants.” Simultaneously with the execution and delivery of this Agreement, Parent, the Incentive Plan Representative (on behalf of the Incentive Plan Participants) and the Escrow Agent shall enter into an escrow agreement (the “Escrow Agreement”) which will provide the terms and conditions for the release of the Escrow Cash, along with any other amounts deposited with the Escrow Agent as security for the faithful performance indemnification obligations of Article VIII pursuant to the terms of this Agreement (such amounts, together with the Escrow Cash, comprising the “Escrow Amount”), after the second anniversary of the Closing Date, subject to the terms of this Agreement and the Escrow Agreement. On the Closing Date, Parent shall cause the Escrow Cash to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit be deposited with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by The Escrow Agent shall hold the Escrow Agent Amount as security for the indemnification rights under Article VIII and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. that certain letter agreement dated as of October 30, 2009 between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and NetStreams, L.L.C. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary “▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreement”), amending that certain engagement letter between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and NetStreams, L.L.C. dated February 2, 2009. The parties intend that, for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercisedtax purposes, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many Cash shall qualify for installment sale treatment under §453 of the Shares as are not then subject to the Repurchase OptionCode. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities A portion of the Escrow Agent hereunder shall terminate if he shall cease to Cash will be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect treated as imputed interest to the delivery, ownership, or right of possession of extent required under the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsCode. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Notwithstanding anything to the faithful performance of contrary contained in this Agreement, at the Closing, Parent shall deposit with JPMorgan Chase Bank, N.A. (the “Escrow Agent”): (i) into an interest-bearing escrow account, an amount in cash equal to the Indemnity Escrow Amount (as may be supplemented pursuant to Exhibit E and subject to the terms of this Agreement and Section 10) (the “Indemnity Escrow Fund”), to insure secure the availability for delivery of Purchaser's Shares upon exercise indemnification obligations of the Repurchase OptionEffective Time Holders under Sections 6 and 10 of this Agreement, (ii) into a separate interest-bearing escrow account, an amount in cash equal to the Purchaser hereby pledges Working Capital Escrow Amount to secure any adjustments required in connection with a Closing Adjustments Shortfall pursuant to Section 1.9 (the “Working Capital Escrow Fund”) and delivers for deposit with (iii) into a separate non-interest-bearing escrow account, an amount in cash equal to the [Chief Financial Officer] of the CompanySecurityholders’ Agent Fund, or such other person designated by the Company, as escrow agent in this transaction pursuant to Section 11.1(g) ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing Indemnity Escrow Fund and the SharesWorking Capital Escrow Fund, the “Escrow Fund”). Such documents are to The Escrow Fund shall be held by the Escrow Agent and delivered disbursed by it solely for the Escrow Agent pursuant to the following instructions of the Company purposes and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction this Agreement and the provisions of the escrow agreement to be entered into among Parent, the Securityholders’ Agent and the Escrow Agent is directed (i) to date on the stock assignment necessary for the transfer in questionClosing Date, (ii) to fill substantially in the number form of shares being transferredExhibit C to this Agreement (the “Escrow Agreement”). The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and (iii) the approval and adoption of this Agreement and approval of the Merger by the Effective Time Holders pursuant to deliver such assignment, together with the certificate written consents evidencing the Shares Required Merger Shareholder Vote, Acknowledgment and Release Agreements, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Merger, and the irrevocable agreement of such Effective Time Holders to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held bound by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercisedcomply with, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many Agreement and all of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation arrangements and provisions of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by relating thereto, including the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities deposit of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of Amount into escrow and the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions indemnification obligations set forth in this Section 7 Sections 6 and does not otherwise become a party to this Agreement10 hereof.

Escrow. As security for Agent is directed and authorized to hold the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Optiondeposited funds in a demand deposit account at United National Bank, the Purchaser designated GAY ENTERTAINMENT TELEVISION, INC. ESCROW ACCOUNT. The undersigned hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by directs the Escrow Agent and delivered by to immediately distribute the Escrow Agent deposited funds thereon to the Company pursuant to the following instructions escrow requirements: a. All funds received from Subscribers will be deposited into Escrow Account at United National Bank and shall be invested in funds permissible by the Securities and Exchange Commission. b. Escrow Agent will promptly return to a Subscriber their portion of the escrowed funds, without interest, if a Subscriber is subsequently rejected by the Company or The Agean Group, as representative (the "Representative") of the Company's underwriters, in whole or in part, as set forth in the Prospectus or if a Subscriber rescinds that Subscriber's subscription agreement; provided that such rescission shall be of any force and effect if rescission is permitted under the laws of the State to which such Subscriber is domiciled. The Company or the Representative will immediately notify Escrow Agent in writing of any rejected Subscriber or a rescission by a Subscriber. Escrow Agent will then, upon collection of that Subscriber's moneys, refund the rejected amount to that Subscriber. c. Escrow Agent shall promptly return to each investor their portion of the escrow funds, without interest in the event the Escrow Agent fails to receive aggregate escrowed funds in the amount of Seven Million, Nine Hundred Ninety Nine Thousand, Nine Hundred Eighty Seven and 50/100 ($7,999,987.50) Dollars on or before ninety (90) days from the effective date of the Prospectus ("Termination Date"), unless the offering is extended by the Company and the PurchaserRepresentative, at their sole option, for an additional ninety (90) days (for a total of 180 days from the effective date of the Prospectus and the Company will promptly notify Escrow Agent in writing of any extension of the offering. d. Escrow Agent will promptly deliver the escrowed funds to the Company with accrued interest if: (a1) the escrowed funds are in the aggregate amount of not less than Seven Million, Nine Hundred Ninety Nine Thousand, Nine Hundred Eighty Seven and 50/100 ($7,999,987.50) Dollars ("Minimum Subscription") on or before Termination Date or any extension thereof. (2) In the event case of a distribution under the proceeding subparagraph 3c(1) above, the Company and/or any assignee may continue to deposit checks made payable to Gay Entertainment Television, Inc. Escrow Account into the Escrow Account and Escrow Agent will cause the Escrow Account to remain open for a period not to exceed the Termination Date, unless the offering is extended pursuant to subparagraph 3b(2). During said period, all such deposits shall be considered funds of the Company exercises received by Escrow Agent for collection and upon receipt of collected funds on each such deposit. Upon written notice from the Repurchase Option, Purchaser Company and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in questionRepresentative, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery after release of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to PurchaserMinimum Subscription, the Escrow Agent shall deliver release such property to Purchaser and be discharged amount of all further obligations hereunderadditional funds as directed in such additional written notice(s). ESCROW AGENT SHALL BE PROTECTED IN RELYING ON THE SOLE WRITTEN ASSERTIONS OF THE COMPANY FOR EACH OF THE ITEMS IN THIS PARAGRAPH 3. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for On the faithful performance of the terms of this Agreement Closing Date, Sunlight Supply, Buyer and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option▇▇▇▇▇ Fargo Bank, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the CompanyNational Association, or such other person designated by the Companya national banking association, as escrow agent (including its successors and permitted assigns in this transaction ("such capacity, the “Escrow Agent"”) will enter into an escrow agreement, substantially in the form of Exhibit B (the “Escrow Agreement”). Sellers on the one hand, two stock assignments duly endorsed (with date and number Buyer, on the other hand, will each pay 50% of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by all fees and expenses of the Escrow Agent in connection with the Escrow Agreement. Sellers and delivered Buyer agree that, for Tax reporting purposes, all interest or other income from investment of such escrowed assets will, as of the end of each calendar year and to the extent required by the IRS, be reported as having been earned by Sunlight Supply, and, in accordance with the terms of the Escrow Agreement, the Escrow Agent will release to Sunlight Supply from the accounts established by the Escrow Agent pursuant to the following instructions of Escrow Agreement (the Company and the Purchaser: (a“Escrow Accounts”) funds sufficient to pay such Tax Liability. In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in questionAgreement, (iia) to fill in on the number of shares being transferred, and (iii) to deliver such assignment, together with first Business Day immediately following the certificate evidencing the Shares to be transferred, to the Company against the delivery nine-month anniversary of the purchase price for Closing Date (the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser“First Release Date”), the Escrow Agent shall deliver such property release and pay to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities Sunlight Supply out of the Escrow Agent hereunder shall terminate if he shall cease Account an amount equal to be Chief Financial Officer (i) 25% of the Company or if he shall resign funds deposited in escrow less (ii) the sum of (A) all payments out of the Escrow Account made by written notice the First Release Date and (B) an amount equal to each party. In the event maximum aggregate amount of any such termination or resignation, unresolved claims for indemnification pursuant to Article VIII hereof on the Company shall appoint a successor Escrow Agent. In First Release Date; (b) on the absence of such appointment, first Business Day immediately following the President 15-month anniversary of the Company shall be Closing Date (the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder“Second Release Date”), the Escrow Agent is authorized shall release and pay to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment Sunlight Supply out of the arbitratorEscrow Account an amount equal to (i) 25% of the funds deposited in escrow less (ii) the sum of (A) all payments out of the Escrow Account made by the Second Release Date and (B) an amount equal to the maximum aggregate amount of any unresolved claims for indemnification pursuant to Article VIII hereof on the Second Release Date; and (c) on the first Business Day immediately following the 18-month anniversary of the Closing Date (the “Final Release Date”), if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever release and pay to institute Sunlight Supply the then-remaining amount in the Escrow Account, less an amount equal to the maximum aggregate amount of any unresolved claims for indemnification pursuant to Article VIII hereof on the Final Release Date. The Parties agree that, to the extent any portion of the assets held in escrow are released to Sunlight Supply on the Second Release Date or defend such proceedings. (h) By signing this Agreementany subsequent release date, the release will first be comprised of that portion of the Escrow Agent becomes Amount that is represented by the beneficial ownership of the Stock Consideration and, only after all such Stock Consideration has been released, will any cash portion of the escrowed assets be released and further agree that any release from Escrow in favor of Buyer will be first in cash. The maximum aggregate amount of any unresolved claim shall be equal to, in the case of a party hereto only claim by a Party, the most recent amount claimed by such Party or, for a Third-Party Claim, the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreementamount claimed by such third party.

Escrow. As security for (a) At the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionClosing, the Purchaser hereby pledges will deposit into an escrow account (the “Escrow Account”) established for such purpose with The Bank of New York Mellon (the “Escrow Agent”) pursuant to an escrow agreement by and delivers for deposit with among the [Chief Financial Officer] of Purchaser, the Company, or such other person designated by the Company, as escrow agent in this transaction ("Stockholder Representative and the Escrow Agent", in substantially the form attached hereto as Exhibit I (the “Escrow Agreement”), two $22,500,000 of the Merger Consideration (less, if applicable, the Initial Shortfall Amount), consisting of ratable portions (based on the allocation of the Merger Consideration between the Cash Merger Consideration and the Shares Merger Consideration set forth herein) of the Cash Merger Consideration (the “Cash Escrow Deposit”), by wire transfer of immediately available funds into the Escrow Account, and the Shares Merger Consideration, valued at the Purchaser Stock Price (the “Escrowed Shares”), by delivery of the stock assignments duly endorsed (certificates representing such shares, along with date and number of shares stock powers executed in blank) , to the Escrow Agent. The Cash Escrow Deposit, together with any interest and other income earned thereon (collectively, the certificate or certificates evidencing “Escrowed Funds”), along with the Shares. Such documents are to Escrowed Shares (collectively, the “Escrowed Merger Consideration”), will be held by in the Escrow Agent and delivered by Account to act as the Escrow Agent exclusive source of payment of: (i) any Downward Post-Closing NWC Adjustment pursuant to Section 2.11(b); and (ii) the following instructions indemnification obligations (including Indemnified Taxes) of the Company Stockholders under Article VIII; provided that the indemnification obligations under Sections 8.2(a)(iv) and (v) may also be funded as provided in Section 2.12. In addition, the Purchaser will be entitled to draw on $7,500,000 of the Escrowed Merger Consideration to fund certain post-closing employment-related obligations of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises Subsidiaries on the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct terms provided in the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticeAgreement. (b) In connection with such transaction Escrowed Shares and Escrowed Funds shall be released ratably from the Escrow Agent is directed (i) to date Account. For all purposes under the stock assignment necessary for Escrow Account, the transfer in question, (ii) to fill in Escrowed Shares shall be valued at the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, Purchaser Stock Value. Notwithstanding anything to the Company against contrary herein, no fraction of an Escrowed Share shall be released from the delivery Escrow Account and all releases of the purchase price for the number of shares of stock being purchased pursuant Escrowed Shares shall be rounded to the exercise of the Repurchase Optionnearest whole Escrowed Share. (c) On the 12-month anniversary of the Closing Date (the “Initial Escrow Period Expiration Date”), an amount of Escrowed Merger Consideration equal in aggregate value to $7,500,000 (less, if applicable, the Initial Shortfall Amount) minus the sum of (i) the aggregate amount of unsatisfied or disputed claims for Losses specified in Indemnity Claim Notices delivered by the Purchaser irrevocably authorizes to the Company Stockholder Representative on or prior to deposit with the Initial Escrow Agent any certificates evidencing Period Expiration Date; and (ii) the Shares aggregate amount of all satisfied claims for Losses paid to Purchaser Indemnified Parties on or prior to the Initial Escrow Period Expiration Date, shall be held released by the Escrow Agent hereunder from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Stockholders pursuant to Section 2.10(b)(iii)). On the 30-month anniversary of the Closing Date (the “Second Escrow Period Expiration Date”), an amount of Escrowed Merger Consideration equal to $15,000,000 (less, if applicable, the Initial Shortfall Amount) minus the amount of the Escrowed Merger Consideration previously released to the Paying Agent minus the aggregate amount of unsatisfied or disputed claims for Losses specified in Indemnity Claim Notices delivered to the Stockholder Representative between the Initial Escrow Period Expiration Date and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Second Escrow Period Expiration Date (such aggregate amount of unsatisfied or disputed claims for Losses, the “Pending Claims Amount”), shall be released by the Escrow Agent from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Stockholders pursuant to Section 2.10(b)(iii)). The Escrow Agent shall continue to hold the Pending Claims Amount corresponding to each claim for Losses until the final resolution of such claim, at which point, as his attorneyand when such claim is resolved, the Escrow Agent shall release Escrowed Merger Consideration equal in value to the appropriate portion of the Pending Claims Amount to the Paying Agent (for further distribution by the Paying Agent to the Company Stockholders pursuant to Section 2.10(b)(iii)) and/or to the Purchaser, as the case may be, depending upon resolution of such claim. In addition, the Purchaser will be entitled to draw up to $7,500,000 of the Escrowed Merger Consideration to fund certain post-inClosing employment-fact related obligations of the Company and agent of the Company Subsidiaries on the terms provided in the Escrow Agreement. Any Escrowed Merger Consideration remaining in the Escrow Account after the later of (i) resolution of the last to be resolved of such claim(s) for Losses and (ii) the term fifth (5th) anniversary of this escrow the Closing Date shall be released by the Escrow Agent from the Escrow Account to execute all documents appropriate the Paying Agent (for further distribution by the Paying Agent to make such securities negotiable and the Company Stockholders pursuant to complete any transaction herein contemplatedSection 2.10(b)(iii)). (d) Upon written request of the The Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, Company and the Stockholder Representative each agree to promptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment Agent) requested by the Company, or any parent or subsidiary other to effect releases of the Company, Escrowed Merger Consideration from the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to Account, in each case in accordance with this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for The aggregate sum of €1,974,000 (the faithful performance “Escrow Amount”) will be deposited by wire transfer of immediately available funds with Bank of Ireland (the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("“Escrow Agent"”), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by in an escrow account (the “Escrow Agent Account”) managed and delivered paid out by the Escrow Agent pursuant to the following instructions terms of the Company Escrow Agreement by and among the Purchaser: (a) In the event the Company and/or any assignee Escrow Agent, Buyer, and Sellers Agent, dated as of the Company exercises date of this Agreement (the Repurchase Option“Escrow Agreement”). Concurrently with the execution and delivery of the Escrow Agreement, Purchaser and pursuant to the Company hereby irrevocably authorize and direct applicable provisions thereof, the Escrow Agent will establish the Escrow Account to execute hold the transaction contemplated by notice Escrow Amount in trust pursuant to the Escrow Agreement free and clear of repurchase any Liens or other claims of any creditor of any of the parties. The Escrow Account will include the Indemnity Escrow Amount, which amount, plus any interest accrued thereon, will be payable to Sellers less any amounts paid or payable pursuant to claims asserted under SECTION 2.3(e), ARTICLE 8 and/or the Tax Deed, in accordance with the terms of such notice. (b) In connection with such transaction this Agreement and the Escrow Agent is directed (i) Agreement. The Escrow Amount also includes €724,000, which will be released to date the stock assignment necessary for the transfer Purchaser in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together accordance with the certificate evidencing terms of the Shares to Escrow Agreement and which will be transferred, paid to the Company against holders of the delivery ▇▇▇▇▇▇ B Ordinary Shares that are subject to put and call option agreements (as amended by the B Acknowledgement & Waiver Letters) and the holders of the non-convertible ▇▇▇▇▇▇ D Ordinary Shares that are subject to put and call option agreements (as amended by the D Acknowledgement & Waiver Letters) on the completion of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the all such ▇▇▇▇▇▇ B Ordinary Shares to be held and ▇▇▇▇▇▇ D Ordinary Shares by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedBuyer. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security No later than 10 Business Days after the Closing, Transferee and Transferor shall enter into a mutually acceptable escrow agreement (the “Escrow Agreement”) with an escrow agent selected by Newco and reasonably acceptable to the Transferor (the “Escrow Agent”). The Escrow Agreement shall provide for the faithful performance establishment of an escrow fund (the “Escrow Fund”) to be funded by Newco on the date the Escrow Agreement is entered into in the amount of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase OptionEscrow Amount, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("which Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to Fund shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction this Section 8.11. Each of Newco and Transferee shall have the right to notify the Escrow Agent is directed of any claim for indemnification made by any Transferee Indemnified Person pursuant to this Article VIII (an “Escrow Claim Notice”). Promptly following the final determination in accordance with this Article VIII of any claim for indemnification made by any Transferee Indemnified Person pursuant to this Article VIII (including a request for advancement of expenses pursuant to this Article VIII), upon request by Transferee or Newco, Transferor shall execute and deliver a certificate requesting the Escrow Agent to deliver by wire transfer to an account designated by Transferee immediately available funds in the amount of such claim as finally determined in accordance with this Article VIII. On the fifth (5th) anniversary of the Closing Date (the “Escrow Release Date”), Transferee and Transferor shall execute and deliver to the Escrow Agent a certificate requesting the Escrow Agent to deliver by wire transfer to Transferor all amounts that remain in the Escrow Fund, less the sum of any amounts subject to claims for indemnification that (i) to date have not been finally determined before the stock assignment necessary for the transfer Escrow Release Date in question, accordance with this Article VIII and (ii) to fill are the subject of Escrow Claim Notices provided before the Escrow Release Date. If at any time after the Escrow Release Date the entire balance remaining in the number Escrow Fund exceeds the sum of shares being transferred, any amounts subject to claims for indemnification that (i) have not been finally determined in accordance with this Article VIII as of such time and (iiiii) are the subject of Escrow Claim Notices provided before such time, at Transferor’s request, Transferee and Transferor shall execute and deliver a certificate requesting the Escrow Agent to deliver such assignment, together with the certificate evidencing the Shares excess to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionTransferor by wire transfer. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security (a) At the Effective Time, Buyer shall deliver to the Escrow Agent the Aggregate Escrow Amount, which the Escrow Agent will hold in the following sub-accounts for release in accordance with the faithful performance terms and conditions of the Escrow Agreement and this Agreement: (1) the Working Capital Escrow Amount will be held in a sub-account exclusively to pay any Post-Closing Reduction as provided in Section 2.07; (2) the General Escrow Amount will be held in a sub-account to pay (x) indemnification payments owing to the Buyer Indemnified Parties as determined pursuant to Article IX, other than those matters identified in Section 9.01(c) or arising out of a breach of Section 3.17; and (y) in the event that the amount of the Post-Closing Reduction, if any, is greater than the Working Capital Escrow Amount (such excess, the “Excess Reduction Amount”), the Excess Reduction Amount; and (3) the Environmental Escrow Amount will be held in a sub-account to pay indemnification payments owing to the Buyer Indemnified Parties arising with respect to the matters identified in Section 9.01(c) or arising out of a breach of Section 3.17 and as determined pursuant to Article IX. The Aggregate Escrow Amount shall be held in an escrow account (the “Escrow Account”) pursuant to the Escrow Agreement to be executed by Buyer, the Shareholders Representative and the Escrow Agent at or prior to the Closing. Any interest, income or profits on the Working Capital Escrow Amount, the General Escrow Amount and the Environmental Escrow Amount shall remain in the Escrow Account and become part of the Working Capital Escrow Amount, the General Escrow Amount or the Environmental Escrow Amount, as applicable. (b) The Escrow Agreement shall provide, in addition to the terms and conditions set forth in Section 2.05(a) and Section 2.07: (i) on December 28, 2012 (such date, the “General Escrow Release Date”), the Escrow Agent shall pay by wire transfer, from the General Escrow Amount to the Shareholders Representative on behalf of the Closing Common Shareholders, an amount equal to the General Escrow Amount minus (A) the aggregate amount of claims made and finally determined pursuant to the terms hereof and of the Escrow Agreement but not paid as of the General Escrow Release Date, minus (B) the aggregate amount of unresolved disputed claims made pursuant to the terms hereof and of the Escrow Agreement as of the General Escrow Release Date, and minus (C) the Excess Reduction Amount, if any, to the extent the Post-Closing Reduction has been finally determined in accordance with Section 2.07 below but not paid as of the General Escrow Release Date; (ii) no later than five (5) Business Days following the fifth (5th) anniversary of the Closing Date (the “Environmental Escrow Release Date”), the Escrow Agent shall pay by wire transfer, from the Environmental Escrow Amount to the Shareholders Representative on behalf of the Closing Common Shareholders, the Environmental Escrow Amount minus (A) the aggregate amount of Environmental Claims or other applicable claims under Article IX made and finally determined pursuant to the terms hereof and of the Escrow Agreement but not paid as of the Environmental Escrow Release Date, and minus (B) the aggregate amount of Environmental Claims or other applicable claims under Article IX made pursuant to the terms hereof and of the Escrow Agreement as of the Environmental Escrow Release Date but that are unresolved; and (iii) the remainder of the General Escrow Amount and the Environmental Escrow Amount shall be paid in accordance with the Escrow Agreement. (c) In the event of a conflict between the Escrow Agreement and this Agreement, the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedshall govern. (d) Upon written request One-half of the Purchaserfees, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement costs and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities expenses of the Escrow Agent hereunder (the “Escrow Fees”) shall terminate if he shall cease to be Chief Financial Officer paid by the Shareholders Representative from the Reserve Amount, and one-half of the Company or if he Escrow Fees shall resign be paid by written notice to each party. In the event of any such termination or resignationBuyer (or, at its election, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow AgentSurviving Corporation). (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (i) Purchaser and the faithful performance Sellers hereby appoint the Escrow Agent to serve in such capacity hereunder. Simultaneously with the execution and delivery of this Agreement, Purchaser, shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the Purchase Price, to be paid to an escrow account of the terms of this Agreement and to insure Escrow Agent set forth on Exhibit A attached hereto (the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as aggregate amounts received being held in escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent are referred to herein as the “Escrow Amount”). Simultaneously with the execution and delivery of this Agreement, Sellers shall promptly deliver to the Escrow Agent the Debentures and at least five undated stock powers duly manually endorsed for transfer in blank (the "Stock Powers") and the Company shall deliver to Escrow Agent the New Debentures registered in the name of the Purchaser and the instructions to the Company’s transfer agent (Computershare) to deliver the Converted Shares pursuant to Section 1(b). The Escrow Agent shall hold the Escrow Amount, Debentures, New Debentures and Stock Powers in escrow in accordance with Section 1(g)(ii) and (iii) below. The Company expressly waivers and requirement that the stock powers contain any signature guarantee or other third-party evidence of authenticity, and agrees to accept the same from the Escrow Agent “as-is” as delivered to the Escrow Agent by the Sellers. (ii) The Escrow Agent shall hold the Escrow Amount, the Stock Powers, the Debentures and the New Debentures delivered to the Escrow Agent pursuant to Section 1(g)(i) of this Agreement, in escrow in accordance with and subject to this Agreement until the following receipt of written instructions signed by the Sellers, the Purchaser and the Company that the conditions to the Closing have been satisfied (the "Release Instructions"). Upon receipt of the Release Instructions, the Escrow Agent shall release to Sellers that part of the Escrow Amount constituting the Purchase Price set forth opposite Sellers’ name on column (7) of the Securities Schedule attached hereto in accordance with written wire transfer instructions received from Sellers, and shall release to Purchaser the New Debenture. The Escrow Agent shall deliver the Debentures to the Company and the Purchaser: Company will cancel the Purchased Debentures and re-issue certificates for the Remaining Debentures back to the Escrow Agent. Upon notice (athe "Delivery Confirmation") In from the event Escrow Agent that the Company and/or any assignee of Escrow Amount, the Company exercises Debentures, the Repurchase OptionNew Debentures and the Stock Powers have been delivered to the Escrow Agent, the Purchaser together with the Sellers and the Company hereby irrevocably authorize and shall deliver the Release Instructions. If Purchaser fails to deliver the Release Instructions to the Escrow Agent within 3 business days after delivery by the Escrow Agent to Purchaser of the Delivery Confirmation, the Sellers may, at their option, direct the Escrow Agent to execute deliver to the transaction contemplated by notice of repurchase in accordance with Sellers the terms of such notice. (b) In connection with such transaction Stock Power and the Escrow Agent is directed (i) to date Debentures and if the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to Sellers deliver such assignmentinstruction, together contemporaneously with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant foregoing to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercisedSellers, the Escrow Agent will shall deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject Escrow Amount. If the Sellers fail to deliver the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, Release Instructions to the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow within 3 business days after the Escrow Agent has in his possession any documentsdelivered the Delivery Confirmation to the Sellers, securitiesPurchaser may instruct the Escrow Agent to deliver to the Purchaser the Escrow Amount and if Purchaser delivers such instruction, or other property belonging contemporaneously with the delivery of the foregoing to Purchaser, the Escrow Agent shall deliver such property to Purchaser the Sellers the Stock Power and be discharged of all further obligations hereunderthe Debentures. (fiii) Upon delivery of an Exercise Notice to the Sellers, the Purchaser shall deliver a copy of such notice to the Escrow Agent and deliver the Option Price for the Remaining Debenture covered by such Exercise Notice to the Escrow Agent in United States Dollars in immediate available funds within three (3) business days following the Exercise Date. Upon receipt of an Exercise Notice, the Escrow Agent shall submit the Remaining Debentures to the Company and the Company shall re-issue a certificate for the Remaining Debentures covered by the Exercise Notice registered in the name of the Purchaser, free and clear of any claim, pledge, charge, lien and any other encumbrance whatsoever, and re-issue the balance of the Remaining Debentures, if any, in the name of the Sellers. Upon receipt by the Escrow Agent of the Remaining Debentures subject to the Exercise Notice registered in the name of the Purchasers, the Escrow Agent shall release the Remaining Debentures so purchased to the Purchaser and the Option Price to the Sellers. The exercise of the Option shall be applied pro-rata to Sellers according to the outstanding principal amount of Remaining Debentures then held by the Sellers. Following the Option Period, provided that the Escrow Agent has received no Exercise Notice during such period unless such Exercise Notices were honored in full, the Escrow Agent shall return the balance of the Remaining Debentures not subject to an Exercise Notice to the Sellers. (iv) It is expressly understood that the Escrow Agent acts hereunder as an accommodation to the Purchaser and the Sellers 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 the Escrow Agent or the parties may act. (v) The Escrow Agent shall no have duties or responsibilities except those set forth in this Agreement and shall incur no liability, other than by its own gross negligence, willful misconduct or fraud, in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine, and the 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. The Purchaser and the Sellers acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement and shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care beyond what Escrow Agent gives its own similar property. The Purchaser and the Sellers 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 which may be incurred by the Escrow Agent (including attorneys' fees) by reason of its acceptance of, and its performance under, this Agreement unless caused by the gross negligence, willful misconduct or fraud of the Escrow Agent. Absent the Escrow Agent's gross negligence, willful misconduct or fraud, the Escrow Agent shall be automatically released from all responsibility and liability under this Agreement upon the Escrow Agent's distribution of the Escrow Amount and the Purchased Preferred Shares and the Purchased Warrants in accordance with the provisions of this Agreement. (vi) This Agreement sets forth exclusively the duties of the Escrow Agent hereunder with respect to any and all matters pertinent thereto and no implied duties or obligations shall terminate if he shall cease to be Chief Financial Officer of read into this Agreement. (vii) The Sellers and the Company or if he shall resign by written notice to acknowledge that Escorw Agent represents the Purchaser on other legal matters and has represented the Purchaser in connection with this Agreement, and each party. In the event of any such termination or resignation, Sellers and the Company shall appoint a successor Escrow Agent. In the absence expressly waive any actual or potential conflict of interest which may be caused by such appointment, the President representation or such dual roles of the Company shall be the Escrow Agent. (gviii) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right The provisions of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to 1(g) shall survive any termination of this Agreement.

Escrow. As security (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the faithful performance holding of escrow funds until the terms earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. The ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, except as otherwise set forth herein, and to insure shall be credited against the availability for delivery of Purchaser's Shares upon exercise of Purchase Price at the Repurchase Option, Closing. All interest earned on the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to ▇▇▇▇▇▇▇ Money Deposit shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant paid to the following instructions of party entitled to the Company and the Purchaser: (a) ▇▇▇▇▇▇▇ Money Deposit. In the event the Company and/or any assignee Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Company exercises ▇▇▇▇▇▇▇ Money Deposit. In all other instances, Escrow Agent shall not release the Repurchase Option▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit as follows: (i) if requested by Seller, then upon Seller’s written demand therefore stating that Purchaser defaulted in the performance of Purchaser’s obligations to close under this Agreement and the Company hereby irrevocably authorize facts and direct circumstances forming the basis of such default and (ii) if requested by Purchaser, then upon Purchaser’s written demand therefore, stating that Seller defaulted in the performance of Seller’s obligations to close under this Agreement and the facts and circumstances forming the basis of such default; provided, that, in neither case shall Escrow Agent to execute release the transaction contemplated by notice of repurchase in accordance with the terms ▇▇▇▇▇▇▇ Money Deposit until five (5) Business Days following Escrow Agent’s delivery of such noticewritten demand to the non-requesting party; provided, further, that if during such five (5) Business Days period, the non-requesting party shall have delivered to Escrow Agent a written dispute to the release of the ▇▇▇▇▇▇▇ Money Deposit, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit unless it receives further written direction signed by Seller and Purchaser. If no written dispute is so delivered, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit as directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Harsimus represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇, and Columbia represents that its tax identification number, for purposes of reporting interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) In Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection with such transaction the herewith. The parties acknowledge that Escrow Agent is directed (i) to date the stock assignment necessary acting solely as stakeholder for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each partytheir mutual convenience. In the event Escrow Agent receives written notice of any such termination or resignation, a dispute between the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise parties with respect to the delivery▇▇▇▇▇▇▇ Money Deposit (the “Escrowed Funds”), ownership, or right of possession of the Shares held by the Escrow Agent hereunder, shall not be bound to release and deliver the Escrow Agent is authorized Escrowed Funds to retain without liability either party but may either (i) continue to anyone 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 part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and no appeal has been perfected, but the 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 under no duty whatsoever to institute liable for any action taken, suffered or defend omitted by it in accordance with the advice of such proceedingscounsel. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Prior to the faithful performance closing date, the Shareholder shall deliver to an escrow agent, to be agreed upon by the parties, hereinafter called escrow agent a certificate evidencing ownership of an 80% equity interest in the Company duly indorsed. CFC shall deliver to the escrow agent 3,000,000 shares of its common stock as described in Section One of this agreement. The escrow shall be subject to the following terms and conditions: (1) On the Closing Date, the escrow agent shall deliver the shares of CFC and Company's ownership interest as set forth and provided in Section One of this agreement. (2) All fees and expenses of the escrow agent shall be borne equally by the parties. (3) Additional shares received by the Shareholder with respect to shares held in escrow, as a result of stock dividends and stock splits shall be delivered to the escrow agent and shall be subject to the terms of this Agreement agreement. (4) The escrow agent shall hold the undistributed shares deposited hereunder until May 1, 2001, whereupon he shall release to the Shareholder the balance of shares remaining in escrow after adjustment as set forth in Section Seven of this agreement and payment to insure CFC of all of its indemnity claims, approved as hereinafter provided, except that in the availability for delivery event a claim that may result in indemnification hereunder remains undetermined as of Purchaser's Shares upon exercise of the Repurchase OptionMay 30, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company2001, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and adequate number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are shall be retained in escrow to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions provide for payment of the Company and the Purchaser:such claim. (a5) In the event of any claim by CFC for indemnification hereunder, CFC shall give written notice to the Company and/or any assignee of the Company exercises the Repurchase OptionShareholder thereof, Purchaser and the Company hereby irrevocably authorize and direct parties shall attempt to reach agreement in respect thereto. If the Escrow Agent parties fail to execute the transaction contemplated by reach agreement within ten days after notice of repurchase a claim has been given, the issue shall be submitted to arbitration in accordance with the terms rules and requirements of the American Arbitration Association then obtaining. The decision of the arbitrator shall be final and binding on all parties, and appropriate instructions in conformity therewith shall immediately be given by the arbitrator to the escrow agent, who is authorized and directed to rely on such noticeinstructions. (b6) In The Shareholder shall have the right, at his own expense, to be represented by counsel of his own choice in connection with such transaction the Escrow Agent is directed (i) defense of any claim which may be brought against Company in respect to date the stock assignment necessary for the transfer in question, (ii) which CFC may be entitled to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of indemnification under this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each partyagreement. In the event of any such termination or resignationclaim, CFC shall give prompt written notice thereof to the Shareholder. If, after having received such notice, the Company shall appoint a successor Escrow Agent. In Shareholder elects not to participate in the absence defense of such appointmentclaim, the President of the Company they shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held bound by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either result obtained by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsCFC in defense thereof. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) If the faithful performance Senior Adviser exercises any of his Accelerated Options during the Term and disposes of any of the shares of Common Stock of the Company (the “Shares”) acquired upon such exercise, the Senior Adviser will deposit the Net Proceeds (as defined below) into an escrow account (the “Escrow”) to be established by the Company with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (or such other bank mutually acceptable to the parties) on terms consistent with the provisions of this Agreement and to insure the availability for delivery of Purchaser's Section 11. In addition, any Escrow Shares acquired upon exercise of an Accelerated Option by the Repurchase OptionSenior Adviser during the Term shall be deposited into the Escrow. The Escrow Shares (or the Net Proceeds thereof, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] if applicable) deposited into Escrow are assets of the CompanySenior Adviser, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions not of the Company and the Purchaser: (a) In terms of the event escrow agreement will provide that the Company and/or any assignee assets in the Escrow will not be subject to the claims of the creditors of the Company exercises and will be released only as provided herein. During the Repurchase OptionTerm, Purchaser and the Company hereby irrevocably authorize and direct the Senior Adviser shall not transfer any Escrow Agent Shares acquired upon exercise of an Accelerated Option other than pursuant to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticean arms-length sale to an independent third party. (b) In connection with such transaction To the Escrow Agent extent that an Option is directed (i) to date partly a Vested Option and partly an Accelerated Option, any exercise of the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares Option shall be deemed first to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of a Vested Option. Any disposition of Shares acquired upon exercise of an Accelerated Option shall be deemed first to be a disposition of Unrestricted Shares. Any Shares used to pay the Repurchase Optionexercise price and/or satisfy withholding taxes in connection with the exercise on an Accelerated Option will be Unrestricted Shares. (c) Purchaser irrevocably authorizes Within 2 business days following the earlier of (i) the expiration of the Term at December 31, 2016 or (ii) an Involuntary Termination or (iii) any other termination of the Senior Adviser other than a termination described in the following sentence, all amounts in the Escrow will be paid to the Senior Adviser, including interest on all amounts held in the Escrow. Within 2 business days following a termination by the Senior Adviser described in Section 10 or a termination by the Company to deposit with for Cause, all amounts in the Escrow Agent any certificates evidencing will be paid to the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedCompany. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination For purposes of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.11,

Escrow. As security (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the faithful performance 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 provides a Notice to Proceed to Seller prior to the expiration of the Evaluation Period pursuant to Section 5.3(c) herein, the ▇▇▇▇▇▇▇ Money Deposit shall, except as otherwise provided in this Agreement, be non-refundable to Purchaser and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall become part of the ▇▇▇▇▇▇▇ Money Deposit and shall paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit pursuant to the terms of this Agreement. In the event this Agreement and is terminated prior to insure the availability for delivery of Purchaser's Shares upon exercise expiration of the Repurchase OptionEvaluation Period pursuant to Section 5.3(c) herein, then the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to ▇▇▇▇▇▇▇ Money Deposit will be held returned by the Escrow Agent and delivered to Purchaser within one (1) Business Day following any such termination. In the event this Agreement is terminated for any other reason, then the ▇▇▇▇▇▇▇ Money Deposit will be disbursed by the Escrow Agent to the party entitled thereto pursuant to the following instructions applicable terms and provisions of the Company and the Purchaser: (a) this Agreement. In the event the Company and/or any assignee Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the ▇▇▇▇▇▇▇ Money Deposit. Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to execute either party until Escrow Agent has been requested in writing by Seller or Purchaser to release the transaction contemplated by ▇▇▇▇▇▇▇ Money Deposit and has given the other party written notice of repurchase such request and five (5) Business Days thereafter to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit; provided, however, that if this Agreement is terminated prior to the expiration of the Evaluation Period pursuant to Section 5.3(c), then Escrow Agent is authorized to, and shall, deliver the ▇▇▇▇▇▇▇ Money Deposit to Purchaser within one (1) Business Day following any such termination, and neither Seller nor Purchaser shall have any right to object to such delivery to Purchaser or disbursement to Seller. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that it is a disregarded entity as defined in accordance with Treasury Regulations Section 1.1445-2(b)(2)(iii) (“Disregarded Entity”). ▇▇▇▇-▇▇▇▇ Realty, L.P. (“Owner”) is the terms direct owner of such noticeSeller and is not a Disregarded Entity. Seller represents that Owner’s tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) In Escrow Agent shall not be liable to any party for any act or omission, except for Escrow Agent’s bad faith, gross negligence, willful misconduct or beach of this Agreement, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection with such transaction herewith, except to the extent arising from Escrow Agent’s bad faith, gross negligence, willful misconduct or breach of this Agreement. The parties acknowledge that Escrow Agent is directed acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit, Escrow Agent shall not release and deliver the ▇▇▇▇▇▇▇ Money Deposit to either party but may either (i) continue to date hold the stock assignment necessary for the transfer ▇▇▇▇▇▇▇ Money Deposit until otherwise directed in question, a writing signed by all parties hereto or (ii) to fill in deposit the number of shares being transferred, and (iii) to deliver such assignment, together ▇▇▇▇▇▇▇ Money Deposit with the certificate evidencing clerk of any court of competent jurisdiction if such dispute is not resolved within ninety (90) days of notice thereof. Upon such deposit, Escrow Agent will be released from all further duties and responsibilities hereunder. Escrow Agent shall have the Shares right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be transferredliable for any action taken, to suffered or omitted by it in accordance with the Company against the delivery reasonable advice of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Optionsuch counsel. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent shall not be required to defend any certificates evidencing legal proceeding which may be instituted against it with respect to the Shares ▇▇▇▇▇▇▇ Money Deposit, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and unless Escrow Agent is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be held 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 collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in good faith in accordance with any written instructions given to it hereunder and believed by it in good faith to have been signed by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedproper parties. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject acknowledges and agrees to the Repurchase Option. Within 180 days after cessation terms and provisions of Purchaser's continuous employment by the Company, or any parent or subsidiary Article IV of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase OptionAgreement. (e) If at The provisions of this Article XVII shall survive Closing or the time of earlier termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for the faithful performance If fewer than 100% of the terms Turbines have been Placed in Service as of the Final Capital Contribution Date: (i) The Adjusted Base Case Model run in connection with the Final Capital Contribution Date shall reflect (A) the actual number of Turbines that have been Placed in Service as of the Final Capital Contribution Date and (B) the actual number of Turbines that have not been Placed in Service but which (x) the Class B Equity Investor reasonably expects to be Placed in Service by no later than the Outside Date and (y) the Independent Engineer has certified are reasonably expected to (I) satisfy the clauses (a) through (e) of the definition of Placed in Service and (II) achieve “Taking Over” (as defined in the TSA) in each case, prior to the Outside Date (such Turbines referred to in this subclause (B), the “Additional Turbines”). (ii) A portion of the Final Class A Capital Contribution, calculated as the Additional Turbine Escrow Factor multiplied by the number of Additional Turbines, will be paid directly into an escrow account (the “Additional Turbine Escrow Account”) governed by the Escrow Agreement. (iii) For the avoidance of doubt, and without limiting any other provision of this Agreement to the contrary, the Class B Equity Investor and its Affiliates shall use commercially reasonable efforts to insure cause such Additional Turbines to be Placed in Service by no later than the availability for delivery of Purchaser's Shares upon exercise Outside Date. If the Class B Equity Investor fails to cause any of the Repurchase OptionAdditional Turbines to be Placed in Service by the Outside Date, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] Class B Equity Investor shall deliver an Additional Turbine Release Certificate to each of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date Class A Equity Investors and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account established pursuant to the Escrow Agreement with respect to such Additional Turbines shall be immediately returned to the Class A Equity Investors, together with interest at a rate per annum (based on a 360-day year of twelve 30-day months) equal to the Target IRR for the period commencing on the Final Capital Contribution Date and ending on the date such funds are returned to each Class A Equity Investor (it being understood that (x) interest shall not accrue on any portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account with respect to incomplete Additional Turbines to the extent such incomplete Additional Turbines become Completed Additional Turbines in accordance with clause (iv) below and (y) any portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account that is returned to any Class A Equity Investor pursuant to this Section 2.2(c)(iii), together with interest as calculated in accordance with this Section 2.2(c)(iii), shall be reflected in the “Target IRR Report” (as defined in the LLC Agreement)), and the Class B Equity Investor shall have no liability to any Class A Equity Investor for any loss of ITC or other tax benefits expected from such Turbines. (iv) If the Class B Equity Investor causes any of such Additional Turbines to become a Completed Additional Turbine, the Class B Equity Investor shall deliver to the Class A Equity Investors a duly completed Additional Turbine Placed in Service Certificate with respect to such Completed Additional Turbine(s), which shall, in connection with the Type Certificate, include the Independent Engineer’s verification of each Major Component for each applicable Completed Additional Turbine, and, promptly following delivery of such Additional Turbine Placed in Service Certificate, the Class A Equity Investors shall instruct the Escrow Agent pursuant in writing to release the portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account that is allocable to such Completed Additional Turbine to be distributed to the following instructions Class B Equity Investor. Notwithstanding the foregoing, to the extent that any of the Company and the Purchaser: (a) In the event the Company and/or Major Components used for any assignee of the Company exercises applicable Completed Additional Turbines were not set forth on the Repurchase OptionType Certificate, Purchaser subject to all other conditions being satisfied or waived, the aforementioned release and distribution of funds from the Company hereby irrevocably authorize Additional Turbine Escrow Account for the Completed Additional Turbines shall occur and direct Section 6.1(c)(i) of the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such noticeLLC Agreement shall apply. (bv) In connection with such transaction If the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery Class B Equity Investor causes any of the purchase price for Additional Turbines to become a Completed Additional Turbine then, no later than the number earlier of shares of stock being purchased pursuant to (1) the exercise date of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has Additional Turbine Placed in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise Service Certificate with respect to the delivery, ownership, or right of possession of final Completed Additional Turbine to be Placed in Service and (2) the Shares held by the Escrow Agent hereunderOutside Date, the Escrow Agent is authorized Class B Equity Investor shall deliver to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by the Class A Equity Investors a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsCompleted Additional Turbine Cost Segregation Report. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for Prior to the faithful performance closing date, the Shareholder shall deliver to an escrow agent, to be agreed upon by the parties, hereinafter called escrow agent 1,000,000 shares of Master Financial duly indorsed. Said shares representing all the terms issued and outstanding shares of Master Financial. Tensleep shall deliver to the escrow agent 700,000 shares of its common stock as described in Section One of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as agreement. The escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant subject to the following instructions of the Company terms and the Purchaserconditions: (a) In On the event Closing Date, the Company and/or any assignee escrow agent shall deliver the shares of the Company exercises the Repurchase Option, Purchaser Tensleep and the Company hereby irrevocably authorize Master Financial's common stock as set forth and direct the Escrow Agent to execute the transaction contemplated by notice provided in Section One and Two of repurchase in accordance with the terms of such noticethis agreement. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, All fees and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery expenses of the purchase price for escrow agent shall be borne equally by the number of shares of stock being purchased pursuant to the exercise of the Repurchase Optionparties. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held Additional shares received by the Escrow Agent hereunder Shareholder with respect to shares held in escrow, as a result of stock dividends and any additions stock splits shall be delivered to the escrow agent and substitutions shall be subject to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term terms of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplatedagreement. (d) Upon written request of The escrow agent shall hold the Purchaserundistributed shares deposited hereunder until May 1, but no more than once per calendar year2001, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject whereupon he shall release to the Repurchase Option. Within 180 days Shareholder the balance of shares remaining in escrow after cessation adjustment as set forth in Section Two of Purchaser's continuous employment by this agreement and payment to Tensleep of all of its indemnity claims, approved as hereinafter provided, except that in the Companyevent a claim that may result in indemnification hereunder remains undetermined as of April 30, or any parent or subsidiary of the Company2001, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate as adequate number of Shares sold pursuant shares shall be retained in escrow to this Agreement and not repurchased by the Company or its assignees pursuant to exercise provide for payment of the Repurchase Optionsuch claim. (e) In the event of any claim by Tensleep for indemnification hereunder, Tensleep shall give written notice to the Shareholder thereof, and the parties shall attempt to reach agreement in respect thereto. If at the time parties fail to reach agreement within ten days after notice of termination of this escrow the Escrow Agent a claim has in his possession any documents, securities, or other property belonging to Purchaserbeen given, the Escrow Agent issue shall deliver be submitted to arbitration in accordance with the rules and requirements of the American Arbitration Association then obtaining. The decision of the arbitrator shall be final and binding on all parties, and appropriate instructions in conformity therewith shall immediately be given by the arbitrator to the escrow agent, who is authorized and directed to rely on such property to Purchaser and be discharged of all further obligations hereunderinstructions. (f) The responsibilities of Shareholder shall have the Escrow Agent hereunder shall terminate if he shall cease right, at his own expense, to be Chief represented by counsel of his own choice in connection with the defense of any claim which may be brought against Master Financial Officer of the Company or if he shall resign by written notice in respect to each partywhich Tensleep may be entitled to indemnification under this agreement. In the event of any such termination or resignationclaim, Tensleep shall give prompt written notice thereof to the Shareholder. If, after having received such notice, the Company shall appoint a successor Escrow Agent. In Shareholder elects not to participate in the absence defense of such appointmentclaim, the President of the Company they shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held bound by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either result obtained by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsTensleep in defense thereof. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement.

Escrow. As security for (a) Purchaser and the faithful performance Sellers hereby appoint the Escrow Agent to serve in such capacity hereunder. No later than the Closing Date, Purchaser shall cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the Purchase Price, to be paid to an escrow account of the terms Escrow Agent set forth on Exhibit A attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the "Escrow Amount"). Simultaneously with the execution and delivery of this Agreement Agreement, Seller shall promptly deliver to the Escrow Agent (i) the Purchased Debentures (ii) the Outstanding Warrants, (iii) a UCC termination statement terminating Seller's lien on the Company's assets, (iv) any release of security interest that are necessary to release, as of record, the Sellers' security interest in any of the Purchasers' trademarks, patents and to insure copyrights (the availability for delivery of "IP Lien Release") or in any other Purchaser's Shares upon exercise assets as to which the Sellers have a lien, and (v) certificates representing the Pledged Securities under the Amended and Restated Security Agreement dated as of June 30, 2008 among the Company, all of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] subsidiaries of the Company, or such other person designated by the holders of the Company's Senior secured convertible debentures due June 30, 2014 and issued on the date thereof in the original aggregate principal amount of $26,140,355.91 signatory thereto, their endorsees, transferees and assigns and Enable Growth Partners, LP as agent for the secured parties, and the Security Agreement dated August 30, 2007 among the Company, as escrow agent all of its subsidiaries and the holders of the Company’s original issue discount 6% senior secured convertible debentures due June 30, 2009 and issued on August 30, 2007 in this transaction the original aggregate principal amount of $8,001,000 signatory thereto, their endorsees, transferees and assigns (collectively, the "Escrow AgentSecurity Agreements"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by The Escrow Agent shall hold the Escrow Amount, Purchased Debentures, the Outstanding Warrants, the UCC termination statement. the IP Lien Release and the certificates for the Pledged Securities in escrow (and any other relevant lien release documents) in accordance with Section 1.4 and (c) below. (b) The Escrow Agent shall hold the Escrow Amount, the Purchased Debentures, the Outstanding Warrants, the UCC termination statement, IP Lien Release, and any other relevant lien release documents and the certificates for the Pledged Securities delivered by to the Escrow Agent pursuant to Section 1 in escrow in accordance with and subject to this Agreement until the following receipt of written instructions signed by the Sellers and the Purchaser that the conditions to the Closing have been satisfied (the "Release Instructions"). Upon receipt of the Company Release Instructions, the Escrow Agent shall release to each Seller that part of the Escrow Amount constituting the Purchase Price set forth opposite such Seller's name on column (3) of the Securities Schedule attached hereto in accordance with written wire transfer instructions received from such Seller, and shall release to Purchaser the Purchased Debentures the Outstanding Warrants, the UCC termination statement, the IP Lien Release, and any other relevant lien release documents and the Purchaser:certificates for the Pledged Securities. (ac) In the event the Company and/or any assignee Upon satisfaction of the Company exercises conditions to Closing and upon notice (the Repurchase Option"Delivery Confirmation") from Purchaser to the Sellers that the Escrow Amount has been delivered to the Escrow Agent, the Purchaser together with each of the Sellers shall deliver the Release Instructions. If Sellers fail to deliver the Release Instructions to the Escrow Agent after delivery by Purchaser to the Sellers of the Delivery Confirmation, Purchaser and the Company hereby irrevocably authorize and may, at its option, direct the Escrow Agent to execute deliver to Purchaser the transaction contemplated by notice of repurchase in accordance with Purchased Debentures the terms of such notice. (b) In connection with such transaction Outstanding Warrants, the UCC termination statement, the IP Lien Release, and the certificates for the Pledge Securities, and any other relevant lien release documents and if Purchaser so directs the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in questionAgent, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together contemporaneously with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price Purchased Debentures the Outstanding Warrants, the UCC termination statement, the IP Lien Release, and any other relevant lien release documents and the certificates for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging Pledged Securities to Purchaser, the Escrow Agent shall deliver such property to the Sellers the Escrow Amount. If Purchaser fails to deliver the Release Instructions to the Escrow Agent after the Escrow Agent has received the Purchased Debentures the Outstanding Warrants, the UCC termination statement, the IP Lien Release and the certificate for the Pledged Securities and any other relevant lien release documents from the Seller and has received the Escrow Amount from Purchaser, Sellers may instruct the Escrow Agent to deliver to the Sellers the Escrow Amount and if Sellers so instructs the Escrow Agent, contemporaneously with the delivery of the Escrow Amount to Sellers, the Escrow Agent shall deliver to Purchaser the Purchased Debentures the Outstanding Warrants, the UCC termination statement, the IP Lien Release, and any other relevant lien release documents and the certificates of the Pledged Securities. (d) It is expressly understood that the Escrow Agent acts hereunder as an accommodation to the Purchaser and the Sellers 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 the Escrow Agent or the parties may act. (e) The Escrow Agent shall no have duties or responsibilities except those set forth in this Agreement and shall incur no liability, other than by its own gross negligence, willful misconduct or fraud, in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be discharged genuine, and the 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. The Purchaser and the Sellers acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement and shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care beyond what Escrow Agent gives its own similar property. The Purchaser and the Sellers hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all further obligations hereunder.loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature which may be incurred by the Escrow Agent (including attorneys' fees) by reason of its acceptance of, and its performance under, this Agreement unless caused by the gross negligence, willful misconduct or fraud of the Escrow Agent. Absent the Escrow Agent's gross negligence, willful misconduct or fraud, the Escrow Agent shall be automatically released from all responsibility and liability under this Agreement upon the Escrow Agent's distribution of the Escrow Amount, the Purchased Debentures, the Outstanding Warrants, the UCC termination statement, the IP Lien Release and the certificates for the Pledged Securities in accordance with the provisions of this Agreement.. (f) The responsibilities This Agreement sets forth exclusively the duties of the Escrow Agent hereunder shall terminate if he shall cease with respect to be Chief Financial Officer of the Company any and all matters pertinent thereto and no implied duties or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company obligations shall be the Escrow Agentread into this Agreement. (g) It is understood and agreed The Purchaser acknowledges that should any dispute arise with respect to the delivery, ownership, Escrow Agent represents some or right of possession all of the Shares held by Sellers on other legal matters and has represented the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedingsSellers in connection with this Agreement. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose The provisions of executing the instructions set forth in this Section 7 and does not otherwise become a party to 1.4 shall survive any termination of this Agreement.