Common use of Escrow Clause in Contracts

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. 2.3.1 Purchaser and Seller agree that $400,000, allocated among the two LLC Purchase Agreements and the Stock Purchase Agreement, of the Cash Consideration shall, on the Closing Date, be deposited in an interest-bearing escrow account (athe “Escrow Account”) with The Unreleased Shares Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or breach of warranty by Seller made to the Purchaser in Article III hereof, Purchaser becomes liable for and pays any monetary damages, awards, or settlements of claims, then the Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Account, to the Purchaser, the amount of any such damages, awards, or settlements (“Escrow Payment”). On the first day of the tenth month following the Closing Date, the Escrow Agent shall pay to the Seller the amount then on deposit in the Escrow Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be held submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the Company until such Unreleased Shares are forfeited as provided in Section 3.1two arbitrators selected by Purchaser and Seller, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, or until such time as this Agreement is no longer in effect. Participant Purchaser shall not retain physical custody have given Seller a written notice of any certificates representing Unreleased Shares issued third party claim or demand which may result in liability to ParticipantPurchaser pursuant to paragraph 2.2.2. Participanthereof (“Escrow Notice”) subject to Seller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is made by Purchaser, such sums paid shall qualify as an Escrow Payment and shall be paid by acceptance the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall be deemed either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to appointPurchaser, and does at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances long as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock Purchaser is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do jeopardized with respect to holding such defense. The Purchaser shall have the Shares right to cooperate in escrow and while acting the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the date of the applicable Escrow Notice of the Seller’s decision to either pay such claim or demand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, and the Purchaser is not jeopardized by such defense, the Purchaser shall not settle or compromise such claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the exercise Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made the Purchaser, settle or declared with respect to Unreleased Shares (and such Retained Distributions will be subject compromise any claim or consent to the Forfeiture Restriction entry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution all liability arising out of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclaim.

Escrow. (a) To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Unreleased Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until such Unreleased Shares are forfeited the Company exercises its Lapsing Repurchase Right as provided in Section 3.1hereunder, until such Unreleased Restricted Shares are fully released from no longer Restricted Shares pursuant to the Forfeiture Restriction as provided in Section 3.2terms hereof, or until such time as this Agreement is no longer is in effect. Participant Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall not retain physical custody of any promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing Unreleased such Restricted Shares issued which are no longer subject to Participant. Participantthe Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, by acceptance of this Agreement, and the escrow agent shall be deemed discharged of all further obligations hereunder with respect to appointthose Restricted Shares; provided, and does so appointhowever, that the Company and each of its authorized representatives escrow agent shall nevertheless retain such certificate or certificates as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as escrow agent may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Shares Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall be held by the Company until such Unreleased Shares are forfeited fail to timely pay taxes, assessments or insurance premiums as provided above, or in Section 3.1the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company insurance as may be required pursuant by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the Plan due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this AgreementSection 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to execute such representations or other documents or assurances as make up the Company or such representatives deem necessary or advisable in connection with any such transferdeficiency, which payments shall be secured by the Mortgage. To the extent allowable by applicable law that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares covenants contained in escrow Sections 7 and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject 8 herein as to the Forfeiture Restriction and the other terms and conditions under amounts paid only, but nothing contained in this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Section 9 shall be entitled construed as in any way limiting the rights of Huntington at its option to receive on the date pay any and all of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedsaid items when due.

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

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (ai) The Unreleased Shares to Seller, upon completion of the Closing (which shall be held by constitute a credit towards the Company until such Unreleased Shares are forfeited as provided Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of which Seller certifies either that (A) Buyer has defaulted under this Agreement, shall be deemed to appointor (B) this Agreement has been otherwise terminated or cancelled, and does so appointSeller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, the Company and each nor thereafter if Escrow Agent received a Notice of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Objection (and Retained Distributions, if any, paid on defined below) from Buyer within such forfeited Unreleased Sharesten (10) day period; or (iii) to the Company as may be required pursuant to the Plan or Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to execute such representations or other documents or assurances as receive the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be liable for any act it may do or omit to do relieved of all liability hereunder and with respect to holding the Shares in escrow and while acting in good faith and in Deposit. Escrow Agent shall deliver the exercise Deposit, at the election of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be party entitled to receive on the same, by (i) a good, unendorsed certified 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 (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereofreceiving same, as determined by the Committeebut not thereafter, the aggregate fair value other party may object to delivery of which shall be equal the Deposit to the Fair Market Value party making such demand by giving a notice of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.objection (a "

Escrow. (a) At or prior to the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent: (i) a number of shares Purchaser Common Stock equal to ten percent (10%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Indemnity Escrow Account”) in accordance with the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow Shares”), to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Distribution Escrow Account). The Unreleased Escrow Shares shall be held allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as a security for, and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with the schedule and restrictions as agreed upon by the Purchaser and the Stockholder representative and set forth in the Escrow Agreement. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Stockholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentARTICLE I hereof. (b) The Company will retain custody of all cash dividends and other distributions Indemnity Escrow Shares shall no longer be subject to any indemnification claim after the date which is 18 months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased any indemnification claims made in accordance with ARTICLE VI hereof prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser under ARTICLE VI and the Purchaser Common Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of ARTICLE VI. After the Expiration Date, any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account that are not subject to Pending Claims, if any, shall be disbursed by the Escrow Agent to the Company Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and such Retained Distributions will be subject any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable Exchange Agent for distribution to the Shares) until such timeCompany Stockholders, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution each Company Stockholder receiving its Pro Rata Share of such Retained Distributions to Participant as set forth in the immediately preceding sentenceIndemnity Escrow Shares (and any dividends, Participant shall be entitled to receive on the date of such distribution distributions or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedother income thereon).

Escrow. (a) The Unreleased Shares In the event any Buyer Indemnitee is entitled to indemnification for Buyer Indemnified Losses under Section 8.2(a) or Section 8.2(c), such Buyer Indemnitee shall seek payment first out of the Indemnity Escrow Funds, and such Buyer Indemnitee shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released entitled to seek payment directly from the Forfeiture Restriction as provided Seller for such Buyer Indemnified Losses only if the Indemnity Escrow Funds are reduced to zero, subject in Section 3.2all cases to the terms, or until such time as conditions and limitations of this Article VIII and the Escrow Agreement. Any Claim Notice delivered by a Buyer Indemnitee to the Seller in respect of indemnification under this Agreement is no longer which may involve payment out of the Indemnity Escrow Funds shall include, in effect. Participant shall not retain physical custody of addition to any certificates representing Unreleased Shares issued to Participant. Participant, other information required by acceptance of this Agreement, shall be deemed to appoint, and does so appointArticle VIII, the Company and each of its authorized representatives as ParticipantBuyer Indemnitee’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) good faith estimate to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on feasible (which the Stock is listed, the Company, or its designee, shall estimate will not be liable for any act it may do or omit to do with conclusive of the final amount of that Claim) of the amount of Indemnity Escrow Funds that should be reserved in respect to holding of such Buyer Indemnified Losses (the Shares in escrow and while acting in good faith and in the exercise of its judgment“Reserved Amount”). (b) The Company will retain custody Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Indemnity Escrow Funds, the Seller and the Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Buyer Indemnitee the lesser of (i) the amount of the Buyer Indemnified Losses in respect of such Claim and (ii) the balance of the Indemnity Escrow Funds. (c) On the date that is six months following the Closing Date (the “First Escrow Release Date”), the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller an amount equal to $3,281,250 less the sum of (i) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the First Release Date, if any, and (ii) the aggregate Reserved Amount as of the First Escrow Release Date in respect of all cash dividends and other distributions (“Retained Distributions”) unresolved Claims for indemnification properly made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject by the Buyer Indemnitees prior to the Forfeiture Restriction First Escrow Release Date, if any (provided that in the event the sum of (i) and (ii) is equal to or greater than $3,281,250, no funds shall be paid to the Seller on the First Escrow Release Date). (d) On the date that is twelve months following the Closing Date (the “Second Escrow Release Date”), the Escrow Agent under the Escrow Agreement shall, and the other terms Seller and conditions under this Agreement that are applicable the Buyer shall jointly instruct the Escrow Agent to, pay to the SharesSeller an amount equal to $6,562,500 less the sum of (i) until such timethe amount paid to the Seller on the First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the Second Release Date, if everany, and (iii) the aggregate Reserved Amount as of the Unreleased Shares with Second Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to which such Retained Distributions the Second Escrow Release Date, if any (provided that in the event the sum of (i), (ii) and (iii) is equal to or greater than $6,562,500, no funds shall have been madebe paid to the Seller on the Second Escrow Release Date). (e) On the Cut-Off Date, paid or declared the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall have become vested jointly instruct the Escrow Agent to, pay to the Seller, the excess of the balance then on deposit pursuant to the Grant Notice. Retained Distributions that were Escrow Agreement over the aggregate Reserved Amount in respect of all unresolved Claims for indemnification properly made or declared by the Buyer Indemnitees prior to the Cut-Off Date, if any. (f) Following the Cut-Off Date, from time to time, upon resolution of any Claim for indemnification made by the Buyer Indemnitees and the appropriate amount, if any, from the Indemnity Escrow Funds having been paid to the Buyer Indemnitees in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution respect of such Retained Distributions Claims, the Seller and the Buyer shall jointly instruct the Escrow Agent to Participant as set forth release to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in the immediately preceding sentence, Participant shall be entitled to receive on the date respect of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined all remaining unresolved Claims for indemnification properly made by the Committee, the aggregate fair value of which shall be equal Buyer Indemnitees prior to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedCut-Off Date, if any.

Escrow. (a) The Unreleased Shares issued under this Agreement shall be held by an escrow holder designated by the Company until such Unreleased Shares are forfeited as provided (the "Escrow Holder"), along with a stock assignment executed by the Purchaser in Section 3.1blank, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody expiration of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do 's options and right of first refusal with respect to holding the such Shares in escrow and while acting in good faith and in the exercise of its judgmentas set forth above. (b) The Company will retain custody Escrow Holder is hereby directed to permit transfer of all cash dividends and other distributions (“Retained Distributions”) made or declared the Shares only in accordance with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that or instructions signed by both parties. In the event further instructions are applicable to desired by the Shares) until such timeEscrow Holder, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant he shall be entitled to receive on rely upon directions executed by a majority of the date authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (c) If the Company or any assignee exercises its Repurchase Option or Right of First Refusal hereunder, the Escrow Holder, upon receipt of written notice of such distribution exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or release an amount Right of cash First Refusal have been exercised or the number of whole shares of Stock expire unexercised or a combination thereofportion of the Shares has been released from the provisions of Section 3 hereof, as determined by upon Purchaser's request the CommitteeEscrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, the aggregate fair value Purchaser shall have all the rights of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions a stockholder with respect to Unreleased such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the provisions of Section 3, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be forfeited in immediately subject to this escrow, deposited with the event such Unreleased Shares are forfeitedEscrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option or Right of First Refusal.

Escrow. (a) The Unreleased Shares Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be held by non-refundable to Purchaser, but shall be credited against the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Purchase Price at the Forfeiture Restriction as provided in Section 3.2, or until such time as Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is no longer terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in effectthe amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. Participant In all instances, Escrow Agent shall not retain physical custody release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) 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 herewith. The parties acknowledge that Escrow Agent is 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 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 certificates representing Unreleased Shares issued court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each consult with separate counsel of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares own choosing (if it deems such consultation advisable) and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may do or omit to do be instituted against it with respect to holding the Shares Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in escrow and while connection with this Agreement. Escrow Agent shall be fully protected in acting in good faith accordance with any written instructions given to it hereunder and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect believed by it to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined signed by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedproper parties.

Escrow. At or prior to the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (athe “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the Purchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) with the Escrow Agent to be held and disbursed by the Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms of Article VII hereof and the Escrow Agreement. The Unreleased Escrow Shares shall be held allocated among the Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to be deposited in the Escrow Account shall be issued in the name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to any indemnification claim after the first (1st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Company until such Unreleased Shares are forfeited INXB Representative under Article VII and the Purchaser Share Price as provided of the first day after the Expiration Date) shall remain in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or Escrow Account until such time as this Agreement such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued subject to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained DistributionsPending Claims, if any, paid on such forfeited Unreleased Shares) shall be disbursed to the Exchange Agent for distribution to the Company as may be required pursuant Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Plan or this Agreement, and Exchange Agent for distribution to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable Holders that have met the requirements for payment of the Merger Consideration in connection accordance with any such transfer. To Section 2.9 (or, to the extent allowable required by applicable law Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the applicable rules Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of each national securities exchange on which such ordinary income dividend. While the Stock is listedEscrow Shares are in the Escrow Account, the Company, or its designee, Company Holders shall not be liable for any act it may do or omit have the right to do vote with respect to holding the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares in escrow will appear as issued and while acting in good faith outstanding on the Purchaser’s balance sheet and in will be legally outstanding under the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared DGCL, except with respect to Unreleased any Escrow Shares (and such Retained Distributions will be subject that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the Forfeiture Restriction terms of this Agreement and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. At the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, with such Escrowed Consideration to be held in the Escrow Account as a source of funds for any amounts owing to any PEGC I Indemnitees under (and subject to the limitations in) Article X and Section 8.01(a). (a) The Unreleased Shares On the first (1st) anniversary of the Closing Date (the “Termination Date”), the Escrow Agent shall be deliver to PELP (for the benefit of the Contributors) all OP Units then held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and Escrow Agent in the exercise Escrow Account in excess of its judgment. the Statute of Limitations Escrow Amount and (b) The Company will retain custody 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 shall deliver to PELP (for the benefit of the Contributors) all cash dividends and other distributions (“Retained Distributions”) made OP Units then held by the Escrow Agent in the Escrow Account; provided, however, that if prior to the Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or declared with respect to Unreleased Shares (and such Retained Distributions will be a portion of the OP Units then remaining in the Escrow Account are subject to the Forfeiture Restriction and the other terms and conditions under claims for indemnification properly made in accordance with this Agreement that are applicable have not been finally determined as of such date (including any potential Third-Party Claim referred to the Shares) until in Section 10.05, whether or not such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have claim has actually been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in threatened against the immediately preceding sentenceIndemnified Party) (the “Outstanding Claims”), Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares OP Units delivered to PELP (for the benefit of Stock or a combination thereof, as determined by the Committee, Contributors) upon the aggregate fair value of which Termination Date shall be equal to the Fair Market Value 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, 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 certificate requesting the Escrow Agent to deliver such excess number of OP Units to PELP (for the benefit of the notional shares Contributors) and the Escrow Agent shall deliver to PELP (for the benefit of Stock to which the Contributors) such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedexcess number of OP Units.

Escrow. (a) The Unreleased Shares shall be held by Notwithstanding anything to the Company until such Unreleased Shares are forfeited as provided contrary contained in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided 1.2(a) or elsewhere in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, on the Closing Date: (i) an aggregate of $16,500,000 (the “General Escrow Amount”) shall be: (A) withheld from: (i) the “Gross Purchase Price” otherwise payable to the Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller General Escrow Amount”; and (ii) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in accordance with Schedule 1.2B in the column entitled “Cash Cancel Seller General Escrow Amount,”; and (B) paid or caused to be paid by Purchaser, in the amount of $239,549.38, and such General Escrow Amount shall be deemed deposited into an escrow account maintained with a financial institution in the United Kingdom (the “General Escrow Account”), to appoint, be held and does so appoint, distributed by the Company and each Escrow Agent in accordance with the terms of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer the Escrow Agreement; and (ii) an aggregate of forfeited Unreleased Shares the amount set forth on Schedule 1.2(b)(ii) (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesthe “Special Escrow Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the Company as may be required pursuant Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller Special Escrow Amount” and (B) the “Gross Purchase Price” otherwise payable to the Plan or this Agreement, and to execute such representations or other documents or assurances as Cash Cancel Sellers in accordance with the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange amounts set forth on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and Schedule 1.2B in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (column entitled “Retained Distributions”) made or declared with respect to Unreleased Shares (Cash Cancel Seller Special Escrow Amount,” and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares Special Escrow Amount deposited into an escrow account maintained with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth a financial institution in the immediately preceding sentenceUnited Kingdom (the “Special Escrow Account”), Participant shall to be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined held and distributed by the Committee, Escrow Agent in accordance with the aggregate fair value of which shall be equal to the Fair Market Value terms of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. (a) The Unreleased Shares shall be held by As the Company until such Unreleased Shares are forfeited as provided sole remedy for the indemnification obligations set forth in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance Article VII of this Agreement, shall 1,100,000 of the Holdco Shares to be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) issued to the Company as may be required Stockholders pursuant to the Plan or this AgreementTransaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and to execute such representations or other documents or assurances Continental, as escrow agent (“Escrow Agent”), substantially in the Company or such representatives deem necessary or advisable in connection with any such transferform of Exhibit A hereto (the “Escrow Agreement”). To On the extent allowable by applicable law and first anniversary of the applicable rules of each national securities exchange on which Closing Date (the Stock is listed“Basic Indemnity Escrow Termination Date”), the CompanyEscrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, or its designeeless any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall not be liable available for any act it may do or omit to do indemnification only with respect to holding Environmental Indemnification Claims (each as hereinafter defined). On the Shares second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in escrow satisfaction of an Environmental Indemnification Claim and while acting in good faith and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared same proportions as initially deposited in escrow. Any Escrow Shares held with respect to Unreleased Shares (any unresolved claim for indemnification and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, not applied as the Unreleased Shares indemnification with respect to which such Retained Distributions claim upon its resolution shall have been made, paid or declared shall have become vested be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release representations and distribution of such Retained Distributions to Participant as warranties set forth in Section 2.17 and (z) the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited matters referred in the event such Unreleased Shares are forfeitedSchedule 2.17.

Escrow. (a) The Unreleased number of shares of theglobe Common Stock delivered to the Sellers at or following the Effective Time pursuant to Section 2.5(c) or Section 5.19 shall be reduced on a pro rata basis by an aggregate number of shares equal to ten percent of the Issuable Shares (the "Escrowed Shares"). The Escrowed Shares shall be held by in escrow pursuant to an Escrow Agreement in the Company until such Unreleased form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from with the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, escrow agent (the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares"Escrow Agent") to the Company as may be required pursuant to the Plan or this terms of the Escrow Agreement. For such period of time that the Escrowed Shares are held in Escrow, and the Seller shall have all rights with respect to execute the voting of such representations or other documents or assurances as the Company or such representatives deem necessary or advisable shares in connection with any such transfer. To all matters coming before a vote of the extent allowable by applicable law and the applicable rules holders of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise shares of its judgmenttheglobe Common Stock. (b) The Company will retain custody Notwithstanding anything in this Article VIII to the contrary, any claim by a member of all cash dividends theglobe Indemnified Group for indemnification against any Seller shall first be satisfied by recourse to the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification shall be made by giving written notice in accordance with the terms of Section 8.5. In accordance with the terms of the Escrow Agreement, the Escrow Agent shall release to the member of theglobe Indemnified Group Escrowed Shares, as applicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and other distributions (“Retained Distributions”hold in treasury) made or declared cancel such released shares and, if the member of theglobe Indemnified Group with respect to Unreleased Shares such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and such Retained Distributions the Escrow Agreement, in view of the fact that successful claims for indemnification will be ultimately have the effect of reducing the number of shares issuable to the Sellers, David Rae shall act as the representative and attorney-in-fact (▇▇▇ "▇▇▇resentative") on behalf of himself and all of the other Sellers, subject to the Forfeiture Restriction provisions of Section 8.4(d). The Representative shall keep the Sellers reasonably informed of his decisions of a material nature. The Representative is authorized to take any action deemed by him appropriate or reasonably necessary to carry out the provisions of, and is authorized to act on behalf of, the Sellers for all purposes related to this Article VIII, including the acceptance of service of process upon the Sellers and the acceptance or compromise of claims for indemnification, and all decisions and actions of the Representative shall be binding and conclusive upon the Sellers and may be relied upon by theglobe Indemnified Parties and the Escrow Agent as the decision and action of all of the Sellers. (d) The Representative shall not be liable to any of the Sellers for any error of judgment, act done or omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other terms document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and conditions under shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any Person acting or purporting to act on behalf of any party to this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (aor such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall deliver to the Escrow Agent a number of shares of the Purchaser Common Stock (with each share valued at the Redemption Price) equal to three percent (3%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Section 1.15 and the Escrow Agreement. The Unreleased Shares Escrow Property shall be held allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Stockholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.Article I.

Escrow. (a) The Unreleased Shares shall be held by On or prior to the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appointClosing Date, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedStockholders’ Representative, the Company, or its designee, Parent and Branch Banking and Trust Company (the “Escrow Agent”) shall not be liable for any act it may do or omit to do with respect to holding enter into an escrow agreement in substantially the Shares in escrow and while acting in good faith and in form attached hereto as Exhibit D (the exercise of its judgment“Escrow Agreement”). (b) The Company will retain custody of all cash dividends and other distributions Parent shall withhold Seven Million Dollars ($7,000,000) (the “Retained DistributionsInitial Escrow Amount”) made from the Merger Consideration to be paid at Closing and deposit such amount into escrow pursuant to the terms of the Escrow Agreement. (c) Parent shall withhold an amount up to ten percent (10%) of any Initial Order Cash Consideration or declared with respect Performance Payment that may become payable (the “Additional Escrowed Funds”) and deposit such amounts in to Unreleased Shares escrow pursuant to the terms of the Escrow Agreement such that, when added to the Initial Escrow Amount, such amounts bring the total funds deposited into escrow to a total of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) (the “Escrow Amount”). (d) The Escrow Amount shall be deposited in an interest-bearing escrow account, pursuant to the terms of the Escrow Agreement. Pursuant to and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under of the Escrow Agreement, the Escrow Amount shall be held in escrow until receipt by the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided in the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be held in escrow until the date that is twelve (12) months after the Closing Date. (e) Notwithstanding any provisions of this Agreement that are applicable to the Sharescontrary, (i) the Parent shall be treated for income Tax purposes as the beneficial owner of the Escrow Amount and all earnings thereon until such time, if ever, time as the Unreleased Shares with respect to which any such Retained Distributions shall have been made, paid or declared shall have become vested funds are distributed pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of Stock such that upon release (a) the purchase price adjustments, if any, pursuant to Section 1.12 and distribution of such Retained Distributions to Participant as set forth in (b) the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value indemnity obligations of the notional shares of Stock Participating Holders pursuant to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedARTICLE IX.

Escrow. (a) The Unreleased Restricted Shares shall will be held by the Company or its authorized representatives until such Unreleased (i) they are forfeited, (ii) they become Vested Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as (iii) this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, Holder appoints the Company and each of its authorized representatives as Participant’s attorney(s)-inHolder’sattorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unreleased Restricted Shares (and Retained DistributionsDistributions (as defined below), if any, paid on such forfeited Unreleased Restricted Shares) to the Company as may be required pursuant to the Plan or this Agreement, Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the The Company, or its designeeauthorized representative, shall will not be liable for any good faith act it may do or omit to do omission with respect to the holding the Shares in escrow and while acting in good faith and in or transfer of the exercise of its judgmentRestricted Shares. (b) The Company will retain custody of all All cash dividends and other distributions made or declared with respect to Restricted Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Restricted Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to Unreleased Shares (and such the Restricted Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be subject to forfeited upon forfeiture of the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares Restricted Share with respect to which such the Retained Distributions shall have been made, were paid or declared shall have become vested pursuant declared. (c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the Grant Notice. restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal relating to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedRestricted Share.

Escrow. At the Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) The Unreleased Shares At the Effective Time, BOKF shall be held deposit the principal amount of $1,000,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by the Company until such Unreleased Shares are forfeited (ii) any Representation Allowed Escrow Claim (as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement hereafter defined) is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued referred to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances herein as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentRepresentation Escrow Funds". (b) The Company Representation Escrow Funds shall be invested in a certificate of deposit at the Bank maturing one year from date, at the rate and on the terms and conditions generally offered by Bank for certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at Bank at the rates and on terms and conditions generally offered by the Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will retain custody either be waived by Bank or borne by BOKF. (c) The representations, warranties, covenants and agreements of CNBT contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, arising from any breach by CNBT of any such representations, warranties, covenants, and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to CNBT on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all payments, if any, to be made in respect of any Losses shall be made solely from the Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all cash dividends Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, 2002, the Escrow Agent shall (i) on or before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim"), and the Escrow Agent shall distribute any remaining Escrow Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (f) The rights of the holders of the CNBT Common in the Representation Escrow and the Representation Escrow Funds shall not be assignable or transferable except by operation of law or by intestacy and will not be evidenced by any certificate or other distributions interest. (“Retained Distributions”g) made or declared The persons who are members of the Board of Directors of CNBT immediately prior to the Closing shall collectively serve as agents, acting by majority vote in the same manner as a board of directors acting under the TCBA, for the holders of the CNBT Common as of the Effective Time and shall have full authority to act for and on behalf thereof in the administration of the provisions of this Section (the "Agents"). The actions of the Agents shall be deemed actions taken by them as members of the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedRepresentation Escrow.

Escrow. (a) The Unreleased Shares At the Effective Time, the Escrow Amount shall be held delivered or caused to be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially the form attached as Exhibit D hereto, subject to any amendments to such form requested by the Company until Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to the Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as 7.8 and Article IX of this Agreement is no longer (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in effectthe case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. Participant shall not retain physical custody The terms and provisions of any certificates representing Unreleased Shares issued to Participant. Participantthe Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by acceptance the holders of Company Stock and, in the case of the Principal Stockholders, their execution and delivery of this Agreement, shall be deemed constitute approval by such holders, as to appointthe specific terms of the Merger, and does so appointthe irrevocable agreement of such holders to be bound by and comply with, the Company Escrow Agreement and each all of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer the arrangements and provisions of forfeited Unreleased Shares (and Retained Distributionsthis Agreement relating thereto, if anyincluding, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedwithout limitation, the Companydeposit of the Escrow Amount into escrow, or its designee, shall not be liable for any act it may do or omit to do the obligations with respect to holding Damages, the Shares indemnification obligations set forth in escrow Section 7.8 and while acting in good faith Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Stockholders’ Representative, as provided for herein and in the exercise Escrow Agreement. The release of its judgment. the Escrow Funds (bor any portion thereof) The Company will retain custody occur on the fifteen (15) month anniversary of all cash dividends the Closing, and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction terms hereof and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. (a) The Unreleased Shares Restricted Stockholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the shares of Restricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, as applicable, in the event of repurchase of such shares by the Company or the Employer pursuant to Section 2.1 or forfeiture of such shares pursuant to Section 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and the Restricted Stockholder attached hereto as provided in Section 3.1Exhibit B, until such Unreleased Shares are fully released from all of the Forfeiture Restriction as provided in Section 3.2, Restrictions expire or until such time as this Agreement is no longer in effectshall have been removed. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued As a further condition to Participant. Participant, by acceptance of the Company’s and the Employer’s obligations under this Agreement, shall be deemed to appoint, and does so appoint, the Company and each spouse of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsthe Restricted Stockholder, if any, paid on such forfeited Unreleased Shares) shall execute and deliver to the Company the Consent of Spouse attached hereto as may Exhibit C. Upon the lapse of the Restrictions on the Restricted Stock, the escrow agent shall promptly deliver to the Restricted Stockholder the certificate or certificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Any share certificates issued upon the exercise of Option Shares shall be held deposited with an escrow holder designated by the Company until such Unreleased Shares are forfeited Corporation (the “Escrow Holder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, said shares shall not be sold, pledged, or otherwise transferred so long as they remain subject to either or both of the Right of First Refusal and the Repurchase Option except as provided in Section 3.110 and Section 11, until respectively, and any transfer or purported transfer in violation thereof shall be null and void, except that Optionee may transfer the Option Shares to a Permitted Transferee, provided the Permitted Transferees agrees in writing to be bound by the Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Corporation, by written resolution adopted by its board of directors, may terminate the escrow and direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, as appropriate, provided, however, that the Escrow Holder shall not be required to deliver such Unreleased certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow shall nevertheless remain subject to the Repurchase Option, the Right of First Refusal, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Escrow Holder may resign at any time, provided that (i) its duties are undertaken by a successor escrow holder, or (ii) the certificate(s) representing the Option Shares are fully released deposited with any court of competent jurisdiction. Any bank doing business in California is deemed to be such a suitable successor, in which case there shall be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to its assuming the duties of escrow holder and the original escrow holder is authorized to execute as agent for each party an escrow agreement or instructions containing such additional terms. The Escrow Holder shall in no event be liable for damages to any party resulting from the Forfeiture Restriction as provided in Section 3.2exercise of its duties hereunder, or until such time for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as this Agreement is no longer in effectescrow holder hereunder except to the extent that a court of competent jurisdiction has made a final determination that they arose from the gross negligence or willful misconduct of the Escrow Holder. Participant Optionee and/or Permitted Transferees shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, have full voting rights and shall be deemed entitled to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsdividends, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentescrowed shares. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. 9.1 On the Completion Date, the Purchaser shall transfer that number of New OpenTV Shares (avalued at (Pounds)10.43 per share) which is equal to 15% of the Consideration payable on Completion on account of the Vendors in an amount equal to their proportionate Consideration to be registered in the name of, and be deposited with an escrow agent (the "Escrow Agent"), whose receipt shall be an absolute discharge therefor, such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by this Agreement and the Escrow Agreement. 9.2 Such Escrow Shares together with any cash paid pursuant to clause 9.1 shall constitute the "Escrow Fund". In the event that the Purchaser is entitled to recover any amount under this agreement for an Agreed Claim, pursuant to clause 10.7 or pursuant to clause 19.2, the Escrow Fund shall be used to satisfy the liabilities of the Vendors. 9.3 The Unreleased Shares Escrow Fund shall continue to be held by the Company Escrow Agent until its termination which shall happen upon the latest to occur of the following: 9.3.1 one year after the Completion Date; 9.3.2 the date of the exhaustion of the Escrow Fund as a consequence of transfers to the Purchaser as a result of Agreed Claims; and 9.3.3 where the Purchaser has made a Notified Claim during the period one year after the Completion Date, the date when there is a final determination of whether such Unreleased Shares are forfeited as provided claim becomes an Agreed Claim and such claims (to the extent that they, in Section 3.1fact, until such Unreleased Shares are become Agreed Claims) have been fully released from satisfied out of the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant Escrow Fund. 9.4 The Purchaser shall not retain physical custody unreasonably withhold its consent to the release of any certificates representing Unreleased some of the Escrow Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionscash in Pounds Sterling, if any, paid on after the expiry of the date one year after the Completion Date if, in the Purchaser's reasonable opinion, the remaining Escrow Shares or cash held after such forfeited Unreleased Shares) release are reasonably adequate to cover potential liabilities in relation to claims formerly notified. Any such Escrow Shares or cash released shall be dealt with pursuant to clause 9.5 as if they had been released upon a termination of the Escrow Fund. 9.5 Upon the Escrow Fund terminating, the Escrow Agent shall deliver to the Company as may be required Vendors all Escrow Shares and other property remaining in the Escrow Fund. Deliveries of Escrow Shares to Vendors pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law clause 9.5 and the applicable Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund. 9.6 All Notified Claims shall be resolved by mutual agreement amongst the parties within 90 days of notification, if possible, failing which by arbitration in accordance with the rules of each national securities exchange on which the Stock is listedLondon Court of International Arbitration, with the Companyseat of arbitration in London, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentEngland. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (ai) Notwithstanding the provisions of Section 2.6(a), as security for certain of the 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 Section 2.6(a), (i) an amount of cash equal to Fifteen Million Dollars ($15,000,000) (the “Indemnification Escrow Amount”), (ii) an amount of cash equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Adjustment Escrow Amount”), and (iii) an amount of cash equal to One Million Dollars ($1,000,000) (the “Identified Matters Escrow Amount”, and collectively with the Indemnification Escrow Amount, the 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 Unreleased Shares Escrow Amount shall be held released to the Parties according to the terms and conditions of an escrow agreement dated as of the Closing Date by and among the Escrow Agent, Parent and the Stockholder Representative on behalf of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, in a reasonable form mutually agreed upon in good faith by the Company until such Unreleased Shares are forfeited as provided in Section 3.1Escrow Agent, until such Unreleased Shares are fully released Parent and the Stockholder Representative (the “Escrow Agreement”). (ii) An amount equal to Five Million Dollars ($5,000,000) (the “Documentation Escrow Amount”) shall be allocated from the Forfeiture Restriction as provided Indemnification Escrow Amount to 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 Amount in Section 3.2respect of indemnification claims made pursuant to Article IX. (iii) Eighteen (18) months following the Closing Date, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody the then-remaining balance of any certificates representing Unreleased Shares issued to Participant. Participantthe Indemnification Escrow Amount, by acceptance of this Agreementless the Documentation Escrow Amount, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) released to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow Executing Option Holders and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be Non-Owner Participants, subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentenceEscrow Agreement. (iv) Thirty-six (36) months following the Closing Date, Participant 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. 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 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, and the Company shall pay the applicable recipient the amount to which he or she is entitled (less any applicable withholding taxes, which the Company shall remit to receive on the applicable Governmental Authority) as soon as practicable (but in no event later than the Company’s next payroll date after the date of such distribution the release from the Escrow Account or release an amount of cash or the number of whole shares of Stock or a combination thereofStockholder Representative Reserve, as determined by applicable) through the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedCompany’s payroll.

Escrow. (a) The Unreleased Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and the Restricted Shareholder attached hereto as provided in Section 3.1Exhibit B, until such Unreleased Shares are fully released from all of the Forfeiture Restriction as provided in Section 3.2, Restrictions expire or until such time as this Agreement is no longer in effectshall have been removed. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued [??As a further condition to Participant. Participant, by acceptance of the Company's and the Employer's obligations under this Agreement, shall be deemed to appoint, and does so appoint, the Company and each spouse of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsthe Restricted Shareholder, if any, paid on such forfeited Unreleased Shares) shall execute and deliver to the Company the Consent of Spouse attached hereto as may Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Shares From and after the Closing, any indemnification to which the Buyer Indemnified Parties are entitled under this Agreement shall be held satisfied first by the Company until recouping such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released Losses from the Forfeiture Restriction as provided Escrow Amount in Section 3.2, or until such time as accordance with the terms and conditions of this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued and the Escrow Agreement, and thereafter, subject to Participant. Participant, by acceptance the terms and conditions of this Agreement, shall be deemed the Buyer Indemnified Parties may proceed directly against Seller and/or the Members with respect to appointsuch Losses. Upon expiration of the period set forth in Section 7.1(iii), and does so appoint, assuming there are no indemnification obligations claimed by Buyers in good faith or the Company (the “Escrow Release Date”), Buyer and each the Seller Representative shall direct the Escrow Agent to release to the Seller Representative (on behalf of its authorized representatives as Participant’s attorney(s)-in-fact Seller, which amounts shall then be paid over to effect Seller by the Seller Representative) the then remaining balance of the Escrow Amount less the aggregate amount of all claims specified in any transfer then unresolved good faith claims for payment therefrom made by the Buyer pursuant to this Agreement. To the extent that on the Escrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of forfeited Unreleased Shares any unresolved claim for payment made by Buyer and, subsequent to such date, such claim is resolved, Buyer and the Seller Representative shall promptly direct the Escrow Agent to release (and Retained Distributionsi) to the Buyer that amount, if any, paid on due in respect of such forfeited Unreleased Sharesclaim as finally determined pursuant to this Agreement and (ii) to the Company as may be required Seller Representative (on behalf of Seller, which amounts shall then by paid over to Seller by the Seller Representative) an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim less the payments, if any, made pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclause (i).

Escrow. 2.3.1 Purchaser and Seller agree that $400,000 allocated among this and the two LLC Purchase Agreements of the Cash Consideration shall, on the Closing Date, be deposited in an interest-bearing escrow account (athe “Escrow Account”) with The Unreleased Shares Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or breach of warranty by Seller made to the Purchaser in Article III hereof, Purchaser becomes liable for and pays any monetary damages, awards, or settlements of claims, then the Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Account, to the Purchaser, the amount of any such damages, awards, or settlements (“Escrow Payment”). On the first day of the tenth month following the Closing Date, the Escrow Agent shall pay to the Seller the amount then on deposit in the Escrow Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be held submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the Company until such Unreleased Shares are forfeited as provided in Section 3.1two arbitrators selected by Purchaser and Seller, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, or until such time as this Agreement is no longer in effect. Participant Purchaser shall not retain physical custody have given Seller a written notice of any certificates representing Unreleased Shares issued third party claim or demand which may result in liability to ParticipantPurchaser pursuant to paragraph 2.2.2. Participanthereof (“Escrow Notice”) subject to Seller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is made by Purchaser, such sums paid shall qualify as an Escrow Payment and shall be paid by acceptance the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall be deemed either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to appointPurchaser, and does at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances long as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock Purchaser is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do jeopardized with respect to holding such defense. The Purchaser shall have the Shares right to cooperate in escrow and while acting the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the date of the applicable Escrow Notice of the Seller’s decision to either pay such claim or demand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, and the Purchaser is not jeopardized by such defense, the Purchaser shall not settle or compromise such claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the exercise Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made the Purchaser, settle or declared with respect to Unreleased Shares (and such Retained Distributions will be subject compromise any claim or consent to the Forfeiture Restriction entry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution all liability arising out of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclaim.

Escrow. Notwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (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 the Term B Loans shall otherwise be governed by the terms set out for such Term B Loans in this Agreement, mutatis mutandis. (iv) The Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Term B Loans upon any funding thereof into escrow. (v) Any upfront fees (or original issue discount) in respect of the Term B Loans shall apply as of the 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 thereof. (vi) The maturity date of the Term B Loans will be as set for in the proviso to the definition of Term B Loan Maturity Date, which for the avoidance of doubt, will be 7.5 years from the date of such funding into escrow, subject to the terms of this Agreement. (vii) Amortization payments on the Term B Loans set forth in Section 2.2.3(a) shall only apply upon the release of the Term B Loans from escrow. (viii) Substantially simultaneous with the satisfaction or waiver of the conditions set forth in Section 4.3, the Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of the Incremental Term Loans funded into escrow will not be required to be pre-funded (but for the avoidance of doubt the Term B Loans funded into escrow and interest, fees and other amounts owing in respect thereof shall constitute Obligations hereunder). (x) The call-protection set forth in Section 2.6.3 will apply from the date the Term B Loans are funded into escrow and not the Acquisition Closing Date. (xi) The proceeds of the Term B Loans will be placed into an escrow account or accounts pending release on the Acquisition Closing Date pursuant to an escrow agreement among the Company, the Administrative Agent and an escrow agent, in each case, in form and substance reasonably satisfactory to the 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 prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Unreleased Shares Administrative Agent will notify the Term B Lenders of such borrowing notice and each Term B Lender shall be held by required to make the Company until proceeds of their Term B Loans available to the Administrative Agent on such Unreleased Shares are forfeited Borrowing Date as provided set forth in Section 3.1, until such Unreleased Shares are fully released from 2.3. (xiv) Each Lender and Issuer consents to the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance terms of this AgreementSection 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, shall be deemed to appoint, and does so appointincluding Section 8.2, the Company and each the Administrative Agent may make any changes to the Loan Documents with only the consent of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares the Company and the Administrative Agent (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesno other Lender or Issuer) to ensure this Agreement adequately reflects the Company as may be required pursuant to nature of the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares Term B Loans while in escrow and while acting in good faith and in adequately reflects such Term B Loans after release from escrow on the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject Acquisition Closing Date, to the Forfeiture Restriction and extent such amendments or modifications (y) only relate to the Term B Facility or (x) are not materially adverse to the interests of the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereofLenders hereunder, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited Administrative Agent in the event such Unreleased Shares are forfeitedits sole discretion.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (athe “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Company, or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Unreleased Participant shall, upon the exercise of a vested portion of the Incentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2hereunder, or until such time as this Agreement is the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance escrow in accordance with the terms and conditions of this Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or any other person designated by the Company, as escrow agent, shall be deemed promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to appointthe Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and does so appointthe escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the Company and each of its authorized representatives escrow agent shall nevertheless retain such certificate or certificates as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as escrow agent may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Unvested Shares shall will be held by the Company or its authorized representatives until such Unreleased (i) they are forfeited, (ii) they become Vested Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as (iii) this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, Holder appoints the Company and each of its authorized representatives as ParticipantHolder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unreleased Unvested Shares (and Retained DistributionsDistributions (as defined below), if any, paid on such forfeited Unreleased Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement, Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the The Company, or its designeeauthorized representative, shall will not be liable for any good faith act it may do or omit to do omission with respect to the holding the Shares in escrow and while acting in good faith and in or transfer of the exercise of its judgmentRestricted Shares. (b) The Company will retain custody of all All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to Unreleased Shares (and such the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be subject to forfeited upon forfeiture of the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares Unvested Share with respect to which such the Retained Distributions shall have been made, were paid or declared shall have become vested pursuant declared. (c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the Grant Notice. restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal relating to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedRestricted Share.

Escrow. Within thirty (a30) The Unreleased Shares days after the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Buyer Representative (the "Escrow Agent"), shall be held execute and deliver an Escrow Agreement, in form and substance reasonably satisfactory to the Company and the Buyer Representative (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which any proceeds (the "Escrow Funds") received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), until such Unreleased Shares are fully released from will be deposited into an interest bearing account with the Forfeiture Restriction as provided in Section 3.2, or until Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as this Agreement is no longer defined in effect. Participant shall not retain physical custody the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of any certificates representing Unreleased Shares issued to Participant. Participantthe Common Stock exceeds $2.80 (as adjusted for stock splits, by acceptance of this Agreementstock dividends, shall be deemed to appointreverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and does so appointlong as no Event of Default (as defined in the Notes) has occurred or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default (the "Company Escrow Release Event"), the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact the Buyer Representative shall deliver to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as may be required pursuant defined below) (i) the Company shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Plan or this Agreement, and Escrow Agent joint written instructions to execute such representations or other documents or assurances as release to the Company or the then current balance of the Escrow Account. At such representatives deem necessary or advisable time as any Buyer elects an Escrow Funds Redemption (as defined in connection with any such transfer. To the extent allowable by applicable law Notes), the Company and the applicable rules Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of each national securities exchange on which the Stock is listedan Event of Default, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Buyer Representative shall be entitled to receive direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms of the Notes from the Escrow Funds (on a pro rata basis based on the date of such distribution or release an principal amount of cash or the number Notes then held by each of whole shares of Stock or a combination thereof, the Buyers). The Company shall maintain the Escrow Account for so long as determined by the Committeeany Notes remain outstanding. At such time as no Notes remain outstanding, the aggregate fair value of which Company and the Buyer Representative shall be equal deliver to the Fair Market Value of Escrow Agent joint written instructions to release to the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited Company the Escrow Amount then on deposit in the event such Unreleased Shares are forfeitedEscrow Account (the "Escrow Termination Date").

Escrow. (a) The Unreleased Shares parties to the Escrow Agreement shall be held by instruct the Company until such Unreleased Shares are forfeited as provided in Section 3.1Escrow Agent, until such Unreleased Shares are fully released from pursuant to the Forfeiture Restriction as provided in Section 3.2terms of the Escrow Agreement, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of to promptly pay any certificates representing Unreleased Shares issued amounts due and owing to Participant. Participant, by acceptance Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be deemed to appointthe sole and exclusive remedy of Purchaser and the other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement or any of the other Transaction Documents, and does so appointin no event shall the ESOP, the Option Holders or the SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and each to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of its authorized representatives as Participant’s attorney(s)-in-fact an amount equal to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsthe aggregate amount, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such Retained Distributions time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five (5) Business Days thereafter, the ESOP and Purchaser shall have been madeeach direct the Escrow Agent, paid or declared shall have become vested after disbursement to Purchaser Indemnitees of the applicable portion of the Escrow Funds, if any, pursuant to this Article X in connection with such resolution, to release to the Grant Notice. Retained Distributions that were made or declared ESOP and to the Company on behalf of, and to be paid to, the Options Holders and the SARs Holders, pro rata in cash will be deemed reinvested accordance with their respective Escrow Percentages, all remaining Escrow Funds in notional shares excess of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an remaining aggregate amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions Losses with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedunresolved indemnification claims.

Escrow. (a) Holder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. (b) To insure the availability for delivery of Holder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit B hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any promptly deliver to the Holder the certificate or certificates representing Unreleased such Shares issued in the escrow agent's possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Shares Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent and Buyer agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company until such Unreleased Shares are forfeited and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 3.16.11, until the maximum liability of the Company and the Stockholders collectively shall be limited to the Escrow Deposit and of any Stockholder shall be limited to such Unreleased Shares are fully released Stockholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody Escrow Deposit) and of any certificates representing Unreleased Shares issued Stockholder for the Excluded Obligations shall be limited to Participantsuch Stockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). Participant, by acceptance For purposes of this Agreement, shall be deemed a “Pro Rata Portion” of a Stockholder as to appoint, and does so appoint, the Company and each of its authorized representatives any Losses or as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which Escrow Deposit shall be equal to the Fair Market Value percentage of the notional shares of Stock Purchase Price to which such released Retained Distributions relateStockholder is entitled as set forth on Schedule 11.4. Any Retained Distributions To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to Unreleased Shares and in lieu of the shares of Parent Common Stock so sold, Parent shall be forfeited entitled to recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the event same proportion as such Unreleased Shares Cash Escrow and Stock Escrow bears to the total Escrow Deposit. Notwithstanding anything to the contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article XI until the aggregate Losses are forfeitedin excess of $25,000, at which point the Company and the Stockholders shall be liable for the full amount of all Losses including such amount.

Escrow. Upon the issuance of the Non-Escrow Shares in accordance with Section 1.4, the Purchaser shall withhold the Initial Escrow Shares and deliver such shares of Purchaser Common Stock to Wilmington Trust N.A., as escrow agent (athe “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Indemnified Parties under Article X. The Unreleased Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit C hereto (the “Escrow Agreement”). The Escrow Shares will be held by the Company Escrow Agent until the date that is 12 months after the Closing Date (the “Escrow Period”); provided, however, that in the event the Purchaser has made a claim under Article X prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the quotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, rounded up to the nearest whole share) until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are claim is fully released from and finally resolved. By virtue of the Forfeiture Restriction as provided in Section 3.2, or until such time as execution of this Agreement is no longer in effect. Participant shall not retain physical custody by a Stockholder, without any further act of any certificates representing Unreleased Shares issued to Participant. ParticipantStockholder, by acceptance of this Agreement, such Stockholder shall be deemed to appoint, have consented to and does so appoint, approved (i) the Company and each use of its authorized representatives the Escrow Shares as Participant’s attorney(s)-in-fact collateral to effect any transfer secure the rights of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Purchaser pursuant to Section 1.3(a) in the Plan or this manner set forth herein and in the Escrow Agreement, (ii) the use of the Escrow Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Agreement, and to execute such representations or other documents or assurances (iii) the appointment of the Stockholders’ Representative as the Company or such representatives deem necessary or advisable in connection with any such transfer. To representative under the extent allowable by applicable law and Escrow Agreement of the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions Stockholders under this Agreement that are applicable to the Shares) until such time, if ever, and as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release attorney-in-fact and distribution agent for and on behalf of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedStockholder.

Escrow. (a) At or prior to the Closing, Innovate, the Shareholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which Innovate shall deposit Preferred Stock Consideration in an amount comprising ten percent (10%) of the Merger Consideration otherwise deliverable to the Company Shareholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Escrow Account”) in accordance with the terms hereof and of the Escrow Agreement. The Unreleased Escrow Shares shall be held allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, and a source of payment of, the Innovate Indemnified Parties’ indemnity rights pursuant to Section 10. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Merger Consideration received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Shareholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentSection 1 hereof. (b) The Company will retain custody of all cash dividends and other distributions Escrow Shares shall no longer be subject to any indemnification claim after the date which is six (6) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased any indemnification claims made in accordance with Section 10 hereof prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by Innovate under Section 10) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Section 10. After the Expiration Date, any remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, if any, shall be disbursed by the Escrow Agent to the Company Shareholders, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and such Retained Distributions will be subject any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any remaining Escrow Shares remaining in the Escrow Account to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable Exchange Agent for distribution to the Shares) until such timeCompany Shareholders, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution each Company Shareholder receiving its Pro Rata Share of such Retained Distributions to Participant as set forth in the immediately preceding sentenceEscrow Shares (and any dividends, Participant shall be entitled to receive on the date of such distribution distributions or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedother income thereon).

Escrow. (a) The Unreleased Shares In order to satisfy and to establish a procedure for the satisfaction of claims by Buyer or its related Indemnified Parties for indemnification, Buyer, the Representative, and JPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”) shall enter into an agreement, attached hereto as Exhibit G (the “Escrow Agreement”), on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a fund to be held managed by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Escrow Agent and to be used to satisfy the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, Company’s and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained DistributionsStockholders indemnification obligations, if any, paid any set forth in this Article VIII (the “Escrow Fund”). Each Stockholder’s Pro Rata Portion of the Escrow Amount shall be set forth on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this AgreementCertified Capitalization Table, and to execute the aggregate Purchase Price received by each such representations or other documents or assurances as the Company or Stockholder shall be reduced by such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentamount. (b) The Company will retain custody Escrow Fund shall be retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, the first Business Day immediately following such date), (such period referred to herein as the “Escrow Period”), the Escrow Agent shall pay to each Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all cash dividends and other distributions amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, minus (“Retained Distributions”ii) made or declared with respect the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to Unreleased Shares the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the SharesEscrow Fund shall remain in existence) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall claims have been maderesolved (the “Escrow Disbursement”); provided, paid or declared shall have become vested however, that to the extent it is subsequently determined in accordance with Article VIII that the Buyer is not entitled to retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the Grant NoticeBuyer is not entitled to retain any other amounts subtracted pursuant to this Section, the Escrow Agent shall promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. Retained Distributions that were made As soon as any such claims have been resolved (such resolution to be evidenced by the written agreement of the Indemnified Parties and the Indemnifying Parties or declared in cash will be deemed reinvested in notional shares the written decision of Stock such that upon release the arbitrators as described below), and distribution within five (5) Business Days thereafter, the Escrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of such Retained Distributions the Escrow Fund not required to Participant as set forth in satisfy any remaining claims. Interests accrued on the immediately preceding sentence, Participant principal shall be entitled paid and allocated entirely to receive on Novacap. In the date event of such distribution or release an amount a conflict between the provisions of cash or this Article VIII and the number provisions of whole shares of Stock or a combination thereof, as determined by the CommitteeEscrow Agreement, the aggregate fair value of which shall be equal to the Fair Market Value provisions of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares Escrow Agreement shall be forfeited in the event such Unreleased Shares are forfeitedprevail.

Escrow. 12.1 The Escrow Amount together with the Additional Escrow Amount, from time to time, together with all interest earned thereon, shall be deposited and held in the Escrow Account and paid out in accordance with the provisions of this Clause 12 and the Escrow Agreement by way of security against any liability of the Ordinary Shareholder to pay any amounts to the Purchaser in respect of (i) any claims under this Agreement (including any Claims); (ii) any claims made under the Tax Deed; (iii) any claims made by Digital Realty (UK) Limited under the Consultancy Agreement; and/or (iv) any adjustments to be made pursuant to Clause 8 (“Other Claims”). All interest earned on principal in the Escrow Account (less Tax if applicable) shall follow that part of the principal on which it is earned and shall be paid out at the same time. 12.2 The monies in the Escrow Account shall be released by the Escrow Agent as follows: (a) The Unreleased Shares on the date which is 9 (nine) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be held paid to the Ordinary Shareholder out of the Escrow Account, the sum of £20,000 (amount in words) retained with respect to any Income and Outgoings to be prorated in accordance with Clause 8 less the aggregate of: (i) the amount of any adjustments to be made pursuant to Clause 8 due to the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any outstanding claims made by the Company until Purchaser under Clause 8 prior to that date but not agreed or determined; (b) any monies agreed to be paid or released or which have been determined by an Expert to be released pursuant to Clause 8; (c) if the ▇▇▇▇▇ Guarantees have been released within the period of 36 (thirty six) months following the Completion Date (or if such Unreleased Shares are forfeited as provided in Section 3.1date is not a Business Day, until the next Business Day following such Unreleased Shares are fully released from date), there shall be paid to the Forfeiture Restriction as provided in Section 3.2Ordinary Shareholder out of the Escrow Account, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody the balance of all monies then to the credit of the Escrow Account less the aggregate of: (i) the amount of any certificates representing Unreleased Shares issued Claims and/or Other Claims by the Purchaser agreed or determined prior to Participant. Participantthat date for which the Ordinary Shareholder is liable and not duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any outstanding Claims and/or Other Claims made by the Purchaser prior to that date but not agreed or determined or lapsed; (d) after the period of 36 (thirty six) months following the Completion Date and until the date upon which the ▇▇▇▇▇ Guarantees have been released and/or extinguished there shall be paid to the Ordinary Shareholder out of the Escrow Account, the ▇▇▇▇▇ Rental Surplus less the aggregate of: (i) the amount of any Claims and/or Other Claims by the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any outstanding Claims and/or Other Claims made by the Purchaser prior to that date but not agreed or determined or lapsed; (e) from time to time thereafter, there shall forthwith be paid to the Ordinary Shareholder out of the monies remaining in the Escrow Account, the amount, if any, by acceptance which the amount of this Agreementthose monies remaining in the Escrow Account, shall from time to time exceed the aggregate of: (i) the amount of any Claims and/or Other Claims made by the Purchaser agreed or determined prior to that date and not duly paid to the Purchaser; and (ii) the amount of any outstanding Claims and/or Other Claims by the Purchaser made prior to that date but not agreed or determined or lapsed; and (f) in accordance with Clauses 12.5(a), 12.5(b), 12.5(c) and 12.5(g). All monies paid to the Purchaser out of the Escrow Account shall be deemed to appoint, the extent so paid to satisfy the Claim(s) and/or Other Claims in respect of which such monies are paid out. 12.3 References in this Clause 12 to a Claim or Other Claims being agreed or determined or lapsed shall be: (a) to an agreement evidenced by joint written instructions signed on behalf of both the Ordinary Shareholder and does so appoint, the Company and each Purchaser stating: (i) the agreed amount of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares such Claim and/or Other Claims (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on either for which the Stock Ordinary Shareholder is listed, liable and/or (if any) the Company, agreed amount of such Claim and/or Other Claims for which the Ordinary Shareholder is not liable and/or (if any) the amount of such Claim and/or Other Claims still in dispute; or its designee, shall not be liable for any act it may do or omit to do with respect to holding (ii) that the Shares in escrow and while acting in good faith and in the exercise of its judgment.relevant Claim and/or Other Claims has lapsed; (b) The Company will retain custody to a determination of all cash dividends the Expert in accordance with the provisions of Clause 8 indicating on its face the amount of such Other Claim for which the Ordinary Shareholder is or is not liable; or (c) to a determination of the courts of England evidenced by an amount indicating on its face: (i) the amount of such Claim and/or Other Claims for which the Ordinary Shareholder is or is not liable; or (ii) that the relevant Claim and/or Other Claims has lapsed. 12.4 Each Claim or Other Claim, in order to be recognised as being validly made, must be made in writing, shall give such reasonable details of the Claim or Other Claim as may be available at that time (to include an estimate of a monetary amount of such Claim or Other Claim which shall be a fair, reasonable and other distributions (“Retained Distributions”bona fide estimate of the level of such Claim or Other Claim) made or declared with respect to Unreleased Shares (and such Retained Distributions will shall be subject delivered to the Forfeiture Restriction Ordinary Shareholder in accordance with paragraph 2 of Schedule 5 (Sellers’ Limitations on Liability) and Clause 33. 12.5 The Purchaser and the other terms Ordinary Shareholder shall instruct the Escrow Agent that it is hereby irrevocably instructed by the Ordinary Shareholder and conditions under this Agreement that are applicable the Purchaser to sign money transfer orders on the Escrow Account for the release of principal monies as follows: (a) upon the receipt by the Escrow Agent of joint written instructions pursuant to Clause 12.3(a), to the SharesPurchaser in respect of the amount (if any) until of an agreed Claim and/or Other Claim; (b) upon the receipt by the Escrow Agent of (i) a determination pursuant to Clause 12.3(b); and/or (ii) an award or order pursuant to Clause 12.3(c), to the Purchaser in respect of the amount (if any) of the Claim and/or Other Claims for which the Ordinary Shareholder is liable; (c) on the date which is 9 (nine) months following the Completion Date (or if such timedate is not a Business Day, the next Business Day following such date), to the Ordinary Shareholder in respect of the amount referred to in Clause 12.2(a); (d) on the date which is 36 (thirty six) months following the Completion Date (or if eversuch date is not a Business Day, the next Business Day following such date), to the Ordinary Shareholder in respect of the amount referred to in Clause 12.2(c); (e) annually thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(d) (or in any such case the amount of the principal remaining in the Escrow Account if a lesser sum); (f) from time to time thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(e) (or in any such case the amount of the principal remaining in the Escrow Account if a lesser sum); and (g) on the dates referenced in Clauses 12.2 to the Ordinary Shareholder in respect of any interest (less any Tax if applicable) in accordance with Clause 12.6, and in making the payments to be made pursuant to this Clause 12 the Escrow Agent shall rely on (as the Unreleased Shares with respect case may be): (i) the specified or estimated amounts of Claims and/or Other Claims which the Purchaser notifies to which such Retained Distributions shall the Escrow Agent have been made, paid or declared shall have become vested validly notified to the Ordinary Shareholder pursuant to the Grant Notice. Retained Distributions that were made provisions of this Agreement; (ii) any joint written instructions referred to in Clause 12.3(a) which are received by the Escrow Agent; (iii) any determination referred to in Clause 12.3(b) which is received by the Escrow Agent; (iv) any order or declared award referred to in cash will be deemed reinvested in notional shares of Stock such that upon release Clause 12.3(c) which is received by the Escrow Agent; and distribution of such Retained Distributions to Participant as set forth (iv) amounts previously paid from the Escrow Account, but not any other matters. 12.6 All interest earned on principal in the immediately preceding sentence, Participant Escrow Account (less Tax if applicable) shall be entitled payable to receive the Ordinary Shareholder and shall be paid to the Ordinary Shareholder on the dates referred to at Clauses 12.2(a), 12.2(b) and 12.2(d). 12.7 Any payment to be made in accordance with this Clause 12 to the Ordinary Shareholder shall be made by electronic transfer to GM’s Designated Account. Any payment to be made in accordance with this Clause 12 to the Purchaser shall be paid by electronic transfer to an account notified by the Purchaser to the Escrow Agent in writing at least two (2) Business Days before the date of such distribution payment. 12.8 The payment by the Escrow Agent of all or release an amount any part of cash the Escrow Amount and/or the Additional Escrow Amount to the Ordinary Shareholder or the number of whole shares of Stock or a combination thereofPurchaser, as determined appropriate, shall constitute a good discharge by the Committee, Escrow Agent in respect of each such payment and the aggregate fair value Escrow Agent shall not be concerned to see to the application of which each such payment. The fees and expenses of the Escrow Agent shall be equal to borne equally as between the Fair Market Value of Purchaser (on the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in one hand) and the event such Unreleased Shares are forfeitedOrdinary Shareholder (on the other hand).

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (athe “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Company, or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Unreleased Participant shall, upon the exercise of a vested portion of the Nonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2hereunder, or until such time as this Agreement is the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance escrow in accordance with the terms and conditions of this Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or any other person designated by the Company, as escrow agent, shall be deemed promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to appointthe Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and does so appointthe escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the Company and each of its authorized representatives escrow agent shall nevertheless retain such certificate or certificates as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as escrow agent may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (aBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) hereof, at the Closing, Buyer will keep and retain the Escrow Shares without any act of the Seller. The Unreleased Escrow Shares shall be held available to compensate the Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Shares shall be the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released sole source of indemnification from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued Seller pursuant to Participant. Participant, by acceptance of this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a claim for indemnification, each Escrow Share shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) have a value equal to the Company average closing price per share of Buyer Common Stock on the Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of payment for such indemnification claim. Notwithstanding the foregoing, any claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as may a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be required pursuant satisfied, at the option of the Buyer (in its sole discretion) in either cash or Escrow Shares in an amount up to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transferPurchase Price. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedthat Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the Companyamount in cash of the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, or its designee, shall not be liable to the extent that Buyer is entitled to satisfaction for any act it may do or omit to do with respect to holding claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution before requiring satisfaction of such Retained Distributions to Participant as set forth claims in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedcash.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (hereinafter referred to as the “Escrow Fund”), out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, indemnify and hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) The Unreleased Shares any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such written notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the claim out of the Escrow Fund subject to a final determination by the arbitrator. Notwithstanding a possible dispute between the Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the detriment of the Buyer, the Buyer and its counsel shall have the right to participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be held by paid out of the Company until such Unreleased Shares are forfeited as provided in Section 3.1Escrow Fund. Similarly, until such Unreleased Shares are fully released from if notice is given and the Forfeiture Restriction as provided in Section 3.2Seller fails to promptly (for purposes herein, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, “promptly” shall be deemed to appoint, and does so appointbe within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the Company claim may be defended, comprised or settled by Buyer without the Seller’s consent and each any expense incurred in defending the claim or any compromise or settlement made shall be paid out of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) the Escrow Fund up to the Company amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as may be required pursuant to the Plan any expenses, costs or this Agreement, otherwise and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, indemnification claim shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject limited to the Forfeiture Restriction and amount of the other terms and conditions under Escrow Fund. Notwithstanding any provision of this Agreement that are applicable Section 1 (C) to the Sharescontrary: (a) until the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such time, if ever, as claim is for injunctive or other equitable relief with the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution expense of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value defense being paid out of the notional shares Escrow Fund. Seller cannot settle a matter other than for dollar damages without the consent of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedBuyer.

Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Shares as to which a Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted Stock, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The Unreleased share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and Purchaser attached as provided in Section 3.1Exhibit A hereto, until the first to occur of (i) the Company’s exercise of its Repurchase Option with respect to any such Unreleased Shares, (ii) the date on which such Shares are fully released from the Forfeiture Restriction as provided in Section 3.2cease to be Unvested Shares, or until such time as (iii) this Agreement is no longer ceasing to be in effect. Participant Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall not retain physical custody of any deliver to Purchaser the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. ParticipantPurchaser, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does that the escrow agent shall nevertheless retain such certificate or certificates if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. At the Closing, U.S. Buyer shall deposit or cause to be deposited an amount equal to the Escrow Amount in an escrow account mutually established by the Parties at Deutsche Bank (athe “Escrow Agent”). Such escrow account will be established pursuant to an escrow agreement in a form reasonably agreed to by the Parties (the “Escrow Agreement”) The Unreleased Shares with the costs thereof to be borne one-half by Seller and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the right of Seller to the Escrow Fund shall be held by treated as deferred purchase price eligible for installment sale treatment under Section 453 of the Company until such Unreleased Shares are forfeited Internal Revenue Code of 1986, as provided in Section 3.1amended (the “Code”) and any corresponding provision of foreign, until such Unreleased Shares are fully released state or local law, as appropriate; (ii) Buyers shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the Forfeiture Restriction as provided in Section 3.2investment and reinvestment of the Escrow Amount, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreementportion thereof, shall be deemed allocable to appointBuyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) if and to the extent any amount of the Escrow Fund is actually distributed to Seller, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid interest may be imputed on such forfeited Unreleased Sharesamount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions Seller under this Agreement that are applicable exceed an amount to be designated by Seller prior to the SharesClosing. Clause (iv) until such time, if ever, as of the Unreleased Shares with respect preceding sentence is intended to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant ensure that the right of Seller to the Grant NoticeEscrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in All parties hereto shall file all Tax Returns consistently with the immediately preceding sentence, Participant foregoing. Buyers shall be entitled to receive on quarterly distributions from the date of such distribution or release Escrow Fund in an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value 40% of the notional shares of Stock interest and earnings which are allocable to which such released Retained Distributions relate. Any Retained Distributions with respect Buyers pursuant to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclause (ii) above.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and an escrow agent mutually acceptable to the Company and the Purchaser, acting reasonably (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent four percent (4%) of the Merger Consideration Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the Escrow Agreement. The Unreleased Shares Escrow Property shall be held allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as a security for, and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to Article VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of Merger Consideration Shares received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Shareholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentArticle I hereof. (b) The Company will retain custody of all cash dividends and other distributions Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is eighteen (18) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased Shares (and such Retained Distributions will be subject any indemnification claims made in accordance with Article VI hereof on or prior to the Forfeiture Restriction Expiration Date (including those at are revised or adjusted in accordance with Article VI after the Expiration Date) that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the other terms and conditions under this Agreement that are applicable to Purchaser Share Price as of the SharesExpiration Date) shall remain in the Escrow Account until such time, if ever, time as the Unreleased Shares with respect to which such Retained Distributions Pending Claim shall have been made, paid or declared shall have become vested finally resolved pursuant to the Grant Noticeprovisions of Article VI. Retained Distributions After the Expiration Date, any Escrow Property remaining in the Escrow Account that were made is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or declared the Purchaser in cash will be deemed reinvested in notional shares of Stock accordance with Section 1.9, with each such that upon release and distribution Company Shareholder receiving its Pro Rate Share of such Retained Distributions to Participant as set forth Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any Escrow Property remaining in the immediately preceding sentenceEscrow Account to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, Participant shall be entitled to receive on the date with each such Company Shareholder receiving its Pro Rata Share of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Property.

Escrow. (a) Not later than the Closing Date, the Seller shall establish an account (the "Escrow Account") with an independent financial institution willing to serve as escrow agent (the "Escrow Agent"). Save with respect to any claims pursuant to Section 4.1, such account shall serve as Purchaser's sole recourse following the Closing Date with respect to all claims under or relating to this Agreement or the transactions contemplated hereby. At the Closing Date, Purchaser shall deliver the Escrow Amount in cash to the Escrow Agent for deposit into the Escrow Account. The Unreleased Shares terms of the Escrow Account shall be held governed by an Escrow Agreement in the Company until form of Annex 7.1 with such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company amendments as may be required pursuant reasonably acceptable to Purchaser and the Plan or this AgreementSeller, and to execute such representations or other documents or assurances amendments as the Company or such representatives deem necessary or advisable in connection with any such transfer. To Escrow Agent shall require and are reasonably agreed by the extent allowable by applicable law Seller and Purchaser (the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment"Escrow Agreement"). (b) The Company will retain custody From and after the Closing Date, the Purchaser shall not be entitled to pursue or seek any recoveries relating to the transaction or in respect of all cash dividends and other distributions claims pursuant to this Agreement (“Retained Distributions”) made or declared save with respect to Unreleased Shares (any claims pursuant to Section 4.1) from any source other than the Escrow Account and such Retained Distributions will be subject to under no circumstances shall Purchaser pursue or seek any recoveries, individually or in the Forfeiture Restriction and aggregate, in excess of the other terms and conditions under this Agreement that are applicable to Escrow Amount or following the Shares) until such time90th calendar day following the Closing Date; and, if ever, as the Unreleased Shares save with respect to any claims pursuant to Section 4.1, the Purchaser hereby expressly and irrevocably waives any right to do so; provided, for the avoidance of doubt, any claims pursuant to Section 4.1 shall first be paid from the Escrow Account. The Purchaser and the Seller each hereby agree that, upon a determination by the Expert that the Purchaser is entitled to a payment of funds which are to be paid out of the Escrow Amount, the Escrow Agent shall release such Retained Distributions amount to the Purchaser in the manner contemplated in the Escrow Agreement within two (2) Business Days following such determination. For the avoidance of doubt, following the release of any amounts owed to Purchaser from the Escrow Account, Purchaser shall have been made, paid or declared shall have become vested pursuant no rights to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth any funds remaining in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution Escrow Account thereafter or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited any Claims giving rise to the release of funds to the Purchaser from the Escrow Account. The Purchaser acknowledges that Seller plans to liquidate, dissolve and distribute all assets (including the Purchase Price) promptly upon Closing and, in the event such Unreleased Shares are forfeitedabsence of any claims pursuant to Section 4.1, agrees to take no action that would impair, impede or delay the foregoing.

Escrow. (ai) The Unreleased For purposes of facilitating the enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the form attached to this Agreement as Exhibit A executed by Buyer, in blank, to the Secretary of Seller, or the Secretary’s designee (as applicable, the “Escrow Agent”) to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 4.4 above shall immediately be deposited with Escrow Agent to be held in escrow. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to Buyer and shall not be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1escrow. The shares of Restricted Stock, until such Unreleased Shares are fully together with any other assets or securities held in escrow hereunder, shall be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Forfeiture Restriction Repurchase Right. The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Buyer agrees that if the Escrow Agent resigns as provided in Section 3.2escrow holder for any or no reason, or until the Board of Directors of Seller shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to Buyer upon request promptly after such time as this Agreement is no longer in effect. Participant release. (ii) Buyer shall not retain physical custody be entitled to transfer any shares of Restricted Stock without the prior written consent of Seller. If any certificates representing Unreleased Shares issued transfer is made or attempted contrary to Participant. Participant, by acceptance the provisions of this Agreement, such purported transfer shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentvoid ab initio. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company until such Unreleased or its designee, as escrow agent (the “Escrow Agent”). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Participant, upon request, those Shares which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited as provided in pursuant to Section 3.12(c) or withheld by the Company pursuant to Section 9, until such Unreleased the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares are fully released from or Shares to be withheld. The Participant and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of those Shares and stock powers for the Plan Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Participant, the Escrow Agent shall promptly deliver such Shares to the Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and such Retained Distributions will disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be subject borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Forfeiture Restriction and vesting of such Shares pursuant to Section 2 hereof. As a condition to the other terms and conditions under receipt of this Agreement that are applicable Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) until days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such time, if ever, other legends as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested Company deems advisable pursuant to Section 6 below. If the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions Shares are issued to the Participant as set forth in electronically rather than by a stock certificate, the immediately preceding sentence, Participant legend described above shall be entitled removed, but may bear such other legends as the Company deems advisable pursuant to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedSection 6 below.

Escrow. As of the Closing, Buyer shall deposit in escrow cash in the amount of $[**] (a) The Unreleased Shares shall the “Escrow Amount”), to be held by to fund in part the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from indemnification obligations of the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance Stockholders and Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be deemed entitled to appointrecover such amounts out of the Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the Representative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with ▇▇▇▇▇ Fargo Bank, and does so appoint, National Association (the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares“Escrow Agent”) to govern the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to of the Shares) until such time, if ever, as release of the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant NoticeEscrow Amount. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as As more fully set forth in the immediately preceding sentenceEscrow Agreement, Participant [**] of the Escrow Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Escrow Amount prior to such date, shall be entitled released to receive the Representative (on behalf of the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the remaining Escrow Amount, including any interest earned thereon from the Closing Date, less (x) the amount of any claims made by Buyer in good faith against the Escrow Amount that are pending as of such distribution or release an amount of cash or date, and (y) and amounts paid to Buyer from the number of whole shares of Stock or a combination thereofEscrow Amount prior to such date, as determined by the Committee, the aggregate fair value of which shall be equal released to the Fair Market Value Representative (on behalf of the notional shares of Stock to Stockholders and Optionholders) on the date which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in is [**] following the event such Unreleased Shares are forfeitedClosing Date.

Escrow. (a) At the Closing, Buyer will deposit the Escrow Amount, without any act of Seller, with the Escrow Agent, such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. The Unreleased Shares Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, the Escrow Cash shall be held invested by the Company until such Unreleased Shares are forfeited Escrow Agent in a U.S. Bank, National Association, money market deposit account, as provided more fully described on Exhibit L hereto. Any interest, earnings and income (including dividends and other distributions in Section 3.1, until such Unreleased Shares are fully released from respect of the Forfeiture Restriction as provided Escrow Shares) that accrue on the Escrow Amount during the period of time during which the Escrow Amount is held in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, the Escrow Fund shall be deemed to appointbe part of the Escrow Fund; provided, however, that Buyer shall be required to report and pay the Taxes due on such interest, earnings and income, unless, and does so appointuntil, the Company and each Escrow Fund (or any portion thereof) is paid or released to Seller in accordance with the terms of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement. The Escrow Shares shall be appropriately adjusted for stock splits, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law recapitalizations, combinations and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentlike consummated by Buyer. (b) The Company Subject to the following requirements, the Escrow Fund shall remain in existence through and until that date that is 365 days following the Closing Date (the “Escrow Period”). Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all Escrow Cash and/or Escrow Shares remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount of Escrow Cash and Escrow Shares equal, in the aggregate, to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 9.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of Buyer and the Indemnifying Parties or the written decision of the arbitrators as described below), and within two (2) business days thereafter, the Escrow Agent shall deliver to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will retain custody incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of all cash dividends and other distributions the Indemnified Party (a “Retained DistributionsDamages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Agent shall remit to the Indemnified Party an amount of Escrow Cash and a number of Escrow Shares that in the aggregate are equal to the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount (it being agreed that (i) such remittance shall first be paid out of available Escrow Cash before Escrow Shares are used and (ii) the Escrow Shares shall be valued at a per share amount equal to the closing price of Parent Common Stock as reported on the New York Stock Exchange on (A) if no Objection Certificate shall be delivered, the last day of the twenty (20) day period referred to in this Section 9.4(d), (B) if an Objection Notice is delivered and the parties resolve such objection pursuant to Section 9.4(e) within the fifteen (15) day period referred to in Section 9.4(e), the last day of such fifteen (15) day period or declared (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to Unreleased Shares (and each of such Retained Distributions will be claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Forfeiture Restriction Objection Certificate, then a letter setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the other terms and conditions under this Agreement that are applicable Escrow Fund, shall be furnished to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant NoticeEscrow Agent. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant The Escrow Agent shall be entitled to receive rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the date Indemnifying Parties or the Indemnified Parties may make a written demand for arbitration of the matter no later than 30 days after the expiration of such distribution or release an 15-day period unless the amount of cash the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the number matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of whole shares any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of Stock the arbitrator or a combination thereofmajority of the three arbitrators, as determined the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the Committee, arbitrator(s). (f) Judgment upon any award rendered by the aggregate fair value of which arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be equal to held in Austin, Texas, under the Fair Market Value rules then in effect of the notional shares American Arbitration Association. The payment of Stock all fees and expenses of the parties to which any such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be forfeited payable in the event such Unreleased Shares are forfeitedaccordance with Section 11.10.

Escrow. (a) Holder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. (b) To insure the availability for delivery of Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to this Agreement in the form attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any deliver to the Holder, upon request, the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) Upon the issuance of the Non-Escrow Shares in accordance with Section 1.10, Parent shall withhold the Escrow Shares and deliver such shares of Parent Common Stock to Wilmington Trust N.A., as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under this Agreement, including Section 9 (the “Escrow Fund”). The Unreleased Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit G attached hereto (the “Escrow Agreement”). The Indemnity Escrow Shares will be held by the Company Escrow Agent until the date that is six (6) months after the Closing Date (the “Escrow Period”); provided, however, that in the event any Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue and the Escrow Agent will continue to hold such number of Indemnity Escrow Shares in escrow as is equal to the quotient obtained by dividing (i) any claimed amounts by (ii) the Parent Stock Price, rounded up to the nearest whole share until such Unreleased claim is fully and finally resolved. The PPP Escrow Shares are forfeited as provided in Section 3.1, will be held by the Escrow Agent until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until earlier of such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, that the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares PPP Lender (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesi) delivers written notice to the Company as may be required pursuant or Parent confirming the forgiveness and termination of the PPP Loan, or (ii) delivers written notice to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To Parent confirming its obligation to repay the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentPPP Loan. (b) The Company will retain custody Upon the release of all cash dividends and other distributions (“Retained Distributions”) made Escrow Shares by the Escrow Agent, Parent shall promptly deliver, or declared with respect cause to Unreleased Shares (and such Retained Distributions will be subject delivered, to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable Stockholders’ Representative (for distribution to the Stockholders) stock certificates representing the Escrow Shares) until , in the name of each Stockholder, in each case for such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional number of shares of Parent Common Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value sum of (i) the notional product obtained by multiplying (A) the Per Share Stock Preference by (B) the Escrow Share Percentage and by (C) such Stockholder’s number of shares of Company Preferred Stock, and (ii) the product obtained by multiplying (A) the Per Share Stock to which Participation by (B) the Escrow Share Percentage and by (C) such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedStockholder’s number of shares of Company Common Stock.

Escrow. (a) 12.1. The Unreleased Shares parties hereto have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. The ▇▇▇▇▇▇▇ Money shall be held by the Company Escrow Agent until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2earlier of (y) the Closing, or until (z) such time as Seller or Purchaser may be entitled to the ▇▇▇▇▇▇▇ Money in accordance with this Agreement, at which time the Escrow Agent shall remit the ▇▇▇▇▇▇▇ Money to the party entitled thereto in accordance with this Agreement. 12.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the Escrow Agent in an interest bearing account with First-Citizens Bank and Trust Company of South Carolina. 12.3. The ▇▇▇▇▇▇▇ Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Escrow Agent shall have received notice: (a) from Seller and Purchaser authorizing release of the ▇▇▇▇▇▇▇ Money; or (b) from Seller authorizing the return of the ▇▇▇▇▇▇▇ Money to Purchaser; or (c) of the occurrence of either of the following events: (i) the Closing, at which time the ▇▇▇▇▇▇▇ Money shall be paid to Seller and applied to the Purchase Price; or (ii) the receipt by the Escrow Agent of a written notice from either Seller or Purchaser stating that an event has occurred under this Agreement entitling the party delivering such notice to the ▇▇▇▇▇▇▇ Money, whereupon the Escrow Agent shall deliver written notice (the "Default Notice") thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Escrow Agent within ten (10) days following receipt by such other party of the Default Notice, the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money to the party initially requesting the ▇▇▇▇▇▇▇ Money. 12.4. It is agreed that the duties of the Escrow Agent are only such as are herein specifically provided, being purely ministerial in nature, and that the Escrow Agent shall incur no longer liability whatsoever except for its willful misconduct or negligence so long as the Escrow Agent has acted in effectgood faith. Participant The Escrow Agent shall not retain physical custody have no responsibility for the genuineness or validity of any certificates representing Unreleased Shares issued document or other time deposited with the Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to Participantthe Escrow Agent hereunder and believed by the Escrow Agent to have been signed by the proper parties. 12.5. ParticipantUpon the satisfaction of the mutual obligations of the parties hereunder, the Title Company shall record all appropriate instruments delivered to it at the Closing. 12.6. The Title Company hereby agrees to serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 13.1 hereof, and Seller, Purchaser and the Escrow Agent agree to retain a copy of this Agreement for a period for four (4) years following the end of the calendar year in which the Closing occurs. The provisions of this Section shall survive the Closing. 12.7. The Escrow Agent, by acceptance its execution of this Agreement, shall be deemed to appoint, and does so appoint, acknowledges receipt of the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer▇▇▇▇▇▇▇ Money. 12.8. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do The Escrow Agent's fees with respect to holding this transaction (other than its premium for issuing the Shares in escrow and while acting in good faith and in the exercise of its judgmentTitle Policy) shall not exceed $200. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) On the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the Escrow Amount, solely for the purpose, and to the extent required, to satisfy Seller’s indemnification and payment obligations with respect to Taxes set forth in the first and second sentences of Section 2.5 and payable by Seller in connection with sale of the Acquired Shares, provided that if such Seller’s obligations exceed at any time the Escrow Amount, Seller will be liable for any difference. The Unreleased Shares Escrow Amount shall be held by the Company until such Unreleased Shares are forfeited Escrow Agent in an account (the “Escrow Account”) in accordance with the terms and provisions of the Escrow Agreement. Buyer and Seller shall each pay 50% (fifty percent) of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. Within 15 (fifteen) Business Days after Closing, upon determination by Seller, as provided set forth in Section 3.12.5, until such Unreleased Shares are fully released of the amount due in accordance with the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (the “Required Tax Payment”), which determination will be promptly communicated by Seller to Buyer, each of Buyer and Seller agrees, and assumes the obligation, to issue a joint written notice to the Escrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay no later than the 15th (fifteenth) Business Day after the Closing Date (i) the Required Tax Payment from the Forfeiture Restriction as provided Escrow Account to the Mexican Internal Revenue Service (Servicio de Administración Tributaria) and (ii) the remaining funds in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained DistributionsEscrow Account, if any, paid on such forfeited Unreleased Shares) to Seller. For the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules avoidance of each national securities exchange on which the Stock is listeddoubt, the Company, or its designee, Escrow Account shall not be liable for used to satisfy any act it may do liability or omit to do with respect to holding the Shares obligation under Article VIII or elsewhere in escrow and while acting in good faith and in the exercise of its judgmentthis Agreement. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. B▇▇▇▇ ▇▇▇▇▇ Ciklin L▇▇▇▇▇ Martens M▇▇▇▇▇ & O'▇▇▇▇▇▇▇ (the “Escrow Agent”) shall hold the Deposit and Purchaser’s and Seller’s Documents in escrow, dispose of the Deposit, pro rate expenses and deliver Purchaser’s and Seller’s Documents only in accordance with the following provisions: (a) The Unreleased Shares Escrow Agent shall deliver the Deposit to Seller or Purchaser, as the case may be, as follows: (i) to Seller, upon completion of the Closing, to be held by applied against the Company until such Unreleased Shares are forfeited Purchase Price of the Property as provided Seller shall direct; or (ii) to Seller, after receipt of Seller’s demand in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of which Seller certifies either that (A) Purchaser has materially defaulted under this Agreement, shall be deemed to appointor (B) this Agreement has been otherwise terminated or cancelled, and does so appointSeller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller’s demand until more than ten (10) days after Escrow Agent has given a copy of such demand to Purchaser in accordance with Section 18(e)(i), the Company and each nor thereafter if Escrow Agent receives a Notice of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Objection from Purchaser within such ten (and Retained Distributions, if any, paid on such forfeited Unreleased Shares10) day period; or (iii) to the Company as may be required pursuant to the Plan or Purchaser, after receipt of Purchaser’s demand in which Purchaser certifies either that (A) Seller has materially defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to execute such representations or other documents or assurances as receive the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Deposit; 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 18(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon such delivery of the Deposit, Escrow Agent shall be liable for any act it may do or omit to do relieved of all liability hereunder and with respect to holding the Shares in escrow and while acting in good faith and in Deposit. Escrow Agent shall deliver the exercise Deposit by a bank wire transfer of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect immediately available funds to Unreleased Shares (and such Retained Distributions will be subject an account designated by the party entitled to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedDeposit.

Escrow. The gross proceeds of the Offering, exclusive of the net proceeds from the sale of approximately 2,497,100 Subscription Receipts (athe “Class A Subscription Receipts”) The Unreleased representing the number of Units issuable before the Corporation reaches the maximum number of 100,000,000 Common Shares shall outstanding, the precise figure to be provided by the Corporation) and exclusive of the Commission (as hereinafter defined) and all of the Underwriters’ out-of-pocket costs and expenses (the “Escrowed Funds”), will be held in escrow on behalf of the purchasers of all of the Subscription Receipts other than the Class A Subscription Receipts (the “Class B Subscription Receipts”) by an escrow agent acceptable to the Company until such Unreleased Corporation and the Underwriters, in an interest bearing account, pending the receipt of the certificate of articles of amendment of the Corporation providing for an increase in the authorized capital of the Corporation to a number of Common Shares are forfeited as provided in Section 3.1sufficient to permit the issuance of all of the Common Shares (including any Common Share issuable upon exercise of the Warrants) issuable upon exercise of the Class B Subscription Receipts (the “Escrow Releases Condition”). In the event that the Escrow Release Condition is satisfied prior to 5:00 p.m. (Toronto time) on July 14, until such Unreleased Shares are fully released from 2005 (the Forfeiture Restriction as provided in Section 3.2“Expiry Time”), or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participantthe Escrowed Funds, by acceptance of this Agreementplus accrued interest, shall be deemed released to appoint, the Corporation and does so appointeach Class B Subscription Receipt will be automatically exercised to acquire one Unit. In the event that the Escrow Release Condition is not satisfied before the Expiry Time, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact Escrowed Funds, plus accrued interest, shall be used by the Corporation to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) repurchase the Class B Subscription Receipts for cancellation at a redemption price per Class B Subscription Receipt equal to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transferIssue Price. To the extent allowable by applicable law and that the applicable rules Escrowed Funds are not sufficient to repurchase all of each national securities exchange on which the Stock is listedClass B Subscription Receipts, the CompanyCorporation will contribute such amounts as are necessary to satisfy any shortfall. For greater certainty, or its designee, the Class A Subscription Receipts shall be exercised automatically at Closing into Units and shall not be liable repurchased for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited cancellation in the event such Unreleased Shares are forfeitedthat the Corporation fails to satisfy the Escrow Release Condition on or before the Expiry Time.

Escrow. (a) The Unreleased Shares On the first Business Day following the eighteen (18) month anniversary of the Closing Date, the Parent and the Securityholder Representative shall cause the Escrow Agent, in accordance with the Escrow Agreement, to release from the Escrow Account to the Paying Agent for further payment by the Paying Agent to each holder of Capital Stock or a Warrant and to the Surviving Company for further payment to each holder of Vested Options (each in accordance with their respective Pro Rata Shares), the amount (if any) by which the remaining balance of the Escrow Account exceeds the aggregate amount of all applicable Losses claimed by the Buyer Indemnified Parties on or prior to such date that are not yet resolved or that are resolved but have not yet been paid (the “Pending Escrow Claims Amount”). Upon the settlement of the indemnification claims of the Buyer Indemnified Parties pending as of the date the funds in the Escrow Account are otherwise required to be released, if the amount of Loss pursuant to such claims as finally determined is lower than the amount of the Pending Escrow Claims Amount, the amount that is not paid to the Buyer Indemnified Parties in respect thereof shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Paying Agent and the Surviving Company as may be required pursuant for further distribution to the Plan or this Securityholders (in accordance with their respective Pro Rata Shares), in accordance with the terms of the Escrow Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends On the first Business Day following the date set forth on Schedule 8.08(b), the Parent and other distributions (“Retained Distributions”) made or declared the Securityholder Representative shall cause the Escrow Agent, in accordance with respect the Escrow Agreement, to Unreleased Shares (and such Retained Distributions will be subject release from the Special Escrow Account to the Forfeiture Restriction and Paying Agent for further payment by the other terms and conditions under this Agreement that are applicable Paying Agent to the Shares) until such timeeach holder of Capital Stock or a Warrant (each in accordance with their respective Indemnification Percentage), if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be Parent Shares equal to the Fair Market Value amount (if any) by which the remaining balance of the notional shares Special Escrow Account exceeds the aggregate amount of Stock all applicable Losses claimed by the Buyer Indemnified Parties on or prior to which such released Retained Distributions relatedate that are not yet resolved or that are resolved but have not yet been paid (the “Pending Special Escrow Claims Amount”). Any Retained Distributions with Upon the settlement of the indemnification claims of the Buyer Indemnified Parties pending as of the date the funds in the Special Escrow Account are otherwise required to be released, if the amount of Loss pursuant to such claims as finally determined is lower than the amount of the Pending Special Escrow Claims Amount, the number of Parent Shares equal to the amount that is not paid to the Buyer Indemnified Parties in respect to Unreleased Shares thereof shall be forfeited released to the Paying Agent and the Surviving Company for further distribution to the Securityholders (in accordance with their respective Pro Rata Shares), in accordance with the event such Unreleased Shares are forfeitedterms of the Escrow Agreement.

Escrow. (a) On the Closing Date, Buyer shall cause to be delivered to Escrow Agent the Escrow Amount. The Unreleased Shares Escrow Amount shall be held by for the Company until such Unreleased Shares are forfeited as provided in express purposes of (i) maintaining the Purchase Price Adjustment Amount from which to pay any Purchase Price adjustment required to be paid to Buyer pursuant to Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance 2.5 of this Agreement, shall be deemed and (ii) maintaining the Buyer Indemnification Amount as a source for the satisfaction of claims by the Buyer Indemnified Parties for Losses suffered or incurred by them and for which they are entitled to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required recover pursuant to Article 10 or Article 11 hereof (the Plan or “Buyer Indemnification Claims”). The Purchase Price Adjustment Amount shall not be used for any Buyer Indemnification Claims. The Escrow Amount will be released from the Escrow Account in accordance with the terms of the Escrow Agreement and Section 2.5 of this Agreement. In the event any portion of the Purchase Price Adjustment Amount is not required to be paid pursuant to Section 2.5 of this Agreement, such remaining portion of the Purchase Price Adjustment Amount shall be disbursed immediately to the Holders pursuant to Section 2.5. Subject to the provisions of this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable Escrow Agreement, the Escrow Agent shall release on the Escrow Release Date any remaining funds held in the Escrow Account, less any amounts reserved for payment in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentBuyer Indemnification Claims. (b) The Company will retain custody Any Escrow Amount retained for Buyer Indemnification Claims asserted by any Buyer Indemnified Party prior to the Escrow Release Date but which are not yet resolved shall remain in the escrow until released in accordance with the terms of all cash dividends and other distributions the Escrow Agreement. (“Retained Distributions”c) made or declared For avoidance of doubt, any disputes regarding the amounts to be reserved in the escrow in connection with respect to Unreleased Shares (and such Retained Distributions will any Buyer Indemnification Claim shall be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as provisions set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedSection 12.19.

Escrow. Seller and Shareholders agree that fifty percent (a50%) The Unreleased Shares of all principal and interest due under the Debenture (including any common stock of Parent issued in conversion of such principal) and the Promissory Note, and fifty percent (50%) of all payments made under the Contracts for Deed, shall be deposited, when paid by Purchaser, into a joint bank account agreed upon by Seller and Purchaser which requires the signature of both Seller and Purchaser to make draws and sign checks; provided however, that in no event shall payments due under the Promissory Note, the Debenture or the Contracts for Deed be withheld or deposited in the foregoing account if sum of the aggregate amount then held in such account plus the sum of amounts previously expended by Seller in implementing the Plan of Remediation is at least equal to the lesser of (i) $350,000, or (ii) the amount reasonably estimated by RE/SPEC, Inc. to implement any work under the Plan of Remediation for which payment has not been made or which is yet to be performed. All amounts so deposited (the "Escrowed Amounts") shall be used by Seller to implement the Plan of Remediation and the remaining balance shall be held by the Company until in such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or account until such time as this Agreement (i) the MPCA has issued a letter to Seller stating that no further action is no longer required with respect to remediation of the contamination of the Real Estate or any adjacent property affected by contamination to the Real Estate; and (ii) all contractors, engineers, consultants, laborers, materialmen, suppliers, attorneys, agents and any other party retained by Seller to provide services in effectthe preparation and execution of the Plan of Remediation have been paid in full. Participant shall All interest earned on the Escrowed Amounts may be withdrawn by the Seller and Shareholders as permitted by the depository institution at which the Escrowed Amounts are deposited. The foregoing escrow of payments will not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance preclude Purchaser from seeking indemnification from Seller and Shareholders under Section 11 of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company extent the foregoing remedies do not adequately compensate Purchaser for expenses and costs incurred in respect of any Third Party Claims (as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable defined in connection with any such transferSection 11). To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.e)

Escrow. (a) The Unreleased Shares parties hereto agree that Three Million Four Hundred Seventy-Five Thousand Dollars ($3,475,000.00) of the Closing Merger Consideration (the “Escrow Amount”) shall be held deposited by Parent in an interest-bearing account established by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Parent (the Forfeiture Restriction as provided in Section 3.2“Escrow Account”) with SunTrust Bank, or such other bank or trust company as is reasonably acceptable to the Stockholder Representative (the “Escrow Agent”), to be held and distributed by the Escrow Agent in accordance with the terms and conditions of an Escrow Agreement among the Parent, the Stockholder Representative and the Escrow Agent substantially in the form of Exhibit C hereto, with such changes and additions as the Escrow Agent may reasonably require (the “Escrow Agreement”). Two Million Dollars ($2,000,000) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(viii) below (the “Calcaneal Stem Claims Escrow Amount”). Three Hundred Twenty-Five Thousand Dollars ($325,000.00) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(vii) below (the “Tax Escrow Amount”). Fifty Thousand Dollars ($50,000.00) of the Escrow Amount shall be available solely to the Stockholder Representative to reimburse his expenses in accordance with Section 3.05 above and not for claims for Damages pursuant to Article X or any other purpose (the “Stockholder Representative Escrow Amount”). Each Company Equityholder shall have an interest in the Escrow Amount in an amount equal to the product of his, her or its (X) applicable Allocable Percentage as set forth in Schedule 3.01(d) and (Y) the Escrow Amount. Subject to Section 3.05, no Company Equityholder shall receive cash held in escrow unless and until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance permitted under the terms of this AgreementSection 3.07, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law Article X and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Agreement. (b) Parent shall establish the Escrow Account as soon as practicable after the Effective Time for the deposit of the Escrow Amount pursuant to Section 3.07(a). All interest earned on the Escrow Account shall be added to the Escrow Amount. The Escrow Account shall be in the name of Parent for the benefit of the Company will retain custody Equityholders, and shall be used to satisfy (i) any obligations due any Indemnified Parties under Article X, (ii) the Stockholder Representative’s obligation to make any payments that may be due to Parent pursuant to Section 3.04, (iii) any expenses of the Stockholder Representative (not to the exceed the Escrow Reimbursement Cap) pursuant to Section 3.05 and (iv) any other liabilities or obligations of the Stockholder Representative or the Company Equityholders to the Parent pursuant to this Agreement or any document, instrument, agreement or certificate delivered pursuant to this Agreement. Any fees incurred in the establishment, maintenance or termination of the Escrow Account shall be paid from the Escrow Account. (c) Upon the first business day following: (i) the first anniversary of the Closing Date (such date, the “First Escrow Release Date”), Parent shall cause the Escrow Agent to disburse from the Escrow Account One Million One Hundred Thousand Dollars ($1,100,000.000), less the aggregate amount of all cash dividends and other distributions Claimed Amounts claimed in all Claim Notices delivered by Parent within the time period permitted therefor which either have been paid or which have not been finally resolved or paid as of the First Escrow Release Date, to the Company Equityholders in the manner set forth in Section 3.07(d) (“Retained DistributionsFirst Escrow Release Funds”); (ii) the third anniversary of the Closing Date (such date, the “Second Escrow Release Date”) made Parent shall cause the Escrow Agent to disburse from the Escrow Account Three Hundred Twenty Five Thousand Dollars ($325,000), less the aggregate amount of all Claimed Amounts claimed in all Tax Claim Notices delivered by Parent within the time period permitted therefor which either have been paid or declared with respect which have not been finally resolved or paid as of the Second Escrow Release Date, to Unreleased Shares the Company Equityholders in the manner set forth in Section 3.07(d) (the “Second Escrow Release Funds”); and (iii) the fifth anniversary of the Closing Date (such date, the “Final Escrow Release Date”), Parent shall cause the Escrow Agent to disburse the amounts remaining in the Escrow Account, including any interest earned on the Escrow Account, less the aggregate amount of all Claimed Amounts claimed in all Claim Notices delivered by Parent within the time periods permitted therefor which have not been finally resolved or paid as of the Final Escrow Release Date (and such Retained Distributions will be subject any subsequent resolution of any disputes as provided in Article X) (the “Remaining Escrow Funds”), to the Forfeiture Restriction Company Equityholders in the manner set forth in Section 3.07(d). For purposes of clarification, the Remaining Escrow Funds shall include the Stockholder Representative Amount, less the aggregate amount of all Stockholder Representative Expenses paid to the Stockholder Representative prior to the Final Escrow Release Date (d) Parent shall cause the Escrow Agent to disburse the First Escrow Release Funds, Second Escrow Release Funds and the other terms and conditions Remaining Escrow Funds under this Agreement that are applicable Section 3.07 by disbursing to the Shareseach holder of a Certificate or Equity Instrument (or an affidavit in accordance with Section 3.03(f)) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested previously exchanged and cancelled pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock Section 3.03(b), an amount equal to such that upon release and distribution Company Equityholder’s Allocable Percentage of such Retained Distributions to Participant First Escrow Release Funds, Second Escrow Release Funds and Remaining Escrow Funds as set forth in Schedule 3.01(d). (e) The parties hereto hereby acknowledge and agree that the immediately preceding sentence, Participant Escrow Account shall be entitled to receive on treated as an installment obligation for purposes of the date Code, and no party shall take any action or filing position inconsistent with such characterization. Consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of such distribution the Escrow Account or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which any portion thereof in any Tax year shall be equal reported as allocated to Parent until the Fair Market Value distribution of the notional shares of Stock Escrow Account (or portion thereof) is determined and thereafter to which such released Retained Distributions relate. Any Retained Distributions Parent and the Company Equityholders in accordance with respect to Unreleased Shares shall be forfeited their respective interests in the event such Unreleased Shares are forfeitedEscrow Account.

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) No later than ten days prior to the Company Closing Date, Purchaser and Seller shall mutually agree upon a financial institution, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or state authority, to act as may be required pursuant to escrow agent (the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do “Escrow Agent”) with respect to holding the Shares Escrow Amount. On or before the Closing Date, Seller and Purchaser shall enter into an agreement in escrow substantially the form attached hereto as Exhibit C with the Escrow Agent (the “Escrow Agreement”) pursuant to which the Escrow Agent shall agree to hold and while acting disburse the Escrow Amount, for the benefit of Seller and Purchaser, in good faith accordance with the terms and in conditions of this Agreement and the exercise of its judgmentEscrow Agreement. (b) The Company will retain custody of all On the Closing Date, Purchaser shall deposit with the Escrow Agent Two Million Three Hundred Thousand Dollars ($2,300,000) in cash dividends and other distributions (the “Retained DistributionsEscrow Amount”) for disbursement in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Amount will consist of (i) Five Hundred Thousand Dollars ($500,000), which will be held in escrow exclusively for payments due to either Purchaser or Seller upon determination of the Final Book Value (the “Book Value Escrow Amount”), (ii) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for payments due to either Purchaser or Seller upon determination of the Final Pipeline Premium (the “Pipeline Premium Escrow Amount”), (iii) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for reimbursement of Excess Severance Payments made by Purchaser on or declared prior to the first anniversary of the Closing Date (the “Excess Severance Escrow Amount”), and (iv) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for indemnification payments pursuant to Article X hereof (the “Indemnification Escrow Amount”). Purchaser and Seller agree that the Escrow Amount is part of the consideration paid to Seller and the obligation to release the Escrow Amount to Seller is absolute and unconditional, subject only to the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that four events will trigger distribution of the Escrow Amount: (i) the determination of the Final Book Value, which shall only trigger distribution of the Book Value Escrow Amount, (ii) the determination of the Final Pipeline Premium, which shall only trigger distribution of the Pipeline Premium Escrow Amount, (iii) the obligation of the Purchaser to make any Excess Severance Payment, and (iv) a finally determined claim by Purchaser for indemnification payments under Article X of this Agreement, which shall only trigger distribution of the Indemnification Escrow Amount. In addition, distribution of the Escrow Amount may occur (i) on the date that is six months after the Closing Date if the Excess Severance Escrow Amount exceeds Three Hundred Thousand Dollars ($300,000), then such excess amount shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices, and (ii) any portion of the Excess Severance Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices. Any portion of the Indemnification Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices; provided, that if Purchaser has submitted a notice for indemnification on or prior to the first anniversary of the Closing and such indemnification claim is not finally determined until after the first anniversary of the Closing, then the Indemnification Escrow Amount shall remain subject to such indemnification claim and any remaining portion of the Indemnification Escrow Amount shall not be disbursed to Seller until after such indemnification claim shall have been finally determined and any indemnification payments to Purchaser have been made. The Escrow Agreement shall further provide that disbursement of the Book Value Escrow Amount and Pipeline Premium Escrow Amount shall be made in accordance with Section 3.4 and in accordance with the terms and conditions of the Escrow Agreement. Upon disbursement of the Escrow Amount (or such lesser amount of the Escrow Amount pursuant to the terms and conditions of this Agreement and the Escrow Agreement) to Seller or Purchaser in accordance with this Agreement, Purchaser shall have no other obligation to Seller with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Amount.

Escrow. (a) The Unreleased Shares 8.1 Following Completion, the Escrow Amount shall be held in the Escrow Account in accordance with the terms of this clause 8 and the Escrow Letter. 8.2 Any interest that accrues on the credit balance on the Escrow Account from time to time shall be credited to the Escrow Account and any payment of principal out of the Escrow Account shall include a payment of the interest earned on that principal sum. 8.3 The liability to taxation on any interest on any amount in the Escrow Account shall be borne by the Company until party ultimately entitled to that interest. 8.4 The Buyer and the Seller shall promptly provide such Unreleased Shares instructions to the Escrow Agent (where relevant in the form specified by the Escrow Letter) and take all other actions in relation to the Escrow Account as are forfeited as provided in Section 3.1, until such Unreleased Shares are fully necessary to give effect to the provisions of this clause 8. 8.5 No amount shall be released from the Forfeiture Restriction Escrow Account otherwise than in accordance with this clause 8 and the terms of the Escrow Letter. 8.6 If a Notified Claim arises and is Resolved on or before the Release Date, the Buyer and the Seller shall, as soon as reasonably practicable, instruct the Escrow Agent in accordance with the terms of the Escrow Letter, to release to the Buyer (or as the Buyer shall otherwise direct) from the Escrow Account the Due Amount in respect of that Notified Claim (together with any accrued interest on the amount so paid but less any applicable bank charges) or, if lower, the amount standing to the credit of the Escrow Account (but less any applicable bank charges). 8.7 On the Release Date, the Buyer and the Seller shall instruct the Escrow Agent in accordance with the terms of the Escrow Letter to release to the Seller (or as the Seller otherwise directs) from the Escrow Account an amount (if any) equal to the remaining balance of the Escrow Account standing to the credit of the Escrow Account, together with any accrued interest on the amount so paid but less any applicable bank charges (if any), less the following sums: (A) if there are any Outstanding Claims, an amount equal to the Buyer’s reasonable estimate of the Seller’s aggregate liability in respect of those Outstanding Claims provided that the Buyer shall have obtained an opinion of a Queen’s Counsel (which shall have been disclosed to the Seller) that the relevant Outstanding Claim is not a frivolous or vexatious Claim as to its merits nor quantum of the amount proposed to be withheld; and (B) any Due Amounts to the extent they have not been satisfied in Section 3.2accordance with clause 8.8 or otherwise on or before the Release Date. 8.8 If, following the Release Date, the Escrow Amount (or until such time as this Agreement is no longer any part of it) continues to be held in effect. Participant shall not retain physical custody the Escrow Account pending resolution of any certificates representing Unreleased Shares issued Outstanding Claims, the following provisions shall apply: (A) upon an Outstanding Claim being Resolved, the Buyer and the Seller shall, as soon as reasonably practicable, instruct the Escrow Agent to Participant. Participantrelease to the Buyer (or as the Buyer shall otherwise direct) from the Escrow Account any unpaid Due Amount in respect of that Outstanding Claim (together with any accrued interest on the amount so paid but less any applicable bank charges) or, by acceptance if lower, the amount standing to the credit of this Agreementthe Escrow Account (less any applicable bank charges); and (B) after all Outstanding Claims have been Resolved and all Due Amounts have been paid to the Buyer in full, the Parties shall, as soon as practicable, instruct the Escrow Agent to release to the Seller (or as the Seller otherwise directs) the remaining balance (if any) standing to the credit of the Escrow Account (together with any accrued interest on the amount so paid but less any applicable bank charges). 8.9 A Notified Claim shall be deemed to appoint, and does so appoint, be “Resolved” for the Company and each purposes of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares this clause 8 if it has been: (and Retained Distributions, if any, paid on such forfeited Unreleased SharesA) to agreed in writing between the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law Buyer and the applicable rules Seller as to both liability and quantum; (B) finally determined (as to both liability and quantum) by a court of each national securities exchange on competent jurisdiction from which the Stock there is listed, the Companyno right of appeal, or its designee, shall not be liable for any act it may do from whose judgment the relevant party is debarred (by passage of time or omit to do with respect to holding otherwise) from making an appeal; or (C) unconditionally withdrawn by the Shares Buyer in escrow and while acting in good faith and in the exercise of its judgmentwriting. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to 8.10 In the Forfeiture Restriction and the other terms and conditions under this Agreement event that are applicable to the Shares) until such timeCompletion occurs, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited except in the event such Unreleased Shares are forfeitedof its fraud, the Seller’s liability for all Claims under or pursuant to this Agreement shall be limited to the Escrow Amount and the Buyer’s sole recourse against the Seller shall be against the balance standing to the credit of the Escrow Account. If a Due Amount is not satisfied in full by a payment to the Buyer from the Escrow Account, nothing in this Agreement shall prevent or otherwise restrict the Buyer’s right to recover the balance under the WI Policy.

Escrow. (a) The Unreleased Shares shall be held With respect to any claim for indemnification arising from an inaccuracy or breach by the Company until such Unreleased Shares are forfeited as provided any Selling Party of his, her or its respective representations and warranties contained in Section 3.1Article III or in any certificate delivered pursuant hereto or his, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided her or its respective covenants or agreements in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, the Purchaser Indemnified Parties may, at their option, seek payment of any such indemnification claim from such Selling Party directly or from the Escrow Fund established pursuant to this Section 9.06. With respect to any other claim for indemnification under Section 9.02, the Purchaser Indemnified Parties shall be deemed seek payment of any such indemnification claim or Loss recovery first from the Escrow Fund established pursuant to appointthis Section 9.06 until it has been depleted. The Purchaser Indemnified Parties shall also have the right, exercisable by delivery of written notice to the Selling Party Representative, to set off against, and does so appoint, reduce the Company total amount of any Earn-Out Consideration otherwise payable hereunder by the amount of any and each of its authorized representatives as Participant’s attorney(s)-in-fact all Losses to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not Purchaser Indemnified Parties are entitled to be liable for any act it may do or omit to do indemnified with respect to holding any breach by any Selling Party of his, her or its representations and warranties contained in Article III or in any certificate delivered pursuant hereto or his, her or its respective covenants in this Agreement. For purposes of clarity, once a particular Selling Party’s Pro Rata portion of the Shares in escrow and while acting in good faith and in Escrow Fund has been depleted with respect to Losses for which it is liable, the exercise Purchaser may not apply portions of its judgmentthe Escrow Fund attributable to other Selling Parties with respect to such Losses, but must instead seek payment directly from such Selling Party or through permissible set off. (b) The Company will retain custody If Purchaser Indemnified Parties are entitled to indemnification under Section 9.02 in excess of all cash dividends and other distributions (“Retained Distributions”) made the amount of the Escrow Fund, or declared if the funds in the Escrow Fund are inadequate to reimburse Purchaser Indemnified Parties solely with respect to Unreleased Shares any and all Losses (i) for which such Purchaser Indemnified Parties are determined to be entitled to indemnification (x) arising from any inaccuracy or breach of a Fundamental Representation or representation or warranty contained in Article III or (y) pursuant to Sections 9.02(b), 9.02(c), 9.02(d), 9.02(e) or 9.02(f) or (ii) attributable to fraud (the matters set forth in clauses (i) and such Retained Distributions will be subject (ii) of this sentence are referred to collectively as “Excluded Matters”), Purchaser Indemnified Parties shall have the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such timeright, if ever, as the Unreleased Shares solely with respect to any Excluded Matter, to seek recovery of such Losses in excess of the Escrow Fund severally and directly from the Selling Parties. The Purchaser Indemnified Parties shall also have the right, exercisable by delivery of written notice to the Selling Party Representative, to set off against, and reduce the total amount of any Earn-Out Consideration otherwise payable hereunder by the amount of any and all Losses to which such Retained Distributions the Purchaser Indemnified Parties are entitled to be indemnified by a particular Selling Party with respect to any Excluded Matter. (c) On the Closing Date, an amount equal to Eight Million Dollars ($8,000,000) (the “Escrow Fund”) shall have been madebe deposited by the Purchaser with JPMorgan Chase Bank, paid or declared shall have become vested National Association, as escrow agent (“Escrow Agent”), pursuant to the Grant Notice. Retained Distributions that were made or declared Escrow Agreement substantially in cash will the form attached hereto as Exhibit B. The Escrow Fund shall be deemed reinvested in notional shares of Stock such that upon release used to satisfy and distribution of such Retained Distributions to Participant pay the Adjustment Amount, if any, as set forth in Section 2.08 and the immediately preceding sentenceamount of Losses, Participant shall be if any, for which the Purchaser Indemnified Parties are entitled to receive indemnification or reimbursement pursuant to this Agreement. (d) Subject to the provisions of the Escrow Agreement, on the date which is three Business Days after the twelve month anniversary of the Closing Date (the “Escrow Termination Date”), the Escrow Agent shall distribute to the Selling Parties Pro Rata an amount equal to the amount remaining in the Escrow Fund as of the Escrow Termination Date, if any. (e) Notwithstanding the foregoing, if on the Escrow Termination Date, any claim by a Purchaser Indemnified Party has been made that could result in a Loss that is subject to indemnification pursuant to Article IX hereof, and the Purchaser has notified the Escrow Agent and the Selling Parties of such in writing, and such claim remains unpaid, then there shall be withheld from the distribution or release an to the Selling Parties such amount of cash the Escrow Fund within the applicable escrow account as is reasonably necessary to cover any such Loss resulting from such pending claim in accordance with the terms of the Escrow Agreement, and such withheld amount shall either be (i) paid to the Purchaser or the number of whole shares of Stock or a combination thereof(ii) paid to each Selling Party as provided in Section 9.06(c), as determined by upon final resolution of such claim or claims in accordance with the Committee, terms of the aggregate fair value of which Escrow Agreement and Article IX hereof (and the escrow shall be equal to the Fair Market Value continued in effect until such final resolution of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclaim or claims).

Escrow. Notwithstanding anything to the contrary contained herein, the parties agree that to the extent any of the New Permits have not been issued to Seller or cannot be transferred to Buyer on or before the Closing Date, with respect to the New Permit Assets related to such New Permit: (a) The Unreleased Shares the parties shall be held by enter into an escrow agreement at Closing containing the Company until terms and conditions set forth in this Section 2.10 and such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, other terms and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company conditions as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.mutually agreeable; (b) The Company will retain custody of all cash dividends there shall be deducted from the Purchase Price and other distributions (“Retained Distributions”) made or declared deposited by Buyer with respect to Unreleased Shares (and such Retained Distributions will be subject the Escrow Agent an amount equal to the Forfeiture Restriction Escrow Amount for each such New Permit which has not been issued or is not transferable; (c) Seller shall operate the New Permit Assets on behalf of Buyer, as Buyer's agent. Seller shall pay all expenses of such operations from revenues derived from such sites (provided, that if such expenses exceed revenues, Buyer shall reimburse Seller for the excess upon termination of the escrow) and Seller shall deliver to Buyer on or before the 15th of each month a statement, certified by Seller, setting forth Seller's determination of the Cash Flow for each site for the New Permit for the preceding month; (d) upon issuance of the New Permit, the Escrow Amount for such New Permit, together with interest, shall be released from escrow to Seller provided, however, that simultaneously therewith Seller shall deliver to Buyer an amount equal to the aggregate Cash Flow since the Closing Date for the site for the New Permit; (f) Seller hereby agrees to repurchase from Buyer all New Permit Assets related to any or all New Permits which have not been issued or obtained by December 15, 1997, upon written request by Buyer given on or prior to December 30, 1997, at a purchase price equal to the Escrow Amount for such New Permit Assets, plus interest, less the aggregate Cash Flow since the Closing Date for such New Permit Assets and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant purchase shall be entitled effected on or prior to receive on the date December 31, 1997 as follows: Buyer shall execute and deliver appropriate transfer documents in favor of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the CommitteeSeller, the aggregate fair value of which Cash Flow since the Closing Date shall be retained by Seller and the Escrow Amount plus interest earned thereon, shall be delivered from the Escrow to Buyer; and (g) Notwithstanding anything to the contrary contained in this Section 2.10, if any New Permit is not issued because the Site Lease for the site for any such New Permit is cancelled or terminated after the Closing through no act or omission of Seller's, the option contained in subsection (f) will not apply to the New Permit Assets related to such New Permit and the Escrow Amount plus interest earned thereon shall be released from escrow to Seller within five (5) days after cancellation or Termination of the Site Lease; provided that simultaneously therewith Seller shall deliver to Buyer an amount equal to the Fair Market Value of aggregate Cash Flow since the notional shares of Stock to which Closing Date for such released Retained Distributions relateNew Permit Assets. Any Retained Distributions with respect to Unreleased Shares In the event that on or before the Closing, a Permit is cancelled or terminated, it shall be forfeited deemed a New Permit hereunder, and, in each case, the event such Unreleased Shares are forfeitedStructures, Permits, Site Leases and Advertising Services Agreements associated therewith shall be deemed New Permit Assets for all purposes hereunder, including without limitation the provisions of this Section 2.10.

Escrow. At or prior to the Closing, the Purchaser, the DT Representative, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, substantially in the form attached as Exhibit A hereto (athe “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent from the Exchange Shares otherwise deliverable at Closing Eight Million (8,000,000) The Unreleased Purchaser Ordinary Shares shall (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), with the Escrow Shares, along with any earnings thereon (excluding Accrued Dividends), to be held by the Company until Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such Unreleased Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share) during the time held in the Escrow Account as Escrow Shares. The Parties agree that while any Escrow Shares are forfeited as provided held in Section 3.1the Escrow Account, until any dividends or distributions made or otherwise payable on or in respect of such Unreleased Escrow Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued be paid to Participant. Participant, the Escrow Account and shall instead be held by acceptance Purchaser as Accrued Dividends in accordance with the terms and conditions of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. Notwithstanding anything to the contrary contained in this Article II, on the Closing Date, the Escrow Amount will be deposited into an interest bearing escrow account, to be held by Escrow Agent pursuant to an Escrow Agreement to be entered into on the Closing Date. The Escrow Funds will secure (x) any adjustments to the Purchase Price as provided for in Section 2.3(f) and (y) Shareholder’s indemnification obligations under Article IX of this Agreement. The Escrow Funds will be withdrawn or released as follows: (a) The Unreleased Shares upon the final determination of the Purchase Price in accordance with Section 2.3(f), if Buyer is entitled to receive any cash in connection with an adjustment of the Purchase Price, such amount shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released withdrawn from the Forfeiture Restriction as provided Escrow Funds in accordance with Section 3.2, or until 2.3(f) and paid to Buyer within five (5) Business Days after such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, final determination; (b) following the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionswithdrawal, if any, paid on of the Escrow Funds as provided in clause (a) above, if less than $2,000,000.00 shall remain after such forfeited Unreleased Shareswithdrawal, Shareholder, within five (5) Business Days after such withdrawal, shall deposit such additional cash as needed to cause the Company as may Escrow Funds to be required pursuant replenished to the Plan or this Agreementan amount equal to $2,000,000.00; provided, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedhowever, the Company, or its designee, that Shareholder shall not be liable for required to deposit additional cash pursuant to this Section 2.4(b) if the total amount of Escrow Funds disbursed to Buyer pursuant to Article IX plus the amount remaining Escrow Funds (immediately prior to any act it may do or omit requirement to do with respect replenish funds pursuant to holding this Section 2.4(b)) would exceed the Shares in escrow and while acting in good faith and in the exercise of its judgment.Indemnification Cap, immediately following any requirement to replenish funds; and (bc) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions the remaining Escrow Funds, if any, will be subject released to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive Shareholder on the date that is twelve months following the Closing Date; provided, however, that if prior to such date, Buyer gives notice of a claim or claims for indemnification pursuant to Article IX, then: (i) if any such claim is resolved prior to such date, by judicial determination or otherwise, any sums due Buyer shall be withdrawn from the Escrow Funds and paid to Buyer within five (5) Business Days after such resolution or (ii) if any such claim is not resolved prior to such date, the amount of such distribution or release an claim, plus the reasonably estimated amount of cash or the number of whole shares of Stock or a combination thereoflegal fees and disbursements to be incurred in connection therewith, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which retained as Escrow Funds until such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclaim is resolved.

Escrow. This Agreement shall be effective at all times during the term ------ of the Loan whether or not there are Escrow Funds held by PNC Bank hereunder. It is intended that Borrower will deposit: (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released all disbursements from the Forfeiture Restriction Lockbox Account (as provided defined in Section 3.2the Security Agreement and Lockbox Agreement executed by Borrower contemporaneously herewith); and (b) all proceeds from any draw of the Letter of Credit (as defined in the Security Agreement for Letter of Credit executed by Borrower contemporaneously herewith); with PNC Bank to provide for the payment of future customary and reasonable third party tenant improvement costs and expenses actually incurred by Borrower and customary and reasonable leasing commissions paid to an Independent Leasing Agent, all in connection with any Renewal Lease (the "Leasing ------- Matters"). An "Independent Leasing Agent" is a management or until such brokerage ------- ------------------------- company or other entity not owned or controlled, directly or indirectly, by Borrower; provided, however, that Hannay Investment ▇▇▇▇▇▇▇▇es is deemed an Independent Leasing Agent for purposes of receiving up to a 2% commission on a Renewal Lease. A "Renewal Lease" ------------- is any lease that is a renewal of or a replacement for any or all of the Property that was included in the lease of Blackboard Campuswide, Inc. in effect as of the closing of the Loan or at any time as this Agreement is no longer thereafter (the "Blackboard Campuswide Space"). Each Renewal Lease must be: (a) --------------------------- for any lease of 3,500 square feet or more, with a tenant approved by PNC Bank in effect. Participant its reasonable discretion, which approval shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, be unreasonably withheld or delayed (PNC Bank agreeing that it shall be deemed to appoint, and does so appoint, the Company and each have approved a tenant if it has not responded to Borrower's request for such approval within 15 days after its receipt of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on Borrower's request for such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. approval); (b) The Company will retain custody for a term long en▇▇▇▇ ▇▇ not cause the average lease term of all cash dividends leases affecting the Property to be less than three (3) years; and other distributions (“Retained Distributions”c) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other contain terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on then applicable debt service coverage ratio for the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereofLoan, as determined by the CommitteePNC Bank in its sole discretion, the aggregate fair value of which shall be equal equals or exceeds 1.3x to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited1.

Escrow. (a) The Unreleased Shares shall be held On the Closing Date, Purchaser shall, on behalf of Seller, pay to ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent to Purchaser and Seller pursuant hereto (the “Escrow Agent”), in immediately available funds, to the interest bearing account established and designated by the Company until such Unreleased Shares are forfeited as provided Escrow Agent, an amount equal to Twelve Million and 00/100 Dollars ($12,000,000.00), in Section 3.1, until such Unreleased Shares are fully released from accordance with the Forfeiture Restriction as provided in Section 3.2, or until such time as terms of this Agreement is no longer and an escrow agreement to be in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued form and substance mutually acceptable to Participant. Participantthe parties, which will be executed at the Closing, by acceptance of this Agreementand among Purchaser, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law Seller and the applicable rules of each national securities exchange on which Escrow Agent (the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment“Escrow Agreement”). (b) The Company will Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII, as may be finally determined pursuant to this Article VIII, shall be satisfied first by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is jointly given to the Escrow Agent by Seller and the applicable Purchaser Indemnified Party and shall accordingly reduce the Escrow Amount. On the Expiration Date, the Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim due or owing in accordance with the terms of this Agreement) to Seller, except that the Escrow Agent shall retain custody an amount (up to the total amount then held by the Escrow Agent in the Escrow Account) equal to the amount of all cash dividends and other distributions claims for indemnification under this Article VIII asserted in writing prior to the Expiration Date but not yet resolved (“Retained DistributionsUnresolved Claims”) made or declared with respect to Unreleased Shares ). The Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (and such Retained Distributions will be subject to the Forfeiture Restriction extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article VIII and the other terms of the Escrow Agreement. Under no circumstances shall the Escrow Agreement serve to create or imply an agreement to create any type of limitation on the liabilities and conditions obligations of Seller under this Agreement that are applicable to the Shares) until amount of funds held in escrow under the Escrow Agreement. Seller’s liabilities under this Agreement shall apply irrespective of whether such time, if ever, as liabilities may exceed the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested amount of funds held in escrow pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value terms of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. (a) 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 purpose of securing the indemnification obligations of the Seller and the Members set forth in this Agreement. The Unreleased Shares Escrow Fund shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Escrow Agent under the Forfeiture Restriction as provided in Section 3.2, or until such time as this Escrow Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or this 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 the average closing price of Buyer Common Stock for the five (5) trading days immediately preceding the Closing, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with (iii) Seller may not direct any such transfer. To the extent allowable by applicable law sale during any blackout period under any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or blackout policy of Buyer, and the applicable rules Buyer shall promptly execute any and all required joint instructions to the Escrow Agent to facilitate any and all such sales of each national securities exchange on which the Stock is listedEscrow Shares. Further, Seller shall have the Company, or its designee, shall not be liable for any act it may do or omit sole discretion to do with respect to holding direct the Shares in escrow and while acting in good faith and investment of amounts held in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested Escrow Fund pursuant to the Grant Notice. Retained Distributions that were made or declared investment options specified in, and in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in accordance with the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committeerestrictions of, the aggregate fair value of which shall be equal Escrow Agreement, and Buyer agrees to promptly execute any and all joint instructions to the Fair Market Value of the notional shares of Stock Escrow Agent to which facilitate any and all such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedinvestments.

Escrow. (a) The Unreleased Shares Escrow Agent shall deposit the Deposit in a non-interest bearing account. The Deposit shall not bear interest to the benefit of either Buyer or Seller. The Escrow Agent shall disburse the Deposit as follows: (1) A sum equal to the Deposit, to the Seller at the Closing; (2) All of the funds held as the Deposit, to Buyer, if Buyer elects to terminate this Agreement pursuant to its rights in Paragraph 8(i) or Paragraph 9(c). (3) In accordance with the joint written instructions of Buyer and Seller; (4) In response to a written demand to Escrow Agent by the Seller claiming that Seller is entitled to receive payment of the Deposit pursuant to this Agreement and stating the basis for such claim by the Seller (a “Seller Demand Notice”), provided that (i) Escrow Agent shall have given notice to Buyer of receipt of the Seller Demand Notice (together with a copy of the Seller Demand Notice) within ten (10) business days after receipt of the Seller Demand Notice and (ii) within ten (10) business days of the Escrow Agent giving such notice to Buyer, Escrow Agent shall not have received a written notice from Buyer that Buyer disputes Seller’s claim for payment of the Deposit; and (5) In response to a written demand to Escrow Agent by the Buyer claiming that Buyer is entitled to receive payment of the Deposit pursuant to this Agreement and stating the basis for such claim by the Buyer (a “Buyer Demand Notice”), provided that (i) Escrow Agent shall have given notice to Seller of receipt of the Buyer Demand Notice (together with a copy of the Buyer Demand Notice) within ten (10) business days after receipt of the Buyer Demand Notice and (ii) within ten (10) business days of the Escrow Agent giving such notice to Seller, Escrow Agent shall not have received a written notice from Seller that Seller disputes Buyer’s claim for payment of the Deposit. (b) Upon delivery of the balance of the Deposit as provided herein, the Escrow Agent shall be held by relieved of all liability, responsibility or obligation with respect to or arising out of the Company until such Unreleased Shares are forfeited as Deposit. (c) The Escrow Agent, provided that the Escrow Agent is acting in Section 3.1good faith, until such Unreleased Shares are fully released from may conclusively presume the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody genuineness of all signatures on documents and instruments that the Escrow Agent receives and the authority of any certificates representing Unreleased Shares issued person purporting to Participantact on behalf of a party that is not a natural person. ParticipantThe Escrow Agent shall have no liability hereunder other than for acts or omissions of the Escrow Agent that constitute gross negligence, by acceptance bad faith or willful misconduct. (d) The duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith, including, without limitation, the other provisions of this Agreement, and shall be deemed required to appoint, act in respect of the Deposit only as provided in Paragraph 3 of this Agreement. Paragraph 3 of this Agreement sets forth all the obligations of the Escrow Agent with respect to any and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) all matters pertinent to the Company as may escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be required pursuant to implied from the Plan terms of this Agreement or this Agreement, and to execute such representations or any other documents or assurances as the Company or such representatives deem necessary or advisable agreement. The Escrow Agent shall incur no liability in connection with any the discharge of its obligations under this Agreement or otherwise in connection therewith, except such transfer. To the extent allowable by liability as may arise under applicable law and the applicable laws or rules of professional conduct applicable to the Escrow Agent. The Escrow Agent shall not be liable or responsible for the collection of the proceeds of any check payable or endorsed to the Escrow Agent hereunder. Buyer and Seller hereby certify that they are aware that the Federal Deposit Insurance Corporation (“FDIC”) coverages applies only to a maximum amount of $100,000 for each national securities exchange on individual depositor and that they are aware that the Escrow Agent assumes no responsibility for, nor will they hold the Escrow Agent liable for any loss occurring which arises from the Stock fact that the amount held by the Escrow Agent in any account may cause the aggregate amount of any individual depositors accounts to exceed $100,000.00 and that the excess amount is listed, not insured by the Company, or FDIC. (e) The Escrow Agent may consult with counsel of its designee, choice and shall not be liable for any act it may do action taken or omit omitted to do be taken by the Escrow Agent in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by the Escrow Agent. The Escrow Agent is acting as a stakeholder only with respect to holding the Shares Deposit. If any dispute arises as to whether the Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom all or any portion of the Deposit is to be delivered, the Escrow Agent shall not be required to make any delivery, but in escrow such event the Escrow Agent may hold the Deposit until receipt by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Deposit, directing the disposition of the Deposit, or in the absence of such authorization, the Escrow Agent may (i) hold the Deposit until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Deposit or (ii) deposit, at any time, the Deposit in the registry of a court of competent jurisdiction and while commence an action in the nature of an interpleader for a determination of the respective rights of Seller and Buyer in the Deposit and, in such case, recover the Escrow Agent’s costs and expenses, including a reasonable attorney’s fee; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. The Escrow Agent may require, as a condition to the disposition of the Deposit pursuant to written instructions an indemnification, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. (f) Seller and Buyer, jointly and severally, agree to reimburse the Escrow Agent on demand for, and to indemnify and hold the Escrow Agent harmless against and with respect to, any and all loss, liability, damage, or expense (including, without limitation, attorneys’ fees and costs, including in enforcing the foregoing indemnification) that the Escrow Agent may suffer or incur in connection with entering into Paragraph 3 of this Agreement and performance of its obligations under Paragraph 23 of this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the willful misconduct, bad faith or gross negligence of the Escrow Agent. Without in any way limiting the foregoing, in connection with any dispute involving disbursement of the Deposit, the Escrow Agent shall be reimbursed for the cost of all reasonable legal fees and costs incurred by it in acting in good faith faith, as the Escrow Agent hereunder. To the extent that any loss, cost, expense and/or damage has been asserted against, imposed upon or incurred by Escrow Agent hereunder (and in the exercise so long as Escrow Agent has not committed an act of its judgmentgross negligence or willful misconduct), as a result of a breach of this Agreement by Seller or Buyer, Seller and Buyer hereby agree that such breaching party shall be solely responsible for reimbursing Escrow Agent for such loss, cost expense and/or damage. (bg) The Company will retain custody Escrow Agent and any successor escrow agent, upon fifteen (15) business days’ notice in writing to all parties, may at any time resign as such by delivering the Deposit to either (i) any successor escrow agent designated in writing by all the parties hereto (other than the Escrow Agent), or (ii) any court having competent jurisdiction. Upon its resignation and delivery of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant Deposit as set forth in this Paragraph 23, the immediately preceding sentence, Participant Escrow Agent shall be entitled to receive on discharged of, and from, any and all further obligations arising in connection with the date escrow contemplated by this Agreement. (h) The provisions of such distribution or release an amount Paragraph 23 of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which this Agreement shall be equal to governed by and construed and enforced in accordance with the Fair Market Value laws of the notional shares State of Stock New York. All actions against the Escrow Agent arising under or relating to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares this Agreement shall be forfeited brought against the Escrow Agent exclusively in the event such Unreleased Shares are forfeitedAlbany County Supreme Court of the State of New York. (i) TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS AGREEMENT.

Escrow. (a) The Unreleased Shares At the Effective Time, Parent shall deliver, or cause to be held by delivered, on behalf of the Company until such Unreleased Shares are forfeited as provided in Section 3.1Securityholders, until such Unreleased Shares are fully released from an aggregate amount equal to ten percent (10%) of the Forfeiture Restriction as provided in Section 3.2Merger Consideration (the “Escrow Amount”), or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) which amount would otherwise have been deliverable to the Company Securityholders pursuant to Section 2.1(a), to Wachovia Bank N.A. (the “Escrow Agent”), as may Escrow Agent under an Escrow Agreement to be required entered into on the Closing Date by and among Parent, the Representative, on behalf of the Company Securityholders, and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”), for deposit into an account (the “Escrow Account”) established pursuant to the Plan or this Escrow Agreement. The Escrow Amount, together with all interest and earnings thereon while held in escrow under the Escrow Agreement, and are referred to execute such representations or other documents or assurances collectively in this Agreement as the Company or such representatives deem necessary or advisable in connection “Escrow Funds.” The Escrow Agreement provides Parent with any such transfer. To recourse against the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do Escrow Funds with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be Securityholders’ indemnification obligations under Section 12, subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable set forth therein. The Escrow Funds (or any portion thereof) shall be distributed to the Shares) until such timeRepresentative, if everon behalf of the Company Securityholders, as and Parent at the Unreleased Shares with respect to which such Retained Distributions shall have been madetimes, paid or declared shall have become vested pursuant to and upon the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release terms and distribution of such Retained Distributions to Participant as conditions set forth in the immediately preceding sentenceEscrow Agreement. Subject to Section 13.5, Participant the Representative will promptly distribute any and all Escrow Funds received by the Representative, on behalf of the Company Securityholders, from the Escrow Agent to the Company Securityholders in accordance with each Company Securityholder’s Pro Rata Share (as defined below) of such distribution. Each Company Securityholder’s “Pro Rata Share” shall be entitled a fraction identified on a schedule or exhibit to receive on the date Escrow Agreement, which shall represent the percentage of the aggregate Merger Consideration payable hereunder that is payable to such Company Securityholder; provided, however, any holder of Dissenting Shares shall not be deemed to be a Company Securityholder for purposes of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeiteddetermination.

Escrow. (a) The Unreleased Shares Securities and the Cash Payment shall be placed in escrow with Loeb & Loeb LLP, counsel to the Company (the “Escrow Agent”) , pursuant to the escrow agreement attached hereto as Exhibit D (the “Escrow Agreement”). Pursuant to the terms of the Escrow Agreement, prior to the consummation of the Acquisition, the Company shall be permitted to use the Cash Payment to purchase shares of the Common Stock (the “Exchange Shares”). In the event of such a purchase, the Exchange Shares will be held in escrow by Loeb & Loeb LLP. In the event that the Acquisition is not consummated, Loeb & Loeb will distribute the Exchange Shares and cash still held in escrow to the Investor and the Securities to the Company. In the event that the Acquisition is consummated, Loeb & Loeb will distribute the Exchange Shares or cash still held in escrow to the Company and the Securities to the Investor. If any Exchange Shares are distributed to the Investor by the Company until such Unreleased Shares are forfeited Escrow Agent, the Investor will be considered a Public Stockholder (as provided defined in Section 3.17.1) with respect to such shares for all intents and purposes with full rights thereof, until such Unreleased Shares are fully released including but not limited to the right to receive proceeds from the Forfeiture Restriction Trust Fund (as provided defined in Section 3.27.1) in liquidation.” 3. The last paragraph of Section 7.1 of the Subscription Agreement is hereby deleted in its entirety and replaced with the following: “For and in consideration of the Company entering into this agreement with the Investor, the Investor hereby agrees that, other than with respect t o the Exchange Shares, it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or any distributions from the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or until such time as this Agreement is no longer arising out of, being a holder of the Securities or any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever other than with respect to the Exchange Shares. The Investor acknowledges and agrees that, except with respect to any Exchange Shares distributed to the Investor by the Escrow Agent, with respect to which the Investor will be considered a Public Stockholder with full rights thereof, the Securities do not entitle the Investor to be considered a “Public Stockholder” pursuant to the Company’s Certificate of Incorporation, that the Securities would not be entitled to the redemption or liquidation distributions that a holder of shares purchased in effect. Participant shall not retain physical custody of any the Company’s initial public offering would be entitled to, and that the Company will place a legend on the certificates representing Unreleased Shares issued the Securities to Participantthat effect.” 4. ParticipantThe form of Warrant attached to the Subscription Agreement as Exhibit A is deleted in its entirety and replaced by Exhibit A attached hereto. 5. The Company acknowledges and agrees that, in the event that the Acquisition is not consummated by acceptance December 31, 2008, the Company will not seek to consummate the Acquisition or seek to locate an alternative target business and will use its commercially reasonable best efforts to seek the approval of this Agreementits stockholders to liquidate and dissolve the Company. 6. This Amendment No. 1 shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof. 7. This Amendment No. 1 may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to appointbe one and the same instrument, with the same effect as if the signatures thereto and does so appoint, hereto were upon the Company and each same instrument. A facsimile signature shall be deemed to be an original signature for purposes of its authorized representatives as Participant’s attorney(s)-in-fact this Amendment No. 1. 8. This Amendment No. 1 is intended to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) be in full compliance with the requirements for an amendment to the Company Subscription Agreement as may be required pursuant to by Section 7.4 of the Plan or this Subscription Agreement, and to execute every defect in fulfilling such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable requirements for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject an effective amendment to the Forfeiture Restriction Subscription Agreement is hereby ratified, intentionally waived and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined relinquished by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedall parties hereto.

Escrow. On or prior to April 30, 2019 (aor such later date prior to the Closing as mutually agreed by Purchaser and the Company), Pubco, the Sellers and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to Purchaser, the Sellers and the Company (the “Escrow Agreement”), pursuant to which Pubco shall deliver to the Escrow Agent the Escrow Shares to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms hereof and the Escrow Agreement. The Unreleased Shares Escrow Property shall be held by allocated among and transferred to the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effectSellers pro rata based on their respective Pro Rata Shares. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appointAmongst other things, the Company and each Escrow Agreement shall permit the Sellers after the Closing to (i) pledge their Pro Rata Share of the Escrow Property as collateral security for documented loans entered into by such Sellers, Pubco or its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained DistributionsSubsidiaries, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, including the Company, after the Closing or its designee(ii) transfer their rights to their Pro Rata Share of the Escrow Property to a third party, provided, that (A) in each case of clauses (i) and (ii), that the lender’s or transferee’s rights to any such pledged or transferred Escrow Property shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction provisions of this Section 2.5, including the forfeiture provisions herein, and the other Escrow Agreement, and such lender or transferee must acknowledge such in writing to Pubco and the Escrow Agent prior to the granting of any such pledge or the making of any such transfer; and (B) in event of a pledge under clause (i), such Seller may transfer such Escrow Property, including physical possession of documentation evidencing a Seller’s Pro Rata Share of the Escrow Property (including a share certificate or book entry, if any), to another escrow agent (including one affiliated with such lender), as selected by such Seller and reasonably acceptable to a Disinterested Independent Director Majority, to hold the Escrow Property in a segregated escrow account on the same terms and conditions as the Escrow Agent under this the Escrow Agreement that are applicable is required to hold such Escrow Property (other than adjustments to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release fees and distribution expenses of such Retained Distributions escrow agent as reasonably acceptable to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedDisinterested Independent Director Majority).

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Primary Sellers, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser, the Sellers and the Company (the “Escrow Agreement”), pursuant to which Pubco shall issue and deliver to the Escrow Agent a number of Exchange Shares (with each share valued at the Per Share Price) equal in value to fifteen percent (15%) of the Exchange Consideration issuable to the Sellers at the Closing based on the Estimated Closing Statement (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The Unreleased Shares Escrow Property shall be held allocated among and transferred to the Sellers pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Sellers under Section 2.5 and the obligations of the Sellers pursuant to Article IX (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Company until such Unreleased Shares are forfeited Parties as provided in Section 3.1, until such Unreleased Shares are fully released from an adjustment to the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effectnumber of shares of Exchange Consideration received by the Sellers pursuant to Article II hereof. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, Each Seller shall be deemed to appoint, and does so appoint, be the Company and each owner of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer Pro Rata Share of forfeited Unreleased the Escrow Shares (and Retained Distributionsduring the time such Escrow Shares are held in the Escrow Account, if any, paid on such forfeited Unreleased Shares) subject to the Company as may be required pursuant to retention of any dividends, distributions and other earnings thereon in the Plan or Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law Agreement and the applicable rules Escrow Agreement. Each Seller shall have the right to instruct the Escrow Agent how to vote its Pro Rata Share of each national securities exchange on which such Escrow Shares during the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and time held in the exercise of its judgmentEscrow Account as Escrow Shares. (b) The Company will retain custody of all cash dividends and other distributions Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is twelve (12) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased Shares (and such Retained Distributions will be subject any indemnification claims made in accordance with Article IX hereof on or prior to the Forfeiture Restriction Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article IX and the other terms and conditions under this Agreement that are applicable to Pubco Share Price as of the SharesExpiration Date) shall remain in the Escrow Account until such time, if ever, time as the Unreleased Shares with respect to which such Retained Distributions Pending Claim shall have been made, finally resolved and paid or declared shall have become vested pursuant to the Grant Noticeprovisions of Article IX. Retained Distributions After the Expiration Date, any Escrow Property remaining in the Escrow Account that were made or declared is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in cash will favor of an Indemnified Party, shall be deemed reinvested in notional shares of Stock transferred by the Escrow Agent to the Sellers, with each such that upon release and distribution Seller receiving its Pro Rata Share of such Retained Distributions to Participant as set forth Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the immediately preceding sentenceEscrow Account to the Sellers, Participant shall be entitled to receive on the date with each such Seller receiving its Pro Rata Share of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Property.

Escrow. (a) Prior to the Closing, the Seller and the Purchaser shall enter into an escrow agreement with a bank or trust company selected by the Purchaser and 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 Escrow Agent in accordance with 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 (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 Unreleased Shares Escrowed Cash shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Escrow Agent pursuant to the Plan or this terms of the Escrow Agreement, . The Escrowed Cash shall be held as a trust fund and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable 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 any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith purposes and in accordance with the exercise terms of its judgmentthis Agreement and the Escrow Agreement. (b) The Company will retain custody 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 the terms of the Escrow Agreement, the Purchaser and the Seller shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to the Seller all cash dividends and other distributions remaining funds in the Indemnity 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) (“Retained Distributions”) made or declared with respect to Unreleased Shares (a Straddle Period) and such Retained Distributions will available to be subject distributed pursuant to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares Escrow Agreement. The Escrowed Cash with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Adjustment Escrow Account shall be entitled to receive on the date of such distribution released as specified in Section 2.8(d), Section 2.8(e) or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedSection 2.8(g).

Escrow. (a) The Unreleased Shares shall be held by On the Company until such Unreleased Shares are forfeited as provided in Section 3.1Closing Date, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appointPurchaser, the Company and each the Sellers’ Representatives, on behalf of and as representatives of Main Sellers, shall enter into the Escrow Agreement with the Escrow Agent, and Purchaser, on behalf of Main Sellers, shall deposit the Escrow Amount into the Escrow Account. The Escrow Account shall be available for the payment of claims by the Purchaser Indemnified Person for indemnification as set forth in ARTICLE IX. The Escrow Account shall also be available to Purchaser (at its sole option) for any amounts owed to it pursuant to Sections 1.3, 1.4, 1.5 or 11. 1. Each Main Seller’s respective interest in the Escrow Account shall equal the amount of the Escrow Account, plus any interest that accrues in respect of the Escrow Amount due to such Main Seller, multiplied by his, her of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentPro Rata Percentage. (b) The Escrow Agreement shall provide for the release of a portion of the Escrow Amount to Main Sellers, in accordance with their Pro Rata Percentages, as follows: (i) On March 31, 2016, an amount equal to 24.5% of the Enterprise Value, less the aggregate amount of claims for indemnification which have been paid or have been asserted by the Purchaser Indemnified Parties through such date, if any; (ii) On March 31, 2017, an amount equal to an amount equal to 17.5% of the Enterprise Value, less (i) the aggregate amount of claims for indemnification which have been asserted by the Purchaser Indemnified Parties through such date, if any, and (ii) US$500,000 to remain in the Escrow Account solely to cover claims relating to breach of Tax Representations (it being specified that this US$500,000 amount shall only be taken out from the Company will retain custody Managers’ portion of the Escrow Account); and (iii) On January 1, 2019, all cash dividends and other distributions amounts left in the Escrow Account, less the aggregate amount of claims for indemnification which have been asserted by the Purchaser Indemnified Parties through such date, if any. (“Retained Distributions”c) made or declared Any unreleased amounts shall be retained by the Escrow Agent. The amounts in the Escrow Amount so retained shall be released by the Escrow Agent upon the resolution of such claims, to the extent not utilized to pay the Purchaser Indemnified Parties for any such claims resolved in favor of a Purchaser Indemnified Party, in accordance with respect the resolution of such claims. (d) Notwithstanding anything contained herein to Unreleased Shares the contrary, the Parties acknowledge the ability (and such Retained Distributions will be subject to the Forfeiture Restriction agreement of the Escrow Agent) of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to withdraw a portion of his Pro Rata Percentage of the Escrow Account solely to purchase ADSs of Cheetah Mobile Inc.; provided, that, such ADSs are placed into a share escrow account and that appropriate documentation is entered into that will provide for liquidation of such ADSs and the other terms and conditions under this Agreement that are applicable deposit of the cash proceeds thereof into the Escrow Account to the Shares) until such time, if ever, as the Unreleased Shares with respect satisfy claims to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice▇▇. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited▇▇▇▇▇▇▇▇▇ Alabert’s Pro Rata Percentage is not sufficient.

Escrow. At the Closing, the Company shall cause to be deposited, cash and shares of BE Stock valued at the BE Closing Price in an aggregate amount equal to One Hundred and Twenty (a120%) percent multiplied by the Reference Price, less Fourteen Million Six Hundred Thousand Dollars ($14,600,000) ("the Escrowed Shares"), into an escrow account ("Escrow") to be established with an escrow agent (the "Escrow Agent") selected by the Company, reasonably acceptable to the Shareholders, pursuant to an escrow agreement, dated the Effective Date, substantially in the form of Exhibit C-1 (the "Escrow Agreement"). The Unreleased Escrow Agent will hold the cash and Escrowed Shares as provided by the Escrow Agreement as security for the obligations of the Shareholders under Sections 2.2 and 11.2 hereof. The Escrow Agreement shall provide for the distribution of the cash and Escrowed Shares (or proceeds from the sale thereof) from the Escrow pursuant to Sections 2.2(a), (b), (c) and (d), subject to claims of the Company under Section 11.2. Following the initial distribution from Escrow of cash and Escrowed Shares, or proceeds from the sale thereof, pursuant to Section 2.2(a), the Escrow Agent shall hold the remaining Escrowed Shares, or proceeds therefrom, equal to ten (10%) of the Net Consideration, subject to further distribution in accordance with Sections 2.2(b), (c) and (d). All interest, dividends or other amounts earned with respect to the proceeds from the Escrowed Shares (excluding the Escrowed Shares that are to be distributed to the Company under Section 2.2(a)(ii)) shall accrue to the benefit of the Shareholders. The Shareholder Representative shall have the right to direct the Escrow Agent with respect to the investment of all cash proceeds in the Escrow as and to the extent permitted in the Escrow Agreement. Any fees from and after the Effective Date for maintaining the Escrow shall be paid from earnings on all amounts in the Escrow, and if either is not practical or if necessary, paid directly by the Shareholders. After payment or provision for all Escrow expenses, the investment earnings may be, from time to time, withdrawn from the Escrow by the Shareholder's Representative for the benefit of the Shareholders. The Shareholder's Representative shall give prompt notice to the Company of its intent to make any withdrawal from the Escrow Account and the Company agrees that it shall issue any joint instruction that may be necessary to authorize the Escrow Agent to release such amounts to the Shareholders. No Escrowed Shares, or proceeds from the sale thereof, shall be distributed to Shareholders' Representative or any Shareholder except pursuant to the Escrow Agreement in compliance with the terms and conditions of this Agreement. With respect to any Escrowed Shares released from the Escrow to either the Shareholders, Shareholders' Representative or the Company, such shares shall be valued at the BE Closing Price without reference to the stock's then actual market price. The Shareholders shall be responsible for, and without using any assets in the Escrow (other than interest, dividends and other earnings) shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares. The Shareholders and Company agree that all Escrowed Shares shall be held sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall be substituted in place of the Escrowed Shares. Accordingly, the Shareholders hereby irrevocably authorize and direct the Escrow Agent and any agents or representatives of the Company to take any and all actions necessary or appropriate, in such Person's sole and absolute discretion, to effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares a written notice (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesa "Sale Notice") to the Company as may be required pursuant delivered to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Agent. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.

Escrow. (a) The Unreleased Shares If the Escrow Agent receives joint written instructions at any time after October 31, 2008 (the “Release Date”) signed by Mascoma and the Celsys Stockholders Representative directing the disposition of all or any portion of the Escrow Account, the Escrow Agent shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released release from the Forfeiture Restriction Escrow Account the number of shares of Escrow Shares set forth in such instructions as provided in Section 3.2, or until such time soon as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) practicable to the Company appropriate party identified in such instructions, as may be required pursuant to promptly as practicable after the Plan or this Agreement, and to execute date of the Escrow Agent’s receipt of such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentinstructions. (b) The Company will retain custody If at any time prior to the Release Date, Mascoma seeks the release of all cash dividends and other distributions or any portion of the Escrow Shares, it shall provide written notice substantially in the form of Exhibit B hereto (a “Retained DistributionsClaim Notice”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction Escrow Agent and the other terms and conditions under this Celsys Stockholders Representative (i) stating the claimed Indemnifiable Amounts in accordance with the provisions of Article VIII of the Merger Agreement that are applicable to (the Shares“Claimed Amount”) until such time(ii) setting forth the Series B I Preferred Stock Value, if everthe Offering Price (as defined in the Restated Charter) or the Common Stock 409A Value, as the Unreleased case may be, and (iii) setting forth the number of Escrow Shares with respect representing the value of the Claimed Amount (the “Claimed Escrow Shares”). (c) By no later than 5:00 PM EST on the tenth (10th) business day after receipt of a Claim Notice, the Celsys Stockholders Representative may deliver to Mascoma and the Escrow Agent a written response (the “Response”) in which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant the Celsys Stockholders Representative will either: (i) agree that Mascoma is entitled to receive all of the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as Claimed Escrow Shares set forth in the immediately preceding sentence, Participant shall be Claim Notice and direct the Escrow Agent to deliver to Mascoma the Claimed Escrow Shares from the Escrow Account as promptly as practicable; or (ii) dispute that Mascoma is entitled to receive on all or any portion of the date Claimed Escrow Shares, in substantially the form of Exhibit C hereto (in such distribution or release an amount of cash or event, the Response will be referred to as an “Objection Notice”) which Objection Notice shall set forth the number of whole shares of Stock or a combination thereof, as determined Escrow Shares representing the portion of the Claimed Escrow Shares disputed by the CommitteeCelsys Stockholders Representative (the “Disputed Escrow Shares”). (d) In the event that the Escrow Agent receives an Objection Notice from the Celsys Stockholders Representative within such ten (10) business day period disputing Mascoma’s right to all or any portion of the Claimed Escrow Shares sought in the Claim Notice, then the Escrow Agent shall (i) continue to hold the Disputed Escrow Shares, together with any portion of the Escrow Shares not subject to such Claim Notice and (ii) deliver to Mascoma the Claimed Escrow Shares, less the Disputed Escrow Shares. In the event the Celsys Stockholders Representative fails to respond in the ten (10) business day period, then the Escrow Agent shall deliver the Claimed Escrow Shares to Mascoma as promptly as practicable days following the end of such ten (10) business day period. (e) On the Release Date, the aggregate fair Celsys Stockholders Representative shall deliver written notice to the Escrow Agent and Mascoma (a “Release Notice”) of the termination of the Escrow Account and setting forth therein the Celsys Stockholders Representative’s calculation of the number of shares of Mascoma Series B1 Preferred Stock representing the value of which the Escrow Shares that are not subject to then pending Claim Notices (the “Release Escrow Shares”). Mascoma shall deliver a written response to the Celsys Stockholders Representative and the Escrow Agent by no later than 5:00 PM EST on the tenth (10th) business day after receipt of the Celsys Stockholders Representative’s Release Notice of (i) Mascoma’s agreement with the Celsys Stockholders Representative’s calculation of the Release Escrow Shares or (ii) Mascoma’s objection to the Celsys Stockholders Representative’s calculation of the Release Escrow Shares. If Mascoma objects to the release of any Release Escrow Shares, then the Escrow Agent shall deliver to the Celsys Stockholders Representative the Release Escrow Shares, less the number of shares set forth in Mascoma’s written objection to the Release Notice. In the event Mascoma fails to respond in the ten (10) business day period, then the Escrow Agent shall deliver the Release Escrow Shares to the Celsys Stockholders Representative as promptly as practicable following the end of such ten (10) business day period. Any Escrow Shares not released due to any then pending Claim Notices and/or due to any then pending Objection Notices and/or due to Mascoma’s objection pursuant to this Section 3(e) shall be equal released as promptly as practicable upon the resolution thereof. Mascoma and the Celsys Stockholders Representative shall engage in good faith efforts to resolve, in a timely manner, any disputes which may arise between them under this Agreement by any means which they mutually deem appropriate, including conciliation, seeking assistance of experts, or otherwise. Any dispute, which Mascoma and the Celsys Stockholders Representative are unable to resolve after such efforts, shall be resolved by arbitration conducted in accordance with the dispute resolution provisions of the Merger Agreement, which may be initiated at the election of either Mascoma or the Celsys Stockholders Representative by notice given to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedother party.

Escrow. 5.3.1 The Escrow Fund shall be the exclusive source of recovery in respect of each of VSI's and Seller's indemnification obligations pursuant to Section 4 hereof or otherwise arising under this Agreement (aincluding the Schedules hereto) or any other agreement between Buyer and VSI or Seller entered into in connection herewith, including any claim based upon each of VSI's and Seller's warranties, representations and covenants contained herein including those contained in Section 5.1 hereof. The Unreleased Shares Escrow Fund shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1and distributed, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participantwith interest, by acceptance of this Bank One Texas, N.A. (the "Escrow Agent"), pursuant to an Escrow Agreement in the form set forth as Exhibit "C" hereto (the "Escrow Agreement"), which shall be deemed to appointexecuted and delivered by VSI, Seller and does so appoint, Buyer at the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentClosing. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant 5.3.2 Buyer shall be entitled to receive on from the date of such distribution or release an amount of cash or the number of whole shares of Stock or Escrow Fund a combination thereof, as determined by the Committee, the aggregate fair value of which shall be payment equal to the Fair Market Value amount, if any, provided for in Section 5.1 hereof without regard to the Floor Amount. 5.3.3 Subject to Sections 4.5.2 and 5.3.6 hereof, Seller and VSI shall be entitled to receive from the Escrow Fund the costs of Environmental Remediation at all Facilities not excluded by Buyer from the Assets pursuant to Section 5.5.2 hereof and in accordance with the terms of the notional shares Escrow Agreement. 5.3.4 In the event that any Buyer Indemnitee has any claim for damages based upon VSI's and Seller's warranties, representations and covenants contained herein or otherwise arising hereunder or any other agreement between Buyer and VSI or Seller entered into in connection herewith (other than VSI's and Seller's obligations under Section 5.1 hereof), Buyer shall give written notice of Stock same to which VSI and Seller and shall forward a copy of such released Retained Distributions relatenotice to the Escrow Agent. Any Retained Distributions with respect If VSI or Seller has not corrected or remedied such failure of performance, representation, warranty or covenant within 30 days following receipt of such notice, then VSI and Seller acknowledge, subject to Unreleased Shares the provisions of Section 5.15 hereof, that Buyer shall be forfeited entitled to receive from the Escrow Fund, in accordance with the terms of the Escrow Agreement, the amount of indemnification that Buyer is due pursuant to this Agreement. 5.3.5 Provided no dispute or disputes in excess of an aggregate of $3,000,000 (or $2,000,000, if that part of the Escrow Fund subject to Section 5.3.6 hereof has been released to VSI or Seller), less the amount of any payments theretofore made in satisfaction of Seller's or VSI's indemnification and guaranty obligations hereunder, exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Escrow Fund on the first anniversary of the Closing Date, then $1,000,000, less the amount of any payments in satisfaction of VSI's or Seller's indemnification and guaranty obligations hereunder, will be released to Seller or VSI on the first business day following such first anniversary of the Closing Date. To the extent such a dispute or disputes do exist as to a Claim or Claims on the first anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the provisions of the Escrow Agreement until such Claim or Claims have been fully resolved. Provided no dispute or disputes in excess of an aggregate of $2,000,000 (or $1,000,000, if that part of the Escrow Fund subject to Section 5.3.6 hereof has been released to VSI or Seller), less the amount of any payments theretofore made in satisfaction of Seller's or VSI's indemnification and guaranty obligations hereunder, exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Escrow Fund on the second anniversary of the Closing Date, then an additional $1,000,000, less the amount of any payments theretofore made in satisfaction of VSI's or Seller's indemnification and guaranty obligations hereunder, will be released to Seller or VSI on the first business day following such second anniversary of the Closing Date. To the extent such a dispute or disputes do exist as to a Claim or Claims on the second anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the provisions of the Escrow Agreement until such Claim or Claims have been fully resolved. Provided no dispute or disputes exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Escrow Fund on the third anniversary of the Closing Date, then the remainder of the Escrow Fund will be released to Seller or VSI on the first business day following such third anniversary of the Closing Date and the Escrow Agreement shall thereupon terminate. To the extent a dispute or disputes do exist as to a Claim or Claims on the third anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims will be withheld from such release of the Escrow Fund and will continue to be held in accordance with the provisions of the Escrow Agreement until such Claim or Claims have been fully resolved. Seller's and VSI's obligations hereunder shall not be affected by any termination of the Escrow Agreement. 5.3.6 On or before the first anniversary of the Closing Date, VSI shall certify in writing to Buyer that VSI or Seller or both have completed the Environmental Remediation of the Environmental Contamination identified by the Environmental Due Diligence Review as required by the terms of Section 4.5 hereof as to all Facilities not excluded by Buyer pursuant to Section 5.5.2 hereof as well as any Environmental Contamination identified during the Environmental Remediation (or, in the event that such Unreleased Shares are forfeitedEnvironmental Remediation is not completed at the first anniversary of the Closing Date, VSI shall deliver a certificate of the environmental engineering and consulting firm which is effecting such Environmental Remediation estimating the additional time required for such completion and the additional cost thereof ("Estimated Additional Remediation Cost"). Upon delivery to Buyer of VSI's certificate or the certificate of such firm, as the case may be, an amount equal to $1,000,000, less the sum of (i) the aggregate cost of such Environmental Remediation (including the Estimated Additional Remediation Cost) and (ii) the aggregate amount of other Losses of all other Buyer Indemnitees subject to indemnification pursuant to Section 4.1 hereof in excess of $3,000,000, shall forthwith be released to VSI and Seller out of the Escrow Fund. In the event that such Environmental Remediation was not completed at the first anniversary of the Closing Date, VSI shall deliver to Buyer a certificate of completion thereof upon such completion containing a statement of the aggregate cost of the Environmental Remediation effected following such first anniversary, and Buyer shall immediately release to Seller or VSI out of the Escrow Fund the amount, if any, which would have been released to Seller or VSI under this Section 5.3.6 following such first anniversary had such actual cost, rather than the Estimated Additional Remediation Cost, been used in such calculation.

Escrow. (a) The Unreleased Shares Buyers and Seller agree that the Escrow Amount shall be held by placed in escrow with Buyers at Texas Commerce Bank, National Association, for a period beginning on the Company until such Unreleased Shares are forfeited Closing and ending on the 24-month anniversary of the Closing, to be disbursed solely upon the joint signatures of the Buyers and Seller, all as set forth below, provided in Section 3.1, until such Unreleased Shares are fully released that one-half of the Escrow Amount shall be disbursed to Seller automatically on the 12-month anniversary of the Closing. Disbursements from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, Escrow Amount shall be deemed to appoint, and does so appoint, made for the Company and each payment of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsamounts, if any, paid on such forfeited Unreleased Shares) needed to satisfy the Company as may be required indemnification rights of the Buyers pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentArticle XII hereof. (b) The Company will retain custody Escrow Amount or the appropriate portion thereof shall be disbursed to Buyers during the period ending on the 24-month anniversary of all cash dividends the Closing at any time or from time to time, upon the Buyers, giving Seller a Notice of Claim unless Seller delivers a Notice of Objection (as hereafter defined) in accordance with the procedures described in this Section 12.06. Such Notice of Claim must be for a specified amount. (i) Seller may give the Buyers written notice ( Notice of Objection ) (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of the Seller, the claim described in such Notice of Claim is invalid (either in whole or in specified part) under the terms of Article XII hereof, (C) giving the reasons for the alleged invalidity, and other distributions (“Retained Distributions”D) made or declared with respect to Unreleased Shares (and stating that, based on such Retained Distributions will be subject alleged invalidity, the Seller objects to the Forfeiture Restriction and payment of any portion of the other terms and conditions under this Agreement that are applicable Escrow Amount to the Shares) until requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, the Seller, within 30 days of the receipt of such timeNotice of Claim, if ever, may agree to pay over to the Buyers that portion of the amounts specified in such Notice of Claim as the Unreleased Shares with respect to which such Retained Distributions shall have no objection is made. The Seller is not required to agree to make any payments to Buyers in respect of a Notice of Claim that has been made, paid or declared shall have become vested pursuant objected to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares a Notice of Stock such that upon release and distribution of such Retained Distributions Objection given to Participant Buyers as set forth aforesaid except (X) as provided in the immediately preceding sentence, Participant or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph ii below. (ii) Buyers and Seller agree to submit to final and binding arbitration any and all disputes Seller has specified in a Notice of Objection or Buyers have specified in a Notice of Claim to which the Seller has not responded within 30 days of receipt of such Notice of Claim. Any such dispute subject to arbitration in accordance with the American Arbitration Association rules. (c) The Escrow Account shall be entitled to receive terminated on the date 24-month anniversary of the Closing Date; PROVIDED, HOWEVER, that the Escrow Account may continue beyond such distribution 24-month anniversary, if Buyers have asserted indemnification claims, and any such claims remain unsatisfied (but only to the extent necessary to satisfy such unsatisfied claims). Upon termination of the Escrow Account, all remaining amounts therein that constitute the Escrow Amount and that have not been paid or release an amount of cash are not properly payable to third parties, or the number of whole shares of Stock or a combination thereofto Buyers pursuant hereto, as determined by the Committee, the aggregate fair value of which shall be equal disbursed to Seller along with all interest that has accrued on the Fair Market Value of Escrow Amount during the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in period ending 24 months after the event such Unreleased Shares are forfeitedClosing.

Escrow. (a) The Unreleased JNE Escrow Shares shall be held by placed with an escrow agent, satisfactory to AFNS and JNE for a period beginning on the Company until such Unreleased Shares are forfeited Closing Date and ending on the Escrow Termination Date, to be disbursed solely upon the joint signatures of ANFS, AMERINET and JNE, all as provided in Section 3.1, until such Unreleased Shares are fully released set forth below. Disbursements from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, escrow shall be deemed to appoint, and does so appoint, made for the Company and each payment of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsamounts, if any, paid on such forfeited Unreleased Shares) to satisfy the Company as may be required indemnification rights of ANFS and AMERINET pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentSection 11 hereof. (b) The Company will retain custody JNE Escrow Shares shall be disbursed during the term hereof at any time, or from time to time, as ANFS or AMERINET may give JNE a Notice of all cash dividends Claim. Such Notice of Claim must be for a specified amount. (i) JNE may give AMERINET a written Notice of Objection: (1) attaching a copy of such Notice of Claim; (2) stating that, in the good faith opinion of JNE, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the terms of Section 11 hereof; (3) giving the reasons for the alleged invalidity; and other distributions (“Retained Distributions”4) made or declared with respect to Unreleased Shares (and stating that, based on such Retained Distributions will be subject alleged invalidity, JNE object to the Forfeiture Restriction and payment of any portion of the other terms and conditions under this Agreement that are applicable JNE Escrow Shares to the Sharesrequesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, JNE, within thirty (30) until days of the receipt of such timeNotice of Claim, if everagrees to pay over to ANFS or AMERINET, as applicable, that portion of the Unreleased Shares with respect amounts specified in such Notice of Claim as to which such Retained Distributions shall have no objection is made. JNE is not required to agree to make any payments to ANFS or AMERINET in respect of a Notice of Claim that has been made, paid or declared shall have become vested pursuant objected to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares a Notice of Stock such that upon release and distribution of such Retained Distributions to Participant Objection except as set forth provided in the immediately preceding sentence. (ii) ANFS, Participant AMERINET, RETN and JNE agree to submit to final and binding arbitration any and all disputes JNE has specified in a Notice of Objection or ANFS or AMERINET have specified in a Notice of Claim to which JNE has not responded within thirty (30) days of receipt of such Notice of Claim. Any such dispute is subject to arbitration in accordance with the JAMS Rules as provided in Section 11 hereof. (c) The escrow shall be entitled to receive terminated on the Escrow Termination Date; provided, however, that the escrow may continue beyond such date of if ANFS or AMERINET has asserted an indemnification claim, and any such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedclaim remains unsatisfied.

Escrow. (a) At or prior to the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit 1,500,000 shares of Purchaser Common Stock from the portion of Stockholder Merger Consideration otherwise deliverable to the Significant Company Stockholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Escrow Account”) in accordance with the terms of hereof and the Escrow Agreement. The Unreleased Escrow Shares shall be held allocated among the Significant Company Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, and a source of payment of, the Purchaser Indemnified Parties’ indemnity rights pursuant to ARTICLE VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Company until such Unreleased Shares are forfeited Parties as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) an adjustment to the number of shares of Stockholder Merger Consideration received by the Significant Company as may be required Stockholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentARTICLE I hereof. (b) The Company will retain custody of all cash dividends and other distributions Escrow Shares shall no longer be subject to any indemnification claim after the date which is six (6) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased any indemnification claims made in accordance with ARTICLE VI hereof prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser under ARTICLE VI and the Purchaser Common Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of ARTICLE VI. After the Expiration Date, any remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, if any, shall be disbursed by the Escrow Agent to the Significant Company Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Escrow Shares (and such Retained Distributions will be subject any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any remaining Escrow Shares remaining in the Escrow Account to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable Exchange Agent for distribution to the Shares) until such timeSignificant Company Stockholders, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution each Significant Company Stockholder receiving its Pro Rata Share of such Retained Distributions to Participant as set forth in the immediately preceding sentenceEscrow Shares (and any dividends, Participant shall be entitled to receive on the date of such distribution distributions or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedother income thereon).

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-inIf either party reasonably anticipates that a Non-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall Mandatory Consent will not be liable for any act it may do or omit obtained prior to do with respect to holding Closing, then the Shares in escrow and while acting parties will negotiate in good faith to enter into an escrow agreement to establish an escrow account (the "ESCROW ACCOUNT") with an escrow agent, all as mutually agreed between the parties. At Closing, Buyer shall deposit into the Escrow Account an amount equaling the value of each Non-Mandatory Consent, as stipulated in Part C of Section 10.c. of Seller's Disclosure Schedule (the "STIPULATED CONSENT VALUE"), that is not obtained by Seller prior to or on the Closing Date (the "ESCROW AMOUNT"). At any time after the Closing Date and prior to the end of the ninth full calendar month following the Closing Date (the "CONSENT DEADLINE"), if Seller obtains any Non-Mandatory Consent that Seller had not obtained prior to Closing (a "POST-CLOSING CONSENT"), then the Seller shall promptly provide to Buyer a copy (or other satisfactory evidence) of the obtained Post-Closing Consent. Within five (5) Business Days of Buyer's receipt of the copy (or other evidence) of the Post-Closing Consent, Buyer shall instruct the escrow agent to release from the Escrow Account that portion of the Escrow Amount that corresponds to the Stipulated Consent Value of the Post-Closing Consent, plus any interest accrued on such portion. The Escrow Account shall remain in place until the exercise earlier of its judgment. (bi) The Company will the date on which all Post-Closing Consents have been obtained by Seller and (ii) the Consent Deadline. If on the Consent Deadline, Seller has not obtained all of the Post-Closing Consents, then Buyer may close the Escrow Account and retain custody any remaining portion of all cash dividends and other distributions (“Retained Distributions”) made the Escrow Amount including interest on such remaining portion. If any Post-Closing Consents that are not obtained on or declared with respect prior to Unreleased Shares (and such Retained Distributions will be the Closing Date are subsequently granted subject to a condition that would have a material adverse effect on the Forfeiture Restriction and operations of the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect Acquired Company to which such Retained Distributions Post-Closing Consent pertains, Buyer and Seller shall have been made, paid or declared shall have become vested pursuant negotiate in good faith to determine an amount that reasonably compensates the Grant NoticeAcquired Company for such material adverse effect. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Such compensatory amount shall be entitled deducted from the portion of the Escrow Amount to receive on the date of be disbursed to Seller and such distribution or release an deducted amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal released to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedBuyer.

Escrow. (a) On the Closing Date, the Buyer shall deliver to the Escrow Agent the General Escrow Merger Consideration and the Tax Escrow Merger Consideration deliverable pursuant to Section 1.5, for the purpose of securing the applicable indemnification obligations of the Indemnifying Shareholders set forth in this Agreement. The Unreleased Shares General Escrow Merger Consideration and the Tax Escrow Merger Consideration shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Escrow Agent under the Forfeiture Restriction as provided in Section 3.2, or until such time as this General Escrow Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this and the Tax Escrow Agreement, shall be deemed to appointrespectively, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, terms thereof. The Escrow Merger Consideration shall be held as a trust fund and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable 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 any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith purposes and in accordance with the exercise terms of its judgmentthe Escrow Agreements. (b) The adoption of this Agreement and the approval of the Merger by the shareholders of the Company will retain custody shall constitute approval of the Escrow Agreements and of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to of the Forfeiture Restriction arrangements relating thereto, including the placement of the Escrow Merger Consideration in escrow and the other terms appointment and conditions under this Agreement that are applicable to authority of the SharesIndemnification Representatives. (c) until such timeNotwithstanding the initial allocation in accordance with Section 1.5(e), if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Indemnification Representatives shall be entitled to receive on instruct the date of Escrow Agent to reallocate the amounts held under the General Escrow Agreement and the Tax Escrow Agreement in accordance with that certain letter agreement dated August 12, 2004 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Summit Partners, L.P. and the other parties named therein, and the Preferred Shareholders and Common Shareholders shall be bound by any determination by the Indemnification Representatives in this regard; provided that such distribution agreement shall not in any manner reduce, delay or release an amount of cash impair any distributions to the Buyer from the General Escrow Agreement or the number Tax Escrow Agreement pursuant to Article VI hereof. The determination of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which Indemnification Representatives regarding any such reallocation shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions binding and non-appealable with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedCommon Shareholders and the Preferred Shareholders.

Escrow. Sellers agree that the sum of One Million Dollars ($1,000,000.00) (the “Escrow Funds”) from the Purchase Price due to Sellers at Closing shall be set aside and deposited into an escrow pursuant to the terms of the Escrow Agreement attached hereto as Exhibit B (the “Escrow Agreement”), which shall be executed by the Parties and Escrow Agent on the Closing Date. All of Buyer’s claims for Liabilities arising under this Agreement (including, but not limited to, Sellers’ breach of representations, warranties or covenants contained herein) shall be made against the Escrow Funds under the terms of the Escrow Agreement. The Escrow Agreement shall be for a term of eighteen (18) months following the Closing Date. On the date that is nine (9) months after the Closing Date (the “First Release Date”), one-half (1/2) of the Escrow Funds shall be released to Sellers, less (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody amount of any certificates representing Unreleased Shares issued disbursements made to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, Buyer in accordance with the Escrow Agreement and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions any outstanding unresolved claims that were made or declared in cash will by Buyer against Sellers pursuant to this Agreement prior to the First Release Date; provided, however, (i) no such release shall cause the Escrow Funds on deposit with escrow to be deemed reinvested in notional shares less than Five Hundred Thousand Dollars ($500,000.00), and (ii) if the Escrow Funds on deposit with escrow as of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentenceFirst Release Date 10 The Wellington, Participant Salt Lake City, Utah ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ The Charleston Cedar Hills, Utah are less than Five Hundred Thousand Dollars ($500,000.00), then no Escrow Funds shall be entitled released to receive Sellers on the First Release Date. On the date that is eighteen (18) months after the Closing Date (the “Second Release Date”), the balance of such distribution or release an the Escrow Funds then on deposit with escrow shall be released to Sellers, less the amount of cash or outstanding unresolved claims made by Buyer against Sellers pursuant to this Agreement on the number of whole shares of Stock or a combination thereofSecond Release Date, as determined which amounts shall be retained by the Committee, escrow to be held and invested by it under the aggregate fair value terms of which shall be equal to Escrow Agreement until such claims are finally resolved and then disbursed in accordance with the Fair Market Value terms of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. (a) As soon as practicable after the Effective Time, the Escrow Shares (as defined in Section 1.10(c)), without any act of any Shareholders, will be deposited by Parent into an escrow fund with an independent escrow company mutually acceptable to the Parent and the Company (the "Escrow Fund") to be governed by the terms set forth herein and the Escrow Agreement in the form of Exhibit C (the "Escrow Agreement"). The Unreleased Shares Escrow Fund shall be held by available to indemnify the Company until such Unreleased Shares are forfeited as provided Parent for losses resulting from breaches of representations, warranties and covenants contained in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody Subject to the following requirements, the Escrow Fund shall remain in existence (the "Escrow Period") until twelve (12) months after the Closing. Upon the expiration of all cash dividends such Escrow Period, the Escrow Shares shall be distributed to the Shareholders in accordance with the provision of the Escrow Agreement and other distributions (“Retained Distributions”) made or declared the Escrow Fund shall terminate with respect to Unreleased Shares all Escrow Shares; provided, however, that the number of Escrow Shares, which, in the good faith, reasonable judgment of Parent are necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in the Escrow Agreement) delivered to the Agents prior to the expiration of such Escrow Period, shall remain in the Escrow Fund (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the SharesEscrow Fund shall remain in existence) until such timeclaims have been resolved. As soon as all such claims have been resolved, if everParent shall deliver to the Shareholders all Parent Common Stock and Parent Preferred Stock remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Parent Common Stock and Parent Preferred Stock to the Shareholders pursuant to this Section 1.10(b) and the Escrow Agreement shall, as the Unreleased Shares subject to any claims having been made specifically with respect to which such Retained Distributions shall have been madeany Key Shareholder's Parent Common Stock and Parent Preferred Stock remaining in the Escrow Fund, paid or declared shall have become vested pursuant be made in proportion to their respective original contributions to the Grant NoticeEscrow Fund. (c) For purposes of this Agreement, "Escrow Shares" shall mean twenty percent (20.0%) of the Consideration. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the The number of whole shares of Stock or a combination thereof, as determined to be contributed to the Escrow Fund by the Committee, the aggregate fair value of which each Shareholder shall be equal to the Fair Market Value ratio of (A) the number of shares of the notional Consideration to be issued in the Merger to such Shareholder to (B) the number of shares of Stock the Consideration to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited issued in the event such Unreleased Shares are forfeitedMerger to all Shareholders.

Escrow. (a) The Unreleased Shares At the Closing, (i) $9,450,000 of the Cash Escrow and all ------ of the shares of URI Common Stock constituting the Stock Escrow shall be held by deposited with Wilmington Trust Company (the Company until such Unreleased Shares are forfeited as provided in Section 3.1"Escrow Agent") pursuant to, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, and ------------ shall be deemed to appointheld, applied and disbursed in accordance with, an escrow agreement substantially in the form of Exhibit E-1 hereto (the "Adjustments Escrow"), and does so appoint----------- ------------------ (ii) the balance of the Cash Escrow shall be deposited with the Escrow Agent pursuant to, and shall be held, applied and disbursed in accordance with, an escrow agreement substantially in the Company form of Exhibit E-2 hereto (the "Indemnity ----------- --------- Escrow"). All interest and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (dividends earned on the Adjustments Escrow and Retained Distributions, if any, the ------ Indemnity Escrow during the respective terms thereof shall be paid on such forfeited Unreleased Shares) to the Company as may be required parties entitled, pursuant to the Plan or this Agreementprovisions hereof and thereof, and to execute the principal amount of such representations or other documents or assurances as the Company or Escrows on a pro rata basis in relation to such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmententitlements. (b) The Company will retain custody of all cash dividends It is acknowledged and other distributions (“Retained Distributions”) agreed that the adjustments made or declared with respect to Unreleased Shares (the Assets Purchase Price, the Rylan Purchase Price, the SMSV Merger Consideration and such Retained Distributions the HR Merger Consideration on the Closing Date will be subject based on information prepared by the Sellers and delivered to URI. To the extent that the aggregate amount of the adjustments to the Forfeiture Restriction Assets Purchase Price, the Rylan Purchase Price, the SMSV Merger Consideration and the other terms and conditions under this Agreement that are applicable HR Merger Consideration pursuant to Section 2.2, as subsequently determined, exceed the Adjustments Escrow, then ESC (in respect of adjustments to the SharesAssets Purchase Price), the Stockholders of Rylan (in respect of adjustments to the Rylan Purchase Price), the Stockholders of SMSV (in respect of adjustments to the SMSV Merger Consideration) until and the Stockholders of High Reach (in respect of adjustments to the HR Merger Consideration), shall pay to URI any such timedeficiency by wire transfer of immediately available funds (except to the extent that such deficiency is owed in respect of the SMSV Merger Consideration or the HR Merger Consideration, if everin which case the Stockholders of SMSV or High Reach, as the Unreleased Shares with respect to which such Retained Distributions case may be, shall have been madethe option of delivering shares of URI Common Stock having value (determined in accordance with Section 2.1(e)) equal to such deficiency) not later than five Business Days after calculation of such deficiency, paid or declared and if such respective Sellers do not so pay, ESC, LPC and DC, jointly and severally, shall have become vested pursuant pay URI the amount of all such unpaid deficiencies within two Business Days' of LPC's receipt of notice of such Sellers' failure to so pay. Notwithstanding anything in this Agreement, the Purchasers shall not be limited to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant Adjustments Escrow as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited sole remedy in the event such Unreleased Shares are forfeitedthat any adjustment pursuant to Section 2.2 exceeds the Adjustments Escrow.

Escrow. (a) A. The Unreleased Shares Downpayment shall be held by Escrow Agent, counsel to Seller, upon the Company until such Unreleased Shares are forfeited as provided following terms and conditions: (i) Escrow Agent shall deposit the Down payment in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2a savings account bearing interest with JPMorganChase Bank, or until invest such proceeds in a government insured deposit account, or after due regard for the Closing Date, in short term government securities or certificates of deposit. At the time that the Downpayment is delivered to a bank or other institution in accordance with this clause (i), for tax purposes, Escrow Agent shall notify such bank or other institution, as the case may be, of Seller's and Purchaser's respective tax identification numbers, as set forth in this Agreement. At the time Escrow Agent delivers the Downpayment together with the accrued interest thereon in accordance with this Section 15, Escrow Agent shall direct each bank and other institution which has held the Downpayment, as the case may be, to (a) credit for tax purposes the interest accrued on the Downpayment to Seller or Purchaser or both, as the case may be, in proportion to the amount of the interest each receives in accordance with this Section 15 and (b) prepare and deliver any tax forms prepared by such bank or other institution, as the case may be, accordingly. In the event that the Downpayment has not been delivered by Escrow Agent pursuant to this Agreement prior to the preparation of any such tax forms, Escrow Agent shall direct each bank and other institution that has held the Down payment, as the case may be, to credit for tax purposes the interest accrued on the Downpayment to Seller and to prepare any tax forms accordingly; provided, however, if after the Closing or earlier termination of this Agreement any such tax forms prepared and delivered do not accurately reflect the distribution of the Downpayment among Seller and Purchaser, Escrow Agent shall direct each bank and other institution that has held the Down payment, as the case may be, to amend, correct and reissue such tax forms to accurately reflect the distribution of the Downpayment. (ii) Escrow Agent shall deliver to Seller the Downpayment (together with all interest thereon, if any) at and upon the Closing. (iii) If this Agreement is no longer terminated in effect. Participant accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party's obligations hereunder, Escrow Agent shall not retain physical custody of any certificates representing Unreleased Shares issued pay the Downpayment (together with all interest thereon, if any) to Participant. ParticipantSeller or Purchaser, by acceptance as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) the duties of Escrow Agent are only as specifically provided in this Section 15, shall be deemed to appointand, except for the provisions of subsection C of this Section 15, are purely ministerial in nature, and does so appointEscrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares long as Escrow Agent has acted in good faith; (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesii) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Escrow Agent shall not be liable or responsible for the collection of the proceeds of any act it may do or omit to do with respect to holding check for the Shares in escrow and while acting in good faith and Downpayment; (iii) in the exercise performance of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions Escrow Agent's duties under this Agreement that are applicable to the Shares) until such timeAgreement, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant Escrow Agent shall be entitled to receive rely upon any document, instrument or signature believed by Escrow Agent to be genuine and signed by either of the other parties or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions of this Agreement has been duly authorized to do so, provided (a) such instructions come from Seller or Purchaser or their respective attorneys, and (b) unless such instructions are joint instructions, Escrow Agent gives at least ten (10) business days' prior notice to the party who did not execute such notice of instructions of its intention to act on such instructions prior to doing so (and Escrow Agent shall not release the Downpayment pursuant to any such instructions if such party who did not execute such notice of instructions, within said ten (10) business days, gives Escrow Agent instructions not to release the Downpayment); (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) except as provided in subsection C of this Section 15, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold Escrow Agent harmless against, any and all loss, liability, costs or expenses in connection herewith, including, without limitation, reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the date part of such distribution Escrow Agent arising out of or release an amount of cash in connection with Escrow Agent's acceptance of, or the number performance of whole shares of Stock or a combination thereofEscrow Agent's duties and obligations under, this Agreement, as determined well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; and (vii) Seller and Purchaser each hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the Committee, the aggregate fair value performance of which shall be equal Escrow Agent's duties under this Agreement. C. Subject to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions terms hereof, Escrow Agent is acting as a stakeholder only with respect to Unreleased Shares the Downpayment (and the interest earned thereon), as the case may be. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Down payment (and the interest earned thereon), or as to whom the Downpayment (and the interest earned thereon) is to be delivered, then Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent shall hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Downpayment (and the interest earned thereon), as the case may be, or in the absence of such authorization Escrow Agent shall hold the Downpayment (and the interest earned thereon), as the case may be, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Downpayment (and the interest earned thereon), as the case may be, in court pending such determination. Escrow Agent shall be forfeited reimbursed for all costs and expenses of the aforesaid action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Downpayment (and the interest earned thereon), as the case may be, or if the proceeds of the Downpayment (and the interest earned thereon), as the case may be, is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, based upon the amount of the proceeds of the Downpayment (and the interest earned thereon), as the case may be, received by each. Upon making delivery of the proceeds of the Downpayment (and the interest earned thereon), as the case may be, in the event such Unreleased Shares are forfeitedmanner provided in this Agreement, Escrow Agent shall have no further liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Down payment and shall hold the Down payment (and the interest earned thereon) pursuant to the provisions of this Agreement. E. Escrow Agent shall have the right to represent Seller in any dispute between Seller and Purchaser with respect to the Downpayment (and the interest earned thereon) or otherwise.

Escrow. (a) The Unreleased Shares At the Closing, Parent shall hold back and retain from any payments to be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) made to the Company Securityholders, pursuant to Section 2.8(a), Section 2.8(b) and Section 2.12, an aggregate amount equal to $2,550,000 (the “Escrow Amount”) as may a source for effecting the payment and discharge of any indemnification obligations of the Company Securityholders to the Buyer Indemnified Parties as set forth in Section 8.1 hereof. The Escrow Amount shall be required deposited into an escrow account, and shall be payable, less any pending or paid indemnification claims asserted pursuant to Section 8.6 on or prior to such date, on the Release Date pursuant to the Plan or this terms of an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall be entered into on the Closing Date among Parent, the Stockholders’ Representative and an escrow agent to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law be mutually agreed upon between Parent and the applicable rules of each national securities exchange on which Stockholders’ Representative (the Stock is listed, the Company, or its designee, “Escrow Agent”) and (y) shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and substantially in the exercise form of its judgmentExhibit E attached hereto. (b) The Company will retain custody adoption of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction this Agreement and the other terms approval of the Merger by the Company Securityholders shall constitute approval of the Escrow Agreement and conditions under this Agreement that are applicable to all of the Sharesarrangements relating thereto, including the placement of the Escrow Amount in escrow. (c) until such time, if ever, as Each Company Securityholder shall share pro rata in the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant Escrow Amount as set forth in this Section 2.9(c). Each Closing Payment to be made to the immediately preceding sentenceCommon Securityholders (other than with respect to Dissenting Shares) pursuant to Section 2.8(a), Participant and each payment of Option Consideration to be made to the Option Holders pursuant to Section 2.12(a), shall be entitled to receive on the date of such distribution or release reduced by an amount equal to the product of cash or (i) the number of whole shares of Common Stock or a combination thereofand/or the number of shares of Common Stock underlying the Options held by such holder immediately prior to the Effective Time multiplied by (ii) the Escrow Amount multiplied by (iii) the Common Escrow Percentage, as determined divided by the Committee, sum of the aggregate fair value number of which shares of Common Stock outstanding immediately prior to the Effective Time and the aggregate number of shares of Common Stock underlying the Options outstanding immediately prior to the Effective Time (including any shares of Common Stock issuable upon the exercise of Options exercised immediately prior to the Closing or Preferred Stock converted immediately prior to the Closing). Each Closing Payment to be made to the Preferred Stockholders (other than with respect to Dissenting Shares) pursuant to Section 2.8(b) shall be reduced by an amount equal to the Fair Market Value product of (i) the number of shares of Preferred Stock held by such holder immediately prior to the Effective Time multiplied by (ii) the Escrow Amount multiplied by (iii) the Preferred Escrow Percentage, divided by the aggregate number of shares of Preferred Stock outstanding immediately prior to the Effective Time. (d) Each disbursement of the notional shares Escrow Amount to Company Securityholders pursuant to the terms of Stock the Escrow Agreement shall be paid (i) to which such released Retained Distributions relate. Any Retained Distributions each Common Securityholder (other than with respect to Unreleased Shares shall be forfeited Dissenting Shares) in an amount equal to the event product of (A) the number of shares of Common Stock and/or the number of shares of Common Stock underlying the Options held by such Unreleased Shares are forfeitedholder immediately prior to the Effective Time multiplied by (B) the amount of such disbursement multiplied by (C) the Common Escrow Percentage, divided by the sum of the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time and the aggregate number of shares of Common Stock underlying the Options outstanding immediately prior to the Effective Time (including any shares of Common Stock issuable upon the exercise of Options exercised immediately prior to the Closing or Preferred Stock converted immediately prior to the Closing), and (ii) to each Preferred Stockholder (other than with respect to Dissenting Shares) in an amount equal to the product of (A) the number of shares of Preferred Stock held by such holder immediately prior to the Effective Time multiplied by (B) the amount of such disbursement multiplied by (C) the Preferred Escrow Percentage, divided by the aggregate number of shares of Preferred Stock outstanding immediately prior to the Effective Time.

Escrow. As the sole remedy for the indemnity obligations set forth in Article VII, at the Closing the Stockholders shall deposit in escrow, to be held for twelve (a12) The Unreleased Shares months following the date of Closing (the “Escrow Period”), Three Hundred Thousand (300,000) of the shares of Buyer Common Stock received by such Stockholders as a result of the Stock Purchase (the “Escrow Shares”), which shares shall be held by allocated among the Company until such Unreleased Shares Stockholders in their Pro Rata Portion. In addition, the Buyer will have an off-set right against the Promissory Notes (the “Right of Off-set”), allocated among the Stockholders in their Pro Rata Proportions which Right of Off-set will be in an aggregate amount of Five Hundred Thousand Dollars ($500,000). In the event that the Promissory Notes are forfeited as provided repaid in Section 3.1whole or in part prior to the termination of the Escrow Period, until such Unreleased Shares are fully released Buyer shall have the right to deposit up to Five Hundred Thousand Dollars ($500,000) (the “Substitute Cash Escrow”), from the Forfeiture Restriction repayment of the Promissory Notes, to be held in escrow with the Escrow Agent (as provided in Section 3.2defined below), or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued a mutually agreed upon substitute Escrow Agent, on terms substantially similar to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as those set forth in the immediately preceding sentence, Participant Escrow Agreement (as defined below). The Escrow Shares along with the Substitute Escrow Cash (if applicable) is collectively referred to as the “Escrow Fund”. The Escrow Fund shall be entitled administered in accordance with the terms and conditions of the Escrow Agreement to receive be entered into at the Closing between Buyer, the Company Stockholder Representative (the “Representative”) (who shall be ▇▇▇▇▇▇ until a successor is appointed pursuant to Section 1.14(b)) and a mutually agreed upon institution to serve as escrow agent (the “Escrow Agent”), in a form to be mutually agreed upon by the parties (the “Escrow Agreement”). Subject to Article VII, on the date first business day following the conclusion of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the CommitteeEscrow Period, the aggregate fair value Escrow Agent shall deliver the Escrow Funds, less any such shares and/or cash applied in satisfaction of which shall be equal a claim for indemnification and any shares and/or cash then in dispute pursuant to a timely filed Notice of Claim related to the Fair Market Value indemnification obligations set forth in Article VII, to each Stockholder in the same proportions as initially deposited in escrow. Any Escrow Shares and Substitute Escrowed Cash (if applicable), to the extent not applied in satisfaction of a claim for indemnification or then in dispute pursuant to a timely filed Notice of Claim related to the indemnification obligations set forth in Article VII, will be distributed to the Stockholders promptly upon resolution of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeiteddispute or claim.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock equal to five percent (5%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Unreleased Shares Escrow Property shall be held allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Stockholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentArticle I hereof. (b) The Company will retain custody of all cash dividends and other distributions Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Retained DistributionsEscrow Expiration Date”) made or declared ); provided, however, with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Sharesx) until such time, if ever, as the Unreleased Shares any indemnification claims made in accordance with Article VI hereof (including with respect to which the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Retained Distributions Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been made, finally resolved and paid or declared shall have become vested pursuant to the Grant Noticeprovisions of Article VI. Retained Distributions After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that were made or declared is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in cash will favor of an Indemnified Party, shall be deemed reinvested transferred by the Escrow Agent to the Company Stockholders that have previously delivered the Transmittal Documents in notional shares of Stock accordance with Section 1.11, with each such that upon release and distribution Company Stockholder receiving its Pro Rata Share of such Retained Distributions to Participant as set forth Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the immediately preceding sentenceEscrow Account to the Company Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, Participant shall be entitled to receive on the date with each such Company Stockholder receiving its Pro Rata Share of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Property.

Escrow. (a) The Unreleased Shares Escrow Fund may be used, from time to time, to satisfy Claims of the Purchaser Indemnified Parties for indemnification pursuant to Articles VII and/or X made from and after Closing but on or before the applicable Expiration Date; provided that the Escrow Fund, which shall include the Closing Escrow Amount plus, if applicable, the Springing Escrow Amount, shall in no event constitute a cap or limit on indemnification payments due to Purchaser Indemnified Parties; provided further, that the closing of the Escrow Account or depletion of the Escrow Fund shall in no event operate to extinguish, restrict or otherwise alter the Purchaser Indemnified Parties’ rights to indemnification under Articles VII and/or X. (b) From the Closing Date through the Springing Escrow End Date (or any date on which a Triggering Event shall have been occurred), AMC shall deliver to the US Purchaser, within five days after any reasonable demand therefor, a certificate executed by an executive officer of AMC certifying, that, as of the date of such certificate, there has not occurred any Triggering Event. (c) At least seven Business Days prior to the date on which a Triggering Event (i) is approved by the board of directors of AMC or (ii) occurs, in either case if such event occurs on or prior to the Springing Escrow End Date, AMC shall deposit the Springing Escrow Amount in U.S. dollars, by wire transfer of immediately available funds into the escrow account created on the Closing Date pursuant to the Escrow Agreement. The Purchaser Indemnified Parties shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released entitled to payment from the Forfeiture Restriction Escrow Account as provided so augmented in Section 3.2accordance with the terms of the Escrow Agreement. (d) As used herein, the following terms have the following meanings: “Triggering Event” means (i) any dissolution, liquidation or winding up of AMC or (ii) the making, declaration or setting aside for payment of any distribution (including in connection with a redemption of capital stock) or dividend, if after giving effect to such distribution or dividend, AMC would fail to hold at least $21,000,000 in unencumbered and unrestricted cash and cash equivalents (net of reserves set aside on the then-most recent balance sheet); “Springing Escrow Amount” means $3,500,000; and “Springing Escrow End Date” means the second anniversary of the Closing Date; provided, however, that, if at any time on or prior to the second anniversary of the Closing Date, the aggregate amount of Outstanding Claims (as defined in the Escrow Agreement) exceeds the amount then-available in the Escrow Fund to satisfy all such Outstanding Claims (the “Escrow Shortfall Amount”), then (x) the Springing Escrow End Date shall be extended until such time as this Agreement the amount available in the Escrow Fund is no longer sufficient to satisfy all Outstanding Claims in effect. Participant shall not retain physical custody existence on or before the second anniversary of the Closing Date and (y) if a Triggering Event occurs at any certificates representing Unreleased Shares issued to Participant. Participanttime during such extension, by acceptance of this Agreement, the Springing Escrow Amount shall be deemed to appoint, the lesser of (A) $3,500,000 and does so appoint, (B) the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to Escrow Shortfall Amount at the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution time of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedTriggering Event.

Escrow. (a) The Unreleased Shares shall be held by At the Company until such Unreleased Shares are forfeited as provided Closing, cash in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued an amount equal to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) $19 million otherwise payable to the Company Shareholders in the Merger shall be deducted on a pro rata basis from all payments of Merger Consideration to be made to Company Shareholders and shall be delivered to Wilmington Trust Company, as escrow agent (the "Escrow Agent"), under the Escrow Agreement for the creation of an escrow (the "Escrow Account"). Such amount of cash together with any amounts that may be deposited into the Escrow Account as a result of any payments made pursuant to Section 2.9(b) shall be called the "Escrow Amount." As more fully set forth in the Escrow Agreement, and subject to the terms thereof, the Escrow Amount shall be reduced on the dates set forth below (each, a "Release Date") such that the Escrow Amount immediately after such release will be as listed below. It being understood that if the Escrow Amount, on any Release Date, is less than the corresponding amount to which the Escrow Amount is to be reduced, no release of cash shall occur until the next Release Date. 18 months after the Closing Date the sum of $12.5 million plus the Withheld Amounts (as defined below) as of such date 36 months after the Closing Date the sum of $4.0 million plus the Withheld Amounts as of such date On each Release Date, Escrow Amounts, in excess of the Reduced Escrow Amount set forth opposite such Release Date shall be distributed to the Representative on behalf of the Company Shareholders. The term "Withheld Amounts" shall mean the aggregate amount, as of the date for the determination hereof, of (i) all amounts that the Escrow Agent is then required to pay to Buyer pursuant to the Plan or this terms of the Escrow Agreement, plus (ii) all amounts specified in notices of claim received by the Escrow Agent as of such date and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentthen paid. (b) The Company will retain custody of all cash dividends and other distributions Escrow Amount (“Retained Distributions”or any portion thereof) made or declared with respect to Unreleased Shares (and such Retained Distributions will shall be subject distributed to the Forfeiture Restriction Representative, on behalf of the Company Shareholders, and the other Buyer at the time, and upon the terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentenceEscrow Agreement. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, Participant and the approval and adoption of this Agreement and approval of the Merger by the Company Shareholders shall be entitled to receive on constitute approval by such Company Shareholders, as specific terms of the date Merger, and the irrevocable agreement of such distribution or release an amount Company Shareholders to be bound by and comply with, the Escrow Agreement and all of cash or the number arrangements and provisions of whole shares this Agreement relating thereto, including without limitation the deposit of Stock or a combination thereofthe Escrow Amount into the Escrow Account, the indemnification obligations set forth in Article X hereof and the appointment and sole authority to act on behalf of the Company Shareholders of the Representative, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited provided for herein and in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. (a) The Unreleased Shares shall be held by To secure the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody indemnification obligations of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of each Seller under this Agreement, the Escrow Amount will be deposited into an escrow account (the “Escrow Account”) pursuant to Section 2.2(a) and the terms of an Escrow Agreement in the form attached hereto in Exhibit 8.8(a) (the “Escrow Agreement”). From and after the Closing, any indemnification to which Buyer or any of Buyer’s Other Indemnified Persons is entitled shall first be deemed satisfied by Buyer or Buyer’s Other Indemnified Persons, as applicable, by recouping such Loss from the Escrow Account in accordance with the terms of the Escrow Agreement until the Escrow Account is exhausted or released pursuant to appoint, the terms of this Agreement and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained DistributionsEscrow Agreement. If the amount then remaining in the Escrow Account, if any, paid on is not sufficient to pay the entire amount of any claim for indemnification made in accordance with this Agreement by Buyer or any of Buyer’s Other Indemnified Persons, Buyer or such forfeited Unreleased Shares) Other Indemnified Person shall have all other rights and remedies available to it under this ARTICLE 8 to recover any remaining amount directly from the Company as may be required Sellers or the R&W Insurance Policy, in each case pursuant to the Plan or terms of this Agreement, and . Disbursements from the Escrow Account will occur pursuant to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law terms of this Agreement and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Agreement. (b) The Company will Promptly, and in any event within three (3) Business Days, following the date that is 15 months after the Closing Date, Buyer and Sellers Agent shall jointly instruct the Escrow Agent in writing to release the amount then remaining in the Escrow Account to Sellers Agent (for the benefit of the Sellers); provided, that Buyer and Sellers Agent shall jointly instruct the Escrow Agent in writing to retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject an amount equal to the Forfeiture Restriction and the other terms and conditions amount of any indemnity claims under this Agreement that are applicable ARTICLE 8 asserted by Buyer or any of Buyer’s Other Indemnified Persons on or prior to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the applicable survival date of such distribution or release claim under Section 8.4(a) that remain unresolved (an “Unresolved Claim”). The amount retained by the Escrow Agent for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of cash such Unresolved Claim in accordance with this ARTICLE 8 and released to (or the number of whole shares of Stock applicable portion thereof) (i) Buyer or a combination thereofBuyer’s Other Indemnified Persons, as determined by if applicable, or (ii) Sellers Agent (for the Committee, the aggregate fair value of which shall be equal to the Fair Market Value benefit of the notional shares of Stock Sellers) in accordance with the Escrow Agreement, in either case pursuant to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeiteda joint written instruction executed by Buyer and Sellers Agent.

Escrow. (a) The Unreleased At or prior to the Closing, the Purchaser, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably acceptable to the Purchaser and the Seller Representative (the “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent at the Closing ten percent (10%) of the Closing Exchange Shares shall otherwise deliverable to the Sellers at the Closing (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be held by the Company until Escrow Agent in a segregated escrow account (“Escrow Account”) and disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as a source of security for the Sellers’ obligations after the Closing for the adjustments under Section 1.5 and for their indemnification obligations under Article VII. The portion of the Closing Exchange Shares that shall be withheld at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such Unreleased Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as provided indicated in Section 3.1, until such Unreleased Shares are fully released from writing by the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued Seller Representative to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appointthe Purchaser, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law Purchaser Representative and the applicable rules of each national securities exchange on which Escrow Agent) during the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and time held in the exercise of its judgmentEscrow Account as Escrow Shares. (b) The Company will retain custody of all cash dividends and other distributions Escrow Property shall no longer be subject to any indemnification claim after the date which is eighteen (18) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased Shares (and such Retained Distributions will be subject any indemnification claims made in accordance with Article VII hereof on or prior to the Forfeiture Restriction Expiration Date (including those that are revised or adjusted in accordance with Article VII after the Expiration Date) that remain unresolved as of the end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VII and the other terms and conditions under this Agreement that are applicable to Purchaser Share Price as of the SharesExpiration Date) shall remain in the Escrow Account until such time, if ever, time as the Unreleased Shares with respect to which such Retained Distributions Pending Claim shall have been made, paid or declared shall have become vested finally resolved pursuant to the Grant Noticeprovisions of Article VII. Retained Distributions After the Expiration Date, any Escrow Property remaining in the Escrow Account that were made is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnitee, shall be disbursed by the Escrow Agent to the Sellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is forfeited or declared earned in cash will be deemed reinvested a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in notional shares of Stock such that upon release writing by the Seller Representative to the Purchaser, the Purchaser Representative and distribution the Escrow Agent) of such Retained Distributions to Participant as set forth Escrow Property. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any Escrow Property remaining in the immediately preceding sentenceEscrow Account to the Sellers, Participant shall be entitled with each Seller receiving its Pro Rata Share (subject to receive adjustment for any Escrow Property that is forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the date Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Property.

Escrow. (a) The Unreleased Shares parties, through their respective attorneys, shall establish an escrow with the Escrowee through which the transaction contemplated hereby shall be held closed (the "Escrow") and into which Purchaser shall cause the Deposit to be deposited. Purchaser, at its sole option, shall direct the Escrowee to invest any cash portion of the Deposit in accounts or securities permitted by Escrowee at the highest available rate of interest, which interest shall be paid to Purchaser (except to the extent otherwise provided in Sections 3.0l(a) and 16.01 hereof). The escrow instructions shall be in the usual form of deed and money escrow agreement customarily used by the Company until Escrowee with such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company special provisions added thereto as may be required pursuant to conform to the Plan or provisions of this Agreement and so as to provide for a so-called "New York style" closing requiring the simultaneous delivery of the Deed to Purchaser and disbursement of the Base Purchase Price proceeds to Seller as contemplated by Section 15.05 hereof. Upon creation of the Escrow, anything herein to the contrary notwithstanding, the payment of the Base Purchase Price and delivery of the Deed and other documents required to be delivered at the Initial Closing shall be made through the Escrow. Said Escrow shall be auxiliary to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, this Agreement shall not be liable for merged into nor in any act it may do or omit to do with respect to holding manner superseded by said Escrow. In the Shares in escrow event of any inconsistencies between the terms and while acting in good faith and in the exercise provisions of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction this Agreement and the other terms and conditions under provisions of the Escrow, the terms and provisions of this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Noticegovern and control. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release The Escrow costs and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant fees shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedequally divided between Purchaser and Seller.

Escrow. (a) The Unreleased Shares At or prior to the Closing, the Purchaser, the Purchaser Representative, the Seller, the Seller Parent, and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this enter into an Escrow Agreement, effective as of the Closing, in substantially the form of the Escrow Agent’s standard form escrow agreement (the “Escrow Agreement”), pursuant to which: (a) the Purchaser shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) issue to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection Escrow Agent 1,831,683 shares of Purchaser Common Stock (together with any such transfer. To the extent allowable by applicable law and the applicable rules of each national equity securities exchange on which the Stock is listed, the Company, paid as dividends or its designee, shall not be liable for any act it may do or omit to do distributions with respect to holding such shares or into which such shares are exchanged or converted, the “Escrow Shares”), to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”); and while acting (b) an amount not to exceed $18,500,000 (“Escrow Value”) shall be disbursed therefrom in good faith accordance with the terms of this Section, Article V hereof, and in the exercise Escrow Agreement. The Escrow Property shall serve as the sole source of its judgmentpayment for the obligations of the Seller and Seller Parent pursuant to Article V (other than for Fraud Claims) up to, but not to exceed, the Escrow Value. Unless otherwise required by Law, all distributions made from the Escrow Account to a Person other than the Seller or the Seller Parent shall be treated by the Parties as an adjustment to the cash portion of the Purchase Consideration received by the Seller pursuant to Article I hereof. (b) The Company will retain custody Escrow Property shall not be subject to any claim or claims made in accordance with Article V hereof in excess of all cash dividends and other distributions the Escrow Value or after the date which is twelve (12) months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased Shares (and such Retained Distributions will be subject any claims made in accordance with Article V hereof on or prior to the Forfeiture Restriction Expiration Date that remain unresolved and/or unpaid at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount (i) agreed upon for such claim; or (ii) of the claim included in the Claim Notice provided to the Seller and the other terms and conditions Seller Parent under this Agreement that are applicable to Article V) shall remain in the Shares) Escrow Account until such time, if ever, time as the Unreleased Shares with respect to which such Retained Distributions Pending Claim shall have been madefinally resolved and, as applicable, paid or declared shall have become vested pursuant to the Grant Noticeprovisions of Article V. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, shall be released and transferred by the Escrow Agent to the Seller and the Seller Parent in accordance with the Escrow Agreement. Retained Distributions that were made or declared Promptly after the final resolution of all Pending Claims and, as applicable, payment of all indemnification obligations in cash will be deemed reinvested in notional shares of Stock such that upon connection therewith, the Escrow Agent shall release and distribution of such Retained Distributions to Participant as set forth transfer any remaining Escrow Property in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal Escrow Account to the Fair Market Value of Seller and Seller’s Parent in accordance with the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedEscrow Agreement.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (hereinafter referred to as the “Escrow Fund”), out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, indemnify and hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) The Unreleased Shares any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such written notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the claim out of the Escrow Fund subject to a final determination by the arbitrator. Notwithstanding a possible dispute between the Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the detriment of the Buyer, the Buyer and its counsel shall have the right to participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be held by paid out of the Company until such Unreleased Shares are forfeited as provided in Section 3.1Escrow Fund. Similarly, until such Unreleased Shares are fully released from if notice is given and the Forfeiture Restriction as provided in Section 3.2Seller fails to promptly (for purposes herein, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, “promptly” shall be deemed to appoint, and does so appointbe within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the Company claim may be defended, comprised or settled by Buyer without the Seller’s consent and each any expense incurred in defending the claim or any compromise or settlement made shall be paid out of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) the Escrow Fund up to the Company amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as may be required pursuant to the Plan any expenses, costs or this Agreement, otherwise and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, indemnification claim shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject limited to the Forfeiture Restriction and amount of the other terms and conditions under Escrow Fund. Notwithstanding any provision of this Agreement that are applicable Section 1 (C) to the Sharescontrary: (a) until the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such time, if ever, as claim is for injunctive or other equitable relief with the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution expense of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value defense being paid out of the notional shares Escrow Fund. Seller cannot settle a matter other than for dollar damages without the consent of Stock to which such released Retained Distributions relateBuyer. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeited.Original Oyster House II

Escrow. (a) The Unreleased Shares This Agreement shall serve as escrow instructions to the Escrow Agent and an executed copy of this Agreement shall be held deposited with the Escrow Agent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the ▇▇▇▇▇▇▇ Money, due to the failure of the financial institution in which such funds are deposited, and the Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or gross negligence. In the event of a termination of this Agreement or a default under this Agreement, the ▇▇▇▇▇▇▇ Money shall be delivered or disbursed by the Company until such Unreleased Shares are forfeited Escrow Agent as provided in Section 3.1this Agreement. If either party shall declare the other party in default under this Agreement and shall make demand (a “Demand”) upon the Escrow Agent for possession of the ▇▇▇▇▇▇▇ Money, until said party must provide the other party with a copy of such Unreleased Shares are fully released from Demand made upon the Forfeiture Restriction Escrow Agent. Except as otherwise expressly provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, the Escrow Agent shall be deemed to appoint, and does so appoint, not disburse the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) ▇▇▇▇▇▇▇ Money until the demanding party delivers to the Company Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party’s receipt of the copy of such Demand. Except as may be required pursuant to the Plan or otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be timely made upon the Escrow Agent, the Escrow Agent shall not disburse any part of the ▇▇▇▇▇▇▇ Money and to execute shall await settlement of the controversy or deposit the ▇▇▇▇▇▇▇ Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such representations deposit or upon institution of such interpleader action or other documents or assurances as actions, the Company or such representatives deem necessary or advisable Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the ▇▇▇▇▇▇▇ Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the ▇▇▇▇▇▇▇ Money from and against its costs, expenses and liabilities (including reasonable attorney’s fees) in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on proceeding in which the Stock is listed, Escrow Agent may become a party or otherwise involved by reason of the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to Escrow Agent holding the Shares ▇▇▇▇▇▇▇ Money in escrow and while acting in good faith and in accordance with the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject terms hereof. Notwithstanding anything to the Forfeiture Restriction and the other terms and conditions under contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement that are applicable it is provided for the ▇▇▇▇▇▇▇ Money to be returned to Purchaser without the Shares) until such timeconsent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent may receive from Seller, if everEscrow Agent hereby agrees to so return the ▇▇▇▇▇▇▇ Money to Purchaser immediately upon written request therefor by Purchaser, as the Unreleased Shares with respect to which such Retained Distributions shall have been madeand Seller, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedits execution below hereby consents thereto.

Escrow. Notwithstanding any provision of this Agreement to the contrary, (a) The Unreleased Shares except as set forth in Section 9.5(b), the Purchaser Indemnitees shall have recourse only against the undisbursed Indemnification Escrow Amount and the income, interest, increments and gains earned on the Indemnification Escrow Amount (the “Indemnification Escrowed Funds”) with respect to any Damages, in accordance with the terms of the Escrow Agreement and (b) in no event will Seller be held by liable for Damages or otherwise for any matter in any way relating to this Agreement or the transactions contemplated hereby other than out of the undisbursed Indemnification Escrowed Funds, except (i) for claims for indemnification for Damages pursuant to Section 9.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Seller and the Company until such Unreleased Shares are forfeited as provided set forth in Section 3.1Sections 3.4 (Authority; Authorization; Enforceability), until such Unreleased Shares are fully released from 3.7 (Brokers), 3.8 (Capitalization of the Forfeiture Restriction as provided in Section 3.2Acquired Companies) and 3.9 (Rights; Warrants or Options) and any claims for intentional fraud, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody (ii) payment of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Purchase Price Decrease (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to out of the Company as may be required Purchase Price Escrowed Funds pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transferSection 2.4(c)(iii). To the extent allowable by applicable law that any Purchaser Indemnitee is entitled to indemnification from the Seller pursuant to this Article 9, including out of the Indemnification Escrowed Funds under this Section 9.5, such Purchaser Indemnitee shall first recover any Damages from the undisbursed Indemnification Escrowed Funds prior to pursuing recovery directly from the Seller, except (i) for claims for indemnification for Damages pursuant to Section 9.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Seller and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentenceSections 3.4 (Authority; Authorization; Enforceability), Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof3.7 (Brokers), as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value 3.8 (Capitalization of the notional shares Acquired Companies) and 3.9 (Rights; Warrants or Options) and any claims for intentional fraud, or (ii) for payment of Stock any Purchase Price Decrease (if any) pursuant to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedSection 2.4(c)(iii).

Escrow. (a) On the Closing, Buyer will withhold the Escrow Shares from the Initial Shares issuable to the Sellers in the Share Purchase. The Unreleased Escrow Shares shall be held by the Company until available to compensate Buyer (on behalf of itself or any other Buyer Indemnified Person (as such Unreleased Shares are forfeited as provided term is defined in Section 3.1, until 7.2 below)) for Indemnifiable Damages (as such Unreleased Shares are fully released from the Forfeiture Restriction as provided term is defined in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares7.2 below) to the Company as may be required pursuant to the Plan indemnification obligations of the Sellers until 11:59 p.m. California time on the first anniversary of the Closing Date (the “Escrow Release Date”). No portion (nor all) of the Escrow Shares, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or this Agreementtransferred, and to execute such representations by any of the Sellers, or be taken or reached by any legal or equitable process in satisfaction of any debt or other documents or assurances as liability of any of the Company or such representatives deem necessary or advisable Sellers, in connection each case prior to the disbursement of the Escrow Shares to the Sellers in accordance with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmentSection 7.1(b) below. (b) The Company Within five (5) Business Days following the Escrow Release Date, Buyer will retain custody disburse to the Sellers the Escrow Shares less (i) that portion of the Escrow Shares retained by Buyer in satisfaction of claims for indemnification in accordance with Article VII of this Agreement, and (ii) that portion of the Escrow Shares that is determined, in the reasonable judgment of Buyer, to be necessary to satisfy all cash dividends and other distributions unsatisfied or disputed claims for indemnification specified in any Claim Certificate (“Retained Distributions”as defined in Section 7.5 below) made or declared delivered to the Representative prior to the Escrow Release Date in accordance with Article VII of this Agreement. Any portion of the Escrow Shares held following the Escrow Release Date with respect to Unreleased Shares (and pending but unresolved claims for indemnification that is not retained by Buyer upon the resolution of such Retained Distributions will claims shall be subject released to the Forfeiture Restriction and the other terms and conditions Sellers within five (5) Business Days following resolution of such claims. Buyer will retain Escrow Shares in satisfaction of claims for indemnification under this Agreement that are applicable to the Shares) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive based on the date of such distribution or release an amount of cash or the number of whole shares of Buyer Average Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeitedPrice.