Common use of Escrow Shares Clause in Contracts

Escrow Shares. (a) The number of shares which is equal to (i) ten percent (10%) of the Total TranSwitch Merger Shares to be issued at the Closing plus (ii) 10% of $20,000,000 divided by the TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole shares for each holder) (the "Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent (the "Escrow Agreement") as the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding Onex Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of Onex will also constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.

Escrow Shares. (a) The number of shares which is equal to (i) ten Ten percent (10%) of the Total TranSwitch Merger Common ------------- Shares to be issued at the Closing plus (ii) plus such number of shares of Total TranSwitch Common Shares which shall equal ten percent (10% %) of $20,000,000 divided by the TranSwitch Average Closing Price Stock, as defined in the Purchase Agreement (as defined in each case, rounded up to the nearest number of whole shares for each holderSection 9.2(p) hereof) (the "Indemnification Escrow Shares") ------------- will be deposited and held in ----------------------------- escrow in accordance with an the Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent (the "Escrow Agreement") as the first source, but not ----------- ---------------- the sole source source, of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the ClosingAlacrity Shares. The exact number of Escrow Shares held for the account of each Onex stockholder Alacrity shareholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow AgreementAlacrity. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding Onex Alacrity Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption approval of this Agreement by stockholders shareholders of Onex Alacrity will also constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.

Escrow Shares. In order to secure the amounts (aif any) The number owed to Parent Indemnitees pursuant to ARTICLE VIII, at the Closing, an aggregate of shares which is equal to (i) ten percent (10%) % of the Total TranSwitch aggregate shares of Parent Common Stock otherwise issuable as Per Share Merger Shares Consideration (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), allocated Pro Rata among the Company Stockholders in separate accounts, pursuant to the terms and conditions of the escrow agreement to be issued entered into at the Closing plus between Parent, the Company Representative and Continental Stock Transfer & Trust Company (ii) 10% of $20,000,000 divided by the TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole shares for each holder) (the "Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the form attached as Exhibit 2.2 with or such changes other Person as may be agreed by Parent and the Company), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit B hereto (the “Escrow Agreement”). In addition, as necessary from time to by TranSwitchtime after the Closing, Onex an aggregate of 10% of the aggregate shares of Parent Common Stock otherwise issuable as Per Share Merger Consideration in respect of any Dissenting Shares as to which the holder thereof fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, shall be deposited in the Escrow Account, together with any dividends or other distributions declared or made after the Agreement Date with respect to Parent Common Stock with a record date after the Effective Time, allocated to the holder of such Dissenting Shares in a separate account. The Escrow Agreement will provide that, upon the expiration of the Survival Period (as defined below), the Escrow Agent (will release the "Escrow Agreement") as the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by in each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery separate account, less that portion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made prior to such date, to the applicable Company Stockholder. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution will be made on behalf of the holders of the Outstanding Onex Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of Onex will also constitute Company Stockholders from their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Mergerseparate accounts promptly upon such resolution.

Escrow Shares. At the Effective Time, Tellium shall deliver to the Stockholder Representative who shall simultaneously deliver to an independent escrow agent designated by Tellium and reasonably acceptable to Astarte (athe "Escrow Agent"), ------------ 1,350,000 shares of Tellium Common Stock issued in the name of the Stockholder Representative (as defined in Section 10.3(c) The number below) (the "Escrow Shares") for ------------- the benefit of shares which is equal the Astarte Stockholders to be held and applied in accordance with Article X herein and the Escrow Agreement by and among Tellium, the Stockholder Representative (as defined below) and the Escrow Agent to be entered into at the Effective Time in the form attached hereto as Exhibit D (the "Escrow --------- ------ Agreement"). By virtue of their approval of this Agreement under the Colorado --------- Corporation Law, the Astarte Stockholders shall be deemed to (i) ten percent (10%) have approved and agreed to the delivery of 1,350,000 shares of Tellium Common Stock to the Total TranSwitch Merger Shares to be issued at Escrow Agent by the Closing plus Stockholder Representative, (ii) 10% of $20,000,000 divided by the TranSwitch Average Closing Price (in each case, rounded up have approved and agreed to the nearest number of whole shares for each holder) (the "Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in and its terms and conditions, including the form attached as Exhibit 2.2 indemnification of the Stockholder Representative and delivery to Tellium of any Escrow Shares and dividends and distributions with such changes as may be agreed respect thereto that are payable to by TranSwitch, Onex Tellium under the Escrow Agreement and (iii) direct Tellium and the Escrow Agent (to deliver to the "Escrow Agreement") as Stockholder Representative for delivery to the sole source Astarte Stockholders of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The any Escrow Shares will be withheld on a pro rata basis from among and dividends and distributions with respect thereto that are payable to the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of Astarte Stockholders under the Escrow Agreement. The delivery Article IV ---------- Representations and Warranties of Astarte ----------------------------------------- Except as set forth in the disclosure schedule delivered by Astarte to Tellium and dated as of the Escrow Shares will date above (the "Astarte Disclosure Schedule"), --------------------------- Astarte hereby represents and warrants to each of Tellium and the Company as set forth in this Article IV. The Astarte Disclosure Schedule shall be made on behalf of the holders of the Outstanding Onex Shares organized in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders paragraphs corresponding to the Escrow Agent. The adoption of numbered Sections in this Agreement by stockholders of Onex will also constitute their approval of Article IV and the terms and provisions of disclosures in any paragraph shall only qualify the Escrow Agreement, which is an integral term of the Merger.corresponding Section in this Article IV:

Escrow Shares. On the Closing Date, the Company shall deliver or -------------- cause to be delivered to the Escrow Agent the common stock share certificates representing the Escrow Shares (a) The the "Certificates"), registered in the name of ------------ the Investors (or any nominee designated by Investors), free and clear of all liens, claims, charges and encumbrances, representing 200% of the maximum number of shares which is equal to (i) ten percent (10%) of Common Stock underlying the Total TranSwitch Merger Shares to be issued at Debentures and the Closing plus (ii) 10% of $20,000,000 divided by Warrants and any interest accrued and outstanding thereon. The Company shall maintain the TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole shares for each holder) (the "Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement Share Minimum in the form attached Escrow Account (as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and defined below) at all times throughout the Escrow Agent (the "term of this Escrow Agreement") as . If the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for falls below 175% of the account maximum number of shares of Common Stock underlying the Debentures and the Warrants and any interest accrued and outstanding thereon, the Company shall replenish the Escrow Account with such number of additional shares to maintain the Escrow Share Minimum (the "Replenishment Shares") by delivering the -------------------- Replenishment Shares to the Escrow Agent by the second (2nd) business day of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms month. Upon conversion of the Escrow Agreement. The delivery Debentures and/or upon exercise of the Escrow Shares will be made on behalf Warrants, the Investors shall deliver a copy of the holders duly executed notice of exercise or notice of conversion, as the Outstanding Onex Shares in accordance with the provisions hereofcase may be, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption Within one (1) business day after receipt of this Agreement by stockholders such notice, the Escrow Agent shall deliver one or more Certificates to Interwest Transfer Company, Inc., the transfer agent for the Company (the "Transfer Agent"), for removal of Onex will also constitute their approval any --------------- restrictive legends pursuant to the Irrevocable Transfer Agent Instructions, and upon receipt of such Certificates, shall cause same to be delivered to or for the benefit of the terms and provisions Investors pursuant to written instructions of the Escrow Agreement, which is an integral term of the MergerInvestors.

Escrow Shares. (a) The number of shares which is equal to (i) ten At Closing, fifteen percent (1015%) of the Total TranSwitch Parent Merger Shares to be issued at the Closing plus (ii) 10% of $20,000,000 divided by the TranSwitch Average Closing Price (in each caseShares, rounded up to the nearest number of whole shares for each holder) share (the "Indemnification “Escrow Shares"”) will be deposited by the Stockholders into escrow, such deposit to constitute an escrow account (the “Escrow Account”). Each Stockholder’s portion of the Escrow Shares shall be determined based on their respective pro rata portion of the Parent Merger Shares issued at Closing (each such Stockholder’s “Pro Rata Percentage”). The Escrow Account shall be governed by the terms hereof and held in ----------------------------- escrow in accordance with an the terms of the Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent EXHIBIT 2.2(A) (the "“Escrow Agreement") ”). The Escrow Account shall serve as the first source, but not the sole source source, of indemnification payments ----------------- that may become due to TranSwitch Parent pursuant to Article X. Section 8.1(a). The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the ClosingStockholders. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow AgreementStockholder is set forth on EXHIBIT 2.2(B) attached hereto. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding Onex Shares Stockholders in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch Parent directly to such holders the Stockholders and subsequently delivered by such holders Stockholders to the Escrow AgentAgent (as such term is defined in the Escrow Agreement). The adoption of this Agreement by stockholders of Onex the Stockholders also will also constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.

Escrow Shares. (a) The number of shares which is equal to (i) ten Ten percent (10%) of the Total TranSwitch Parent Merger Shares to be issued issuable at Closing (excluding any Parent Merger Shares issuable after the Closing plus (ii) 10% of $20,000,000 divided by with respect to Outstanding INT'X.xxx Options, the TranSwitch Average Closing Price (in each caseExcluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest number of whole shares for each holder) share (the "Indemnification Escrow SharesESCROW SHARES") will be deposited and held in ----------------------------- escrow in accordance with an the Escrow Agreement in the form attached as Exhibit EXHIBIT 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent (the "Escrow AgreementESCROW AGREEMENT") as the sole source of indemnification payments ----------------- that may become due to TranSwitch Parent pursuant to Article X. IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex INT'X.xxx Shares based on the amount number of the Total TranSwitch Parent Merger Consideration received by each holder Shares issuable at the Closingclosing to such holders. The exact number of Escrow Shares held for the account of each Onex INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding Onex Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of Onex will also constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.Parent