Common use of Escrow Clause in Contracts

Escrow. 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

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

Escrow. To insure Borrower, in order to more fully protect 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 security of the CompanyMortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other person designated by the Companydefault and Huntington does not then elect to exercise its other remedies, 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 then Borrower shall, upon execution request of this AgreementHuntington, deliver and deposit with pay to Huntington on the secretary first day 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 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-2each month, until the Company exercises its Lapsing Repurchase Right Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the 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 until such time as this Agreement no longer is if Huntington should take a deed in effect. Upon lapsing lieu of foreclosure, the amount so accumulated shall be credited on account of the restrictions associated with Restricted Sharesunpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the escrow agent shall promptly upon written request, or periodically without written requestsame 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 make up the deficiency, which payments shall be secured by the Mortgage. To the extent 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 covenants contained in either case no more than once per calendar year, deliver Sections 7 and 8 herein as to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right amounts paid only, but nothing contained in the escrow agent’s possession belonging to the Executive, and the escrow agent this Section 9 shall be discharged construed as in any way limiting the rights of Huntington at its option to pay any and all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementof said items when due.

Escrow. To insure 2.3.1 Purchaser and Seller agree that $400,000, allocated among the availability 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 (the “Escrow Account”) with The Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for delivery the purpose of Restricted Shares upon repurchase 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 submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the Company two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to the Lapsing Repurchase Right hereunderparagraph 2.2.2. hereof (“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, the Executive hereby appoints the secretary of the Company, or any other person designated such sums paid shall qualify as an Escrow Payment and shall be paid by the Company, as escrow agent, as Escrow Agent to Purchaser. 2.3.3 If the Executive’s attorney-in-fact to sell, assign and transfer unto Purchaser notifies the Company, such Restricted Shares, if any, repurchased by the Company 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 Lapsing Repurchase Right and shall, upon execution of Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, deliver and deposit the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. The Purchaser shall have the secretary right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the date 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint applicable Escrow Instructions Notice of the Company and Executive attached hereto 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 Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until Seller is defending in good faith any such Restricted Shares are no longer Restricted Shares pursuant to claim or demand asserted by a third party against the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutivePurchaser, and the escrow agent Purchaser is not jeopardized by such defense, the Purchaser shall be discharged 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 Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of the Purchaser, settle or compromise any claim or consent to the entry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain liability arising out of such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementclaim.

Escrow. To insure (a) In the availability event any Buyer Indemnitee is entitled to indemnification for delivery Buyer Indemnified Losses under Section 8.2(a) or Section 8.2(c), such Buyer Indemnitee shall seek payment first out of Restricted Shares upon repurchase the Indemnity Escrow Funds, and such Buyer Indemnitee shall be entitled to seek payment directly from the Seller for such Buyer Indemnified Losses only if the Indemnity Escrow Funds are reduced to zero, subject in all cases to the terms, conditions and limitations of this Article VIII and the Escrow Agreement. Any Claim Notice delivered by a Buyer Indemnitee to the Company Seller in respect of indemnification under this Agreement which may involve payment out of the Indemnity Escrow Funds shall include, in addition to any other information required by this Article VIII, the Buyer Indemnitee’s good faith estimate to the extent feasible (which estimate will not be conclusive of the final amount of that Claim) of the amount of Indemnity Escrow Funds that should be reserved in respect of such Buyer Indemnified Losses (the “Reserved Amount”). (b) Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Lapsing Repurchase Right hereunderIndemnity Escrow Funds, the Executive hereby appoints Seller and the secretary 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 CompanyBuyer 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”), or any other person designated by the CompanyEscrow Agent under the Escrow Agreement shall, as escrow agentand the Seller and the Buyer shall jointly instruct the Escrow Agent to, as pay to the Executive’s attorney-in-fact Seller an amount equal to sell, assign and transfer unto $3,281,250 less the Company, such Restricted Sharessum of (i) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the First Release Date, if any, repurchased and (ii) the aggregate Reserved Amount as of the First Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Company Buyer Indemnitees prior to the 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 Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller an amount equal to $6,562,500 less the sum of (i) the amount paid to the Seller on the First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the Second Release Date, if any, and (iii) the aggregate Reserved Amount as of the Second Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Second Escrow Release Date, if any (provided that in the event the sum of (i), (ii) and (iii) is equal to or greater than $6,562,500, no funds shall be paid to the Seller on the Second Escrow Release Date). (e) On the Cut-Off Date, the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller, the excess of the balance then on deposit pursuant to the Lapsing Repurchase Right and shallEscrow Agreement over the aggregate Reserved Amount in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any. (f) Following the Cut-Off Date, from time to time, upon execution resolution of this Agreementany Claim for indemnification made by the Buyer Indemnitees and the appropriate amount, deliver if any, from the Indemnity Escrow Funds having been paid to the Buyer Indemnitees in respect of such Claims, the Seller and deposit with the secretary Buyer shall jointly instruct the Escrow Agent to release to the Seller, the excess 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, balance then on deposit pursuant to the Joint Escrow Instructions Agreement over the aggregate Reserved Amount in respect of all remaining unresolved Claims for indemnification properly made by the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant Buyer Indemnitees prior to the terms hereofCut-Off Date, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementif any.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant At or prior to the Lapsing Repurchase Right hereunderClosing, the Executive hereby appoints the secretary of Purchaser, the Company, or any other person designated by the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agentagent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Executive’s attorney-in-fact to sellTransaction Effective Time, assign in form and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant substance reasonably satisfactory to the Lapsing Repurchase Right and shall, upon execution of this Parties (the “Escrow 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow”), pursuant to which the Joint 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 Instructions 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 Escrow Shares shall be 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 Executive attached hereto as Exhibit A-2to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, until 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 Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Shares are shall no longer Restricted Shares pursuant be subject to any indemnification claim after the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing first (1st) anniversary of the restrictions associated with Restricted Shares, Closing Date (the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“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 escrow agent 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 INXB Representative under Article VII and the Purchaser Share Price as of the first day after the Expiration Date) shall nevertheless retain remain in the Escrow Account until such certificate or certificates time as the escrow agent may be required such Pending Claim shall have been finally resolved pursuant to other restrictions imposed pursuant the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, shall be disbursed to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agreement.

Escrow. To insure the availability for delivery of Restricted (a) The 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 issued under 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 Restricted Shares and stock assignment Agreement shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of an escrow holder designated by the Company and Executive attached hereto as Exhibit A-2(the "Escrow Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's options and right of first refusal with respect to such Shares as set forth above. (b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the 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 Lapsing Repurchase Option or Right as provided of First Refusal hereunder, until the Escrow Holder, upon receipt of written notice of such Restricted exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or Right of First Refusal have been exercised or expire unexercised or a portion of the Shares are no longer Restricted has been released from the provisions of Section 3 hereof, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares pursuant and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing the Purchaser shall have all the rights of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder a stockholder with respect to those Restricted 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; provided, howeveror (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, that any and all new, substituted or additional securities to which the escrow agent Purchaser is entitled by reason of his ownership of the Shares shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant immediately subject to this Agreementescrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option or Right of First Refusal.

Escrow. To insure (a) Escrow Agent will hold the availability ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for delivery the holding of Restricted Shares upon repurchase 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 Company pursuant end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the Lapsing Repurchase Right hereunderparty entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Executive hereby appoints ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the secretary Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Company▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or any other person designated by consent to, the Companyrelease of the ▇▇▇▇▇▇▇ Money Deposit, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Sharesprovided that, 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 CompanyClosing occurs, the share certificates representing ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Restricted SharesClosing Date. Purchaser represents that its tax identification number, together with for purposes of reporting the stock assignmentinterest earnings, duly endorsed in blankis ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, attached hereto as Exhibit Afor purposes of reporting the interest earnings, is ▇▇-l. The Restricted Shares and stock assignment ▇▇▇▇▇▇▇. (b) Escrow Agent shall not be held by the secretary liable to any party for any act or other designee in escrowomission, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2except for bad faith, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, gross negligence or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executivewillful misconduct, and the escrow agent shall be discharged 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 all further obligations hereunder a dispute between the parties with respect to those Restricted Shares; providedthe ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), howeverEscrow 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 court of competent jurisdiction. Upon such deposit, that Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the escrow agent right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall nevertheless retain not be liable for any action taken, suffered or omitted by it in accordance with the advice of such certificate or certificates as the escrow agent counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the 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 pursuant to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other restrictions imposed pursuant to item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. To insure the availability for delivery of Restricted (a) The Unreleased 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 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 the Company exercises its Lapsing Repurchase Right such Unreleased Shares are forfeited as provided hereunderin Section 3.1, until such Restricted Unreleased Shares are no longer Restricted Shares pursuant to fully released from the terms hereofForfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer is in effect. Upon lapsing Participant shall not retain physical custody of the restrictions associated with Restricted Sharesany certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the escrow agent shall promptly upon written requestCompany and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, or periodically without written requestif any, but in either case no more than once per calendar year, deliver paid on such forfeited Unreleased Shares) to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates Company as the escrow agent may be required pursuant to the Plan or this Agreement, and to execute such representations or other restrictions imposed 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 this Agreementthe 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. To insure Escrow Agent shall hold 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 Deposit in escrow and shall dispose of the Company, Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or any other person designated by the Company, as escrow agentBuyer, as the Executive’s attorney-in-fact case may be, as follows: (i) to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shallSeller, upon execution completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, deliver or (B) this Agreement has been otherwise terminated or cancelled, and deposit with Seller is thereby entitled to receive the secretary Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the CompanyDeposit, 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 Restricted Shares and stock assignment Escrow Agent 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged relieved of all further obligations liability hereunder and with respect to those Restricted Shares; providedthe Deposit. Escrow Agent shall deliver the Deposit, howeverat the election of the party entitled to receive the same, that by (i) a good, unendorsed certified check of Escrow Agent payable to the escrow agent 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 nevertheless retain send a copy of such certificate or certificates as demand to the escrow agent other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may be required pursuant object to other restrictions imposed pursuant delivery of the Deposit to this Agreement.the party making such demand by giving a notice of objection (a "

Escrow. To insure (a) At or prior to the availability for delivery Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of Restricted 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 Escrow Shares shall be 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 repurchase 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 Stockholders 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. ARTICLE I hereof. (b) The Restricted Indemnity Escrow 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer be subject to any indemnification claim after the Lapsing Repurchase Right in date which is 18 months after the escrow agent’s possession belonging to Closing Date (the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE VI hereof prior to the Expiration Date that remain unresolved at the escrow agent 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 nevertheless retain remain in the Indemnity Escrow Account until such certificate or certificates time as the escrow agent may be required 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 any dividends, distributions or other restrictions imposed pursuant 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 this Agreementthe Exchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) 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 Restricted Holder's Unreleased Shares upon repurchase by the Company forfeiture pursuant to the Lapsing Repurchase Right hereunderSection 3.1, the Executive Holder hereby appoints the secretary of the CompanySecretary, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Unreleased Shares, if any, repurchased by the Company forfeited pursuant to the Lapsing Repurchase Right Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Unreleased Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. A. The Restricted Unreleased Shares and stock assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Holder attached hereto as Exhibit A-2B hereto, until the Company exercises its Lapsing Repurchase Right Forfeiture Restriction becomes effective as provided hereunderin Section 3.1, until such Restricted Unreleased Shares are no longer Restricted Shares pursuant to the terms hereofvested, or until such time as this Agreement no longer is in effect. Upon lapsing vesting of the restrictions associated with Restricted Unreleased Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Holder the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s 's possession belonging to the ExecutiveHolder, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure At the availability for delivery of Restricted Shares upon repurchase 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 Company Parties at Deutsche Bank (the “Escrow Agent”). Such escrow account will be established pursuant to an escrow agreement in a form reasonably agreed to by the Lapsing Repurchase Right hereunder, Parties (the Executive hereby appoints “Escrow Agreement”) with the secretary 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 treated as deferred purchase price eligible for installment sale treatment under Section 453 of the CompanyInternal Revenue Code of 1986, as amended (the “Code”) and any corresponding provision of foreign, 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 investment and reinvestment of the Escrow Amount, or any other person portion thereof, shall be allocable to Buyers 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, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be designated by Seller prior to the Company, Closing. Clause (iv) of the preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as escrow agent, as a contingent payment without a stated maximum selling price under Section 453 of the Executive’s attorney-in-fact Code and the Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax Returns consistently with the foregoing. Buyers shall be entitled to sell, assign receive quarterly distributions from the Escrow Fund in an amount equal to 40% of the interest and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company earnings which are allocable to Buyers 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementclause (ii) above.

Escrow. To insure At the availability for delivery Effective Time, the Escrow Amount shall be delivered or caused to be delivered by Parent to The Bank of Restricted Shares upon repurchase by New York Mellon as escrow agent (the Company “Escrow Agent”), pursuant to the Lapsing Repurchase Right hereunderprovisions of the escrow agreement in substantially the form attached as Exhibit D hereto, subject to any amendments to such form requested by the 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 Executive hereby appoints the secretary Stockholders’ Representative, on behalf of the CompanyEscrow 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 Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any other person designated portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The terms and provisions of the 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 the Companyholders of Company Stock and, as escrow agentin the case of the Principal Stockholders, as the Executive’s attorney-in-fact to sell, assign their execution and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution delivery of this Agreement, deliver and deposit with shall constitute approval by such holders, as to the secretary specific terms of the CompanyMerger, or and the irrevocable agreement of such other person designated holders to be bound by the Companyand comply with, the share certificates representing Escrow Agreement and all of the Restricted Sharesarrangements and provisions of this Agreement relating thereto, together with including, without limitation, the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by deposit of the secretary or other designee in Escrow Amount into escrow, pursuant the obligations with respect to Damages, the Joint Escrow Instructions indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Company and Executive attached hereto as Exhibit A-2Stockholders’ Representative, until the Company exercises its Lapsing Repurchase Right as provided hereunderfor herein and in the Escrow Agreement. The release of the Escrow Funds (or any portion thereof) will occur on the fifteen (15) month anniversary of the Closing, until such Restricted Shares are no longer Restricted Shares pursuant and will be subject to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing hereof and of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement.

Escrow. To insure At the availability Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) At the Effective Time, BOKF shall deposit the principal amount of $1,000,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by (ii) any Representation Allowed Escrow Claim (as hereafter defined) is referred to herein as the Representation Escrow Funds". (b) The 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 delivery certificates of Restricted Shares deposit of comparable size and duration, and upon repurchase maturity as necessary, in three-month certificates of deposit at Bank at the rates and on terms and conditions generally offered by the Company pursuant Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will either be waived by Bank or borne by BOKF. (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 Lapsing Repurchase Right hereundersole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, 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(iii) all payments, if any, repurchased by to be made in respect of any Losses shall be made solely from the Company pursuant Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the Lapsing Repurchase Right extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, upon execution of this Agreementon or before April 15, deliver and deposit with 2002, distribute the secretary Representation Escrow Funds on a pro rata basis to the holders of the CompanyCNBT 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 such other person designated by (ii) a final adjudication determining the Companymerits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the share certificates representing Escrow Agent shall pay the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto claim of BOKF as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary mutually agreed or other designee in escrow, pursuant to the Joint finally adjudicated (an "Representation Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveAllowed Claim"), and the escrow agent 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 interest. (g) 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 discharged deemed actions taken by them as members of all further obligations hereunder 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 those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementRepresentation Escrow.

Escrow. To insure The Shares shall be deposited by the availability for delivery Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of Restricted this Agreement and shall be held in escrow by the Company 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 upon repurchase which have vested (other than any withheld by the Company pursuant to Section 9). In the Lapsing Repurchase Right hereunder, event the Executive hereby appoints the secretary of the Company, Shares are forfeited pursuant to Section 2(c) 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 withheld by the Company pursuant to Section 9, the Lapsing Repurchase Right Company shall give written notice to the Participant and shall, upon execution to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, deliver including the delivery to the Company of those Shares and deposit with stock powers for the secretary of the Company, Shares being forfeited or such other person designated 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 share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Escrow Agent shall promptly deliver such Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company Participant and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to those Restricted Shares; providedthe delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, however, that the escrow agent shall nevertheless 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 disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the 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 vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the escrow agent may be required Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other restrictions imposed legends as the Company deems advisable pursuant to this AgreementSection 6 below.

Escrow. To insure Upon the availability for delivery issuance of Restricted the Non-Escrow Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderin accordance with Section 1.4, the Executive hereby appoints Purchaser shall withhold the secretary Initial Escrow Shares and deliver such shares of the Company, or any other person designated by the CompanyPurchaser Common Stock to Wilmington Trust N.A., as escrow agentagent (the “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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, 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 Escrow Shares shall be held pursuant to the Joint provisions of an escrow agreement substantially in the form of Exhibit C hereto (the “Escrow Instructions of Agreement”). The Escrow Shares will be held by the Company and Executive attached hereto as Exhibit A-2, Escrow Agent until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to date that is 12 months after the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of Closing Date (the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“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 agent 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 claim is fully and finally resolved. By virtue of the execution of this Agreement by a Stockholder, without any further act of any Stockholder, such Stockholder shall nevertheless retain such certificate or certificates be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) in the 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 (iii) the appointment of the Stockholders’ Representative as the escrow representative under the Escrow Agreement of the Stockholders under this Agreement and as the attorney-in-fact and agent may be required pursuant to other restrictions imposed pursuant to this Agreementfor and on behalf of such Stockholder.

Escrow. To insure A. Capitalized terms used herein shall have the availability for delivery same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of Restricted Shares upon repurchase $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) any breach of any representation, warranty or covenant made by the Company pursuant 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 Lapsing Repurchase Right hereunderSeller 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 Executive hereby appoints the secretary Parties agree that within twenty (20) days of Seller’s denial of the Companyclaim 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 paid out of the Escrow Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any other person designated by compromise or settlement made shall be paid out of 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 Escrow Fund up to the Lapsing Repurchase Right amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and shallagreed that the Seller’s obligations under the Escrow Agreement as to any expenses, upon execution costs or otherwise and in connection with any indemnification claim shall be limited to the amount of the Escrow Fund. Notwithstanding any provision of this Agreement, deliver and deposit Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the secretary expense of such defense being paid out of the Company, or such Escrow Fund. Seller cannot settle a matter other person designated by than for dollar damages without 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions consent of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementBuyer.

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 Restricted the Shares upon repurchase by the Company pursuant to Company’s exercise of the Lapsing Repurchase Right hereunderOption, the Executive Purchaser hereby appoints the secretary Secretary of the Company, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted SharesStock, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right Option and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted any and all Unvested Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. . The Restricted share certificates representing the Unvested Shares and the stock assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Purchaser attached hereto as Exhibit A-2A hereto, until the Company exercises first to occur of (i) the Company’s exercise of its Lapsing Repurchase Right as provided hereunderOption with respect to any such Shares, until (ii) the date on which such Restricted Shares are no longer Restricted Shares pursuant cease to the terms hereofbe Unvested Shares, or until such time as (iii) this Agreement no longer is ceasing to be in effect. Upon lapsing of Promptly following the restrictions associated with Restricted date on which any Shares cease to be Unvested Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Purchaser the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutivePurchaser, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

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 Restricted Holder’s Unreleased Shares upon repurchase by the Company forfeiture pursuant to the Lapsing Repurchase Right hereunderSection 3.1, the Executive Holder hereby appoints the secretary of the CompanySecretary, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Unreleased Shares, if any, repurchased by the Company forfeited pursuant to the Lapsing Repurchase Right Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Unreleased Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. 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 Restricted Unreleased Shares and stock assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Holder attached hereto as Exhibit A-2C hereto, until the Company exercises its Lapsing Repurchase Right Forfeiture Restriction becomes effective as provided hereunderin Section 3.1, until such Restricted Unreleased Shares are no longer Restricted Shares pursuant to the terms hereofvested, or until such time as this Agreement no longer is in effect. Upon lapsing vesting of the restrictions associated with Restricted Unreleased Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Holder, upon request, the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveHolder, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure the availability for delivery of Restricted (a) Unvested Shares upon repurchase will be held by the Company pursuant to the Lapsing Repurchase Right hereunderor its authorized representatives until (i) they are forfeited, the Executive hereby (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. Holder appoints the secretary of the Company, or any other person designated by the Company, Company and its authorized representatives as escrow agent, as the ExecutiveHolder’s attorney-inattorney(s)-in-fact to sell, assign take all actions necessary to effect any transfer of forfeited Unvested Shares (and transfer unto the Company, such Restricted SharesRetained Distributions (as defined below), if any, repurchased by paid on such forfeited Unvested Shares) to 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to this Agreement and to execute such representations or other restrictions imposed pursuant documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) 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 the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or 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 restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

Escrow. To insure Notwithstanding anything herein to the availability for delivery 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 Restricted Shares upon repurchase 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 Company pursuant 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 Lapsing Repurchase Right hereunderdefinition of Term B Loan Maturity Date, which for the Executive hereby appoints avoidance of doubt, will be 7.5 years from the secretary date of the Companysuch funding into escrow, 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 subject to the Lapsing Repurchase Right and shall, upon execution terms of this Agreement, deliver and deposit . (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 secretary 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 such other person designated by accounts pending release on the Acquisition Closing Date pursuant to an escrow agreement among the Company, the share certificates representing Administrative Agent and an escrow agent, in each case, in form and substance reasonably satisfactory to the Restricted Shares, together with Company and the stock assignment, duly endorsed Arrangers; provided that in blank, attached hereto as Exhibit A-l. 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 Restricted Shares Lenders and stock assignment shall be held by Issuers hereby authorize the secretary or other designee Administrative Agent to enter into such escrow agreement. (xii) While in escrow, pursuant 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 Joint Escrow Instructions extent any New Senior Unsecured Notes are funded into escrow prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Administrative Agent will notify the Term B Lenders of such borrowing notice and each Term B Lender shall be required to make the proceeds of their Term B Loans available to the Administrative Agent on such Borrowing Date as set forth in Section 2.3. (xiv) Each Lender and Issuer consents to the terms of this Section 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, including Section 8.2, the Company and the Administrative Agent may make any changes to the Loan Documents with only the consent of the Company and Executive attached hereto as Exhibit A-2the Administrative Agent (and no other Lender or Issuer) to ensure this Agreement adequately reflects the nature of the Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, until to the Company exercises its Lapsing Repurchase Right as provided 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 Lenders hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to as determined by the terms hereof, or until such time as this Agreement no longer is Administrative Agent in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementits sole discretion.

Escrow. To insure As the availability sole remedy 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 indemnification obligations set forth in Article VII of this Agreement, deliver and deposit with the secretary 1,100,000 of the Company, or such other person designated by Holdco Shares to be issued to 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, Stockholders pursuant to the Joint Transaction Merger (the “Escrow Instructions 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 Executive attached conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto as Exhibit A-2(the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), until the Company exercises its Lapsing Repurchase Right as provided hereunderEscrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, until less any of such Restricted Shares are no longer Restricted Shares shares applied in satisfaction of a claim for indemnification pursuant to the terms hereofArticle VII and any of such shares related to a claim that is then unresolved, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to same proportions as originally deposited into escrow. The remaining Escrow Shares (the Executive, and the escrow agent “Environmental Indemnity Shares”) shall be discharged of all further obligations hereunder available for indemnification only with respect to those Restricted Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares; provided, howeverless any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, that to each recipient in the escrow agent same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall nevertheless retain be delivered to such certificate or certificates as the escrow agent may be required Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to other restrictions imposed pursuant Article VII with respect to this Agreement(y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. 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 Restricted Shares and stock assignment Escrow Deposit shall be held by the secretary or other designee 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 escrowaccordance 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 Joint Escrow Instructions Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 6.11, the maximum liability of the Company and Executive attached hereto the Stockholders collectively shall be limited to the Escrow Deposit and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion (as Exhibit A-2, until defined below) of the Escrow Deposit and the maximum liability of the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant and the Stockholders collectively for the Excluded Obligations shall be limited to the terms hereof, or until Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such time Stockholder’s Pro Rata Portion (as this Agreement no longer is in effect. Upon lapsing defined below) of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Losses up to the Executive aggregate amount of the certificate Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a “Pro Rata Portion” of a Stockholder as to any Losses or certificates representing such Restricted Shares which are no longer subject as to the Lapsing Repurchase Right in the escrow agent’s possession belonging Escrow Deposit shall be equal to the Executivepercentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 11.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, and disposed of or otherwise transferred by the escrow agent shall be discharged of all further obligations hereunder Stockholders or any affiliate in an arms-length transaction, then with respect to those Restricted Shares; providedand in lieu of the shares of Parent Common Stock so sold, however, that the escrow agent Parent shall nevertheless retain such certificate be entitled to recover against any and all cash or certificates as the escrow agent may be required pursuant to other restrictions imposed proceeds so obtained. Any Losses payable pursuant to this AgreementSection 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the same proportion as such 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 in 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. To insure At or prior to the availability Closing, the Purchaser Representative, the Seller Representative 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 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 Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for delivery the obligations of Restricted Shares upon repurchase 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 Stockholders 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.Article I.

Escrow. To insure 9.1 On the availability Completion Date, the Purchaser shall transfer that number of New OpenTV Shares (valued at (Pounds)10.43 per share) which is equal to 15% of the Consideration payable on Completion on account of the Vendors in an amount equal to their proportionate Consideration to be registered in the name of, 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 delivery 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 Restricted Shares upon repurchase the Vendors. 9.3 The Escrow Fund shall continue to be held by the Company pursuant 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 Lapsing Repurchase Right hereunderPurchaser 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 Executive hereby appoints date when there is a final determination of whether such claim becomes an Agreed Claim and such claims (to the secretary extent that they, in fact, become Agreed Claims) have been fully satisfied out of the Company, or any other person designated by Escrow Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to the Company, as escrow agent, as release of some of the Executive’s attorney-in-fact to sell, assign Escrow Shares and transfer unto the Company, such Restricted Sharescash in Pounds Sterling, if any, repurchased by after the Company expiry of the date one year after the Completion Date if, in the Purchaser's reasonable opinion, the remaining Escrow Shares or cash held after such release are reasonably adequate to cover potential liabilities in relation to claims formerly notified. Any such Escrow Shares or cash released shall be dealt with pursuant to the Lapsing Repurchase Right and shall, clause 9.5 as if they had been released upon execution of this Agreement, deliver and deposit with the secretary a termination of the Company, or such other person designated by Escrow Fund. 9.5 Upon the CompanyEscrow Fund terminating, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Escrow Agent 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Vendors all Escrow Shares which are no longer subject to the Lapsing Repurchase Right and other property remaining in the escrow agent’s possession belonging Escrow Fund. Deliveries of Escrow Shares to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed Vendors pursuant to this Agreementclause 9.5 and the 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 the London Court of International Arbitration, with the seat of arbitration in London, England.

Escrow. (a) The 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 Shares Stock upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderSection 2.1 or forfeiture pursuant to Section 2.2, the Executive Restricted Stockholder hereby appoints the secretary of the CompanySecretary, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Sharesshares, if any, repurchased by the Company or forfeited pursuant to the Lapsing Repurchase Right this Agreement and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted SharesStock, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. A. The Restricted Shares Stock and stock assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive the Restricted Stockholder attached hereto as Exhibit A-2B, until all of the Restrictions expire or shall have been removed. As a further condition to the Company’s and the Employer’s obligations under this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the Company exercises its Lapsing Repurchase Right the Consent of Spouse attached hereto as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to Exhibit C. Upon the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing lapse of the restrictions associated with Restrictions on the Restricted SharesStock, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Restricted Stockholder the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right shares in the escrow agent’s possession belonging to the ExecutiveRestricted Stockholder, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The 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 repurchase by the Company forfeiture pursuant to the Lapsing Repurchase Right hereunderSection 2.1, the Executive Restricted Shareholder hereby appoints the secretary of the CompanySecretary, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Sharesshares, if any, repurchased by the Company forfeited pursuant to the Lapsing Repurchase Right this Agreement and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, share assignment duly endorsed in blank, attached hereto as Exhibit A-l. A. The Restricted Shares and stock share assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive the Restricted Shareholder attached hereto as Exhibit A-2B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company exercises its Lapsing Repurchase Right the Consent of Spouse attached hereto as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to Exhibit C.??] Upon the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing lapse of the restrictions associated with Restrictions on the Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Restricted Shareholder the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right shares in the escrow agent’s 's possession belonging to the ExecutiveRestricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure 12.1 The Escrow Amount together with the availability for delivery 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 Restricted Shares upon repurchase 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 Company Escrow Agent as follows: (a) on the date which is 9 (nine) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be paid to the 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 Lapsing Repurchase Right hereunderPurchaser 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 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 date is not a Business Day, the Executive hereby appoints next Business Day following such date), there shall be paid to the secretary Ordinary Shareholder out of the CompanyEscrow Account, or the balance of all monies then to the credit of the Escrow Account less the aggregate of: (i) the amount of any other person designated Claims and/or Other Claims by the CompanyPurchaser 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; (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 escrow agenthaving 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, as there shall forthwith be paid to the Executive’s attorney-in-fact to sellOrdinary Shareholder out of the monies remaining in the Escrow Account, assign and transfer unto the Company, such Restricted Sharesamount, if any, repurchased by which the amount of those monies remaining in the Escrow Account, shall from time to time exceed the aggregate of: (i) the amount of any Claims and/or Other Claims made by the Company 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 the extent so paid to satisfy the Claim(s) and/or Other Claims in respect of which such monies are paid out. 12.3 References in this Clause 12 to a Claim or Other Claims being agreed or determined or lapsed shall be: (a) to an agreement evidenced by joint written instructions signed on behalf of both the Ordinary Shareholder and the Purchaser stating: (i) the agreed amount of such Claim and/or Other Claims (if any) either for which the Ordinary Shareholder is liable and/or (if any) the agreed amount of such Claim and/or Other Claims for which the Ordinary Shareholder is not liable and/or (if any) the amount of such Claim and/or Other Claims still in dispute; or (ii) that the relevant Claim and/or Other Claims has lapsed; (b) to a determination of the Expert in accordance with the provisions of Clause 8 indicating on its face the amount of such Other Claim for which the Ordinary Shareholder is or is not liable; or (c) to a determination of the courts of England evidenced by an amount indicating on its face: (i) the amount of such Claim and/or Other Claims for which the Ordinary Shareholder is or is not liable; or (ii) that the relevant Claim and/or Other Claims has lapsed. 12.4 Each Claim or Other Claim, in order to be recognised as being validly made, must be made in writing, shall give such reasonable details of the Claim or Other Claim as may be available at that time (to include an estimate of a monetary amount of such Claim or Other Claim which shall be a fair, reasonable and bona fide estimate of the level of such Claim or Other Claim) and shall be delivered to the Ordinary Shareholder in accordance with paragraph 2 of Schedule 5 (Sellers’ Limitations on Liability) and Clause 33. 12.5 The Purchaser and the Ordinary Shareholder shall instruct the Escrow Agent that it is hereby irrevocably instructed by the Ordinary Shareholder and the Purchaser to sign money transfer orders on the Escrow Account for the release of principal monies as follows: (a) upon the receipt by the Escrow Agent of joint written instructions pursuant to Clause 12.3(a), to the Purchaser in respect of the amount (if any) of an agreed Claim and/or Other Claim; (b) upon the receipt by the Escrow Agent of (i) a determination pursuant to Clause 12.3(b); and/or (ii) an award or order pursuant to Clause 12.3(c), to the Purchaser in respect of the amount (if any) of the Claim and/or Other Claims for which the Ordinary Shareholder is liable; (c) on the date which is 9 (nine) months following the Completion Date (or if such 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(a); (d) on the date which is 36 (thirty six) months following the Completion Date (or if such 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 case may be): (i) the specified or estimated amounts of Claims and/or Other Claims which the Purchaser notifies to the Escrow Agent have been validly notified to the Ordinary Shareholder pursuant to the Lapsing Repurchase Right and shall, upon execution 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 award referred to in Clause 12.3(c) which is received by the Escrow Agent; and (iv) amounts previously paid from the Escrow Account, deliver but not any other matters. 12.6 All interest earned on principal in the Escrow Account (less Tax if applicable) shall be payable to the Ordinary Shareholder and deposit 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 secretary Ordinary Shareholder shall be made by electronic transfer to GM’s Designated Account. Any payment to be made in accordance with this Clause 12 to the Purchaser shall be paid by electronic transfer to an account notified by the Purchaser to the Escrow Agent in writing at least two (2) Business Days before the date of payment. 12.8 The payment by the Escrow Agent of all or any part of the CompanyEscrow Amount and/or the Additional Escrow Amount to the Ordinary Shareholder or Purchaser, or such other person designated as appropriate, shall constitute a good discharge by the Company, Escrow Agent in respect of each such payment and the share certificates representing Escrow Agent shall not be concerned to see to the Restricted Shares, together with application of each such payment. The fees and expenses of the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Escrow Agent shall be held by borne equally as between the secretary or other designee in escrow, pursuant to Purchaser (on the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, one hand) and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that Ordinary Shareholder (on the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementhand).

Escrow. To insure The parties to the availability for delivery of Restricted Shares upon repurchase by Escrow Agreement shall instruct the Company Escrow Agent, pursuant to the Lapsing Repurchase Right hereunderterms of the Escrow Agreement, to promptly pay any amounts due and owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the 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 in no event shall the ESOP, the Executive hereby appoints Option Holders or the secretary SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the CompanyEscrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, or any other person designated by the CompanyESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, as escrow agentand to be paid to, as the Executive’s attorney-in-fact Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an amount equal to sell, assign and transfer unto the Company, such Restricted Sharesaggregate amount, if any, repurchased by the Company pursuant of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the Lapsing Repurchase Right extent such claims for indemnification remain pending and shallunresolved at such time. Thereafter, upon execution as soon as reasonably practicable after the resolution of this Agreementeach such outstanding indemnification claim, deliver if any, but in no event later than five (5) Business Days thereafter, the ESOP and deposit with Purchaser shall each direct the secretary Escrow Agent, after disbursement to Purchaser Indemnitees of the Companyapplicable portion of the Escrow Funds, 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrowif any, pursuant to this Article X in connection with such resolution, to release to the Joint ESOP and to the Company on behalf of, and to be paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Instructions Percentages, all remaining Escrow Funds in excess of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing remaining aggregate amount of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder Losses with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementunresolved indemnification claims.

Escrow. To insure Within thirty (30) days after the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderClosing Date, 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 Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Restricted SharesBuyer Representative (the "Escrow Agent"), together with shall execute and deliver an Escrow Agreement, in form and substance reasonably satisfactory to the stock assignmentCompany and the Buyer Representative (as amended or modified from time to time, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow"Escrow Agreement"), pursuant to which any proceeds (the Joint "Escrow Instructions Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as defined in the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of the Common Stock exceeds $2.80 (as adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and so long as no Event of Default (as defined in the Notes) has occurred or any event shall 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 Executive attached hereto as Exhibit A-2, the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as defined below) (i) the Company exercises its Lapsing Repurchase Right shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At such time as provided hereunderany Buyer elects an Escrow Funds Redemption (as defined in the Notes), until the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Restricted Shares are no longer Restricted Shares Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms hereof, or until of the Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the Notes then held by each of the Buyers). The Company shall maintain the Escrow Account for so long as any Notes remain outstanding. At such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted SharesNotes remain outstanding, the escrow agent Company and the Buyer Representative shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject Escrow Agent joint written instructions to release to the Lapsing Repurchase Right Company the Escrow Amount then on deposit in the escrow agent’s possession belonging to Escrow Account (the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement"Escrow Termination Date").

Escrow. To insure (a) On or prior to the availability for delivery of Restricted Shares upon repurchase by Closing Date, the Stockholders’ Representative, the Parent and Branch Banking and Trust Company (the “Escrow Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”). (b) Parent shall withhold Seven Million Dollars ($7,000,000) (the “Initial Escrow Amount”) from the Merger Consideration to be paid at Closing and deposit such amount into escrow pursuant to the Lapsing Repurchase Right hereunderterms of the Escrow Agreement. (c) Parent shall withhold an amount up to ten percent (10%) of any Initial Order Cash Consideration or Performance Payment that may become payable (the “Additional Escrowed Funds”) and deposit such amounts in to escrow pursuant to the terms of the 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 subject to the terms and conditions of the Escrow Agreement, the Executive hereby appoints Escrow Amount shall be held in escrow until receipt by the secretary 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 CompanyEscrow Agreement, or the Escrow Amount shall be held in escrow until the date that is twelve (12) months after the Closing Date. (e) Notwithstanding any other person designated by provisions of this Agreement to the Companycontrary, as escrow agent, (i) the Parent shall be treated for income Tax purposes as the Executive’s attorney-in-fact beneficial owner of the Escrow Amount and all earnings thereon until such time as any such funds are distributed pursuant to sellthe Escrow Agreement, assign and transfer unto the Company(ii) until distributed, such Restricted Sharesfunds shall secure the payment of (a) the purchase price adjustments, if any, repurchased by the Company pursuant to Section 1.12 and (b) the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary indemnity obligations 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, Participating Holders pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementARTICLE IX.

Escrow. To insure 2.3.1 Purchaser and Seller agree that $400,000 allocated among this and the availability two LLC Purchase Agreements of the Cash Consideration shall, on the Closing Date, be deposited in an interest-bearing escrow account (the “Escrow Account”) with The Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and Seller, for delivery the purpose of Restricted Shares upon repurchase 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 submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the Company two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to the Lapsing Repurchase Right hereunderparagraph 2.2.2. hereof (“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, the Executive hereby appoints the secretary of the Company, or any other person designated such sums paid shall qualify as an Escrow Payment and shall be paid by the Company, as escrow agent, as Escrow Agent to Purchaser. 2.3.3 If the Executive’s attorney-in-fact to sell, assign and transfer unto Purchaser notifies the Company, such Restricted Shares, if any, repurchased by the Company 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 Lapsing Repurchase Right and shall, upon execution of Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, deliver and deposit the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. The Purchaser shall have the secretary right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (20) days after the date 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint applicable Escrow Instructions Notice of the Company and Executive attached hereto 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 Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until Seller is defending in good faith any such Restricted Shares are no longer Restricted Shares pursuant to claim or demand asserted by a third party against the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutivePurchaser, and the escrow agent Purchaser is not jeopardized by such defense, the Purchaser shall be discharged 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 Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Seller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. The Seller may not, without the prior written consent of the Purchaser, settle or compromise any claim or consent to the entry of any judgment unless such settlement, compromise or consent includes an unconditional release of the Purchaser from any and all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain liability arising out of such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementclaim.

Escrow. To insure By virtue of this Agreement and as security for the availability indemnity obligations provided for delivery of Restricted in Section 6.2(a) hereof, at the Closing, Buyer will keep and retain the Escrow Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary without any act 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. Seller. The Restricted Escrow Shares and stock assignment shall be held available to compensate the Buyer Indemnitees for any claims by the secretary such parties for any Losses suffered or other designee in escrow, pursuant incurred by them and for which they are entitled to the Joint recover under this Article VI. The Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged the sole source of all further obligations hereunder with respect to those Restricted Shares; provided, however, that indemnification from the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed Seller pursuant to 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 have a value equal to the 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 a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be satisfied, at the option of the Buyer (in its sole discretion) in either cash or Escrow Shares in an amount up to the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the amount in cash of the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, to the extent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Shares before requiring satisfaction of such claims in cash.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant Notwithstanding anything to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, contrary contained in Section 1.2(a) 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 elsewhere in this Agreement, deliver and deposit 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 secretary 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 deposited into an escrow account maintained with a financial institution in the United Kingdom (the “General Escrow Account”), to be held and distributed by the Escrow Agent in accordance with the terms of the CompanyEscrow Agreement; and (ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the 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 Cash Cancel Sellers in accordance with the amounts set forth on Schedule 1.2B in the column entitled “Cash Cancel Seller Special Escrow Amount,” and such Special Escrow Amount deposited into an escrow account maintained with a financial institution in the United Kingdom (the “Special Escrow Account”), or such other person designated to be held and distributed by the Company, the share certificates representing the Restricted Shares, together Escrow Agent in accordance with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions terms of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement.

Escrow. (a) Employee hereby authorizes and directs the secretary of the Company, or such other person designated by the Company from time to time, to transfer any Unreleased Shares which are forfeited pursuant to Section 2 above from Employee to the Company. (b) To insure the availability for delivery of Restricted Employee’s Unreleased Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderforfeiture under Section 2, the Executive Employee hereby appoints the secretary of the Companysecretary, or any other person designated by the CompanyCompany as escrow agent from time to time, as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Unreleased Shares, if any, repurchased forfeited by the Company Employee pursuant to the Lapsing Repurchase Right Section 2 and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates certificate(s) representing the Restricted Unreleased Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. A. The Restricted Unreleased 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 Employee attached hereto as Exhibit A-2B hereto, until the Company exercises its Lapsing Repurchase Right Shares are forfeited as provided hereunderin Section 2, until such Restricted Unreleased Shares are no longer Restricted Shares pursuant to fully released from the terms hereofForfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon lapsing release of the restrictions associated with Restricted SharesUnreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Employee the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveEmployee, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure Any share certificates issued upon the availability for delivery exercise of Restricted Option 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 shall be deposited with an escrow holder designated by the Company, as escrow agent, as Corporation (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“Escrow Holder”), together with a stock power executed in blank as security for the stock assignmentRight of First Refusal and the Repurchase Option. Accordingly, duly endorsed 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 blankSection 10 and Section 11, attached hereto as Exhibit A-l. The Restricted Shares respectively, and stock assignment any transfer or purported transfer in violation thereof shall be held 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 secretary or Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other designee in escrow, pursuant to the Joint Escrow Instructions restrictions against transfer of the Company and Executive attached hereto Option Shares as Exhibit A-2set forth in this Agreement. The Corporation, until the Company exercises by written resolution adopted by its Lapsing Repurchase Right as provided hereunderboard of directors, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, may terminate the escrow agent shall promptly upon written requestand direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, or periodically without written requestas appropriate, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the Escrow Holder shall not be required to deliver such certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow agent shall nevertheless retain such certificate or certificates as remain subject to the escrow agent may be required pursuant to Repurchase Option, the Right of First Refusal, the Market Stand Off, and all other restrictions imposed pursuant to 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 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 exercise of its duties hereunder, or for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as escrow 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. Optionee and/or Permitted Transferees shall have full voting rights and shall be entitled to dividends, if any, with respect to the escrowed shares.

Escrow. To insure (i) For purposes of facilitating the availability enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for delivery 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 in escrow. The shares of Restricted Shares Stock, together with any other assets or securities held in escrow hereunder, shall be surrendered to Seller for repurchase and cancellation upon repurchase Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow 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 Company Escrow Agent resigns as escrow holder for any or no reason, the Board of Directors of Seller shall have the power to appoint a successor to serve as escrow holder pursuant to the Lapsing terms of this Agreement. Certificates representing the Shares that have been released from the Repurchase Right hereunder, shall be delivered to Buyer upon request promptly after such release. (ii) Buyer shall not be entitled to transfer any shares of Restricted Stock without the Executive hereby appoints the secretary prior written consent of the Company, Seller. If any transfer is made 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 attempted contrary to the Lapsing Repurchase Right and shall, upon execution provisions 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 Restricted Shares and stock assignment purported transfer 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementvoid ab initio.

Escrow. To insure At the availability for delivery of Restricted Shares upon repurchase by Closing, PEGC I OP shall cause the Company Escrowed Consideration to be deposited into an escrow account (the “Escrow Account”) established pursuant to the Lapsing Repurchase Right hereunderEscrow 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) On the first (1st) anniversary of the Closing Date (the “Termination Date”), the Executive hereby appoints Escrow Agent shall deliver to PELP (for the secretary benefit 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 Restricted Shares and stock assignment shall be Contributors) all OP Units then held by the secretary or other designee Escrow Agent in escrow, pursuant to the Joint Escrow Instructions Account in excess of the Company Statute of Limitations Escrow Amount and Executive attached hereto as Exhibit A-2, until (b) on the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to date that is thirty (30) days after the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing expiration of the restrictions associated with Restricted Sharesapplicable 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 Escrow Agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to PELP (for the Executive benefit of the certificate or certificates representing such Restricted Shares which are no longer subject to Contributors) all OP Units then held by the Lapsing Repurchase Right Escrow Agent in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesEscrow Account; provided, however, that if prior to the escrow agent Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or a portion of the OP Units then remaining in the Escrow Account are subject to claims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date (including any potential Third-Party Claim referred to in Section 10.05, whether or not such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) upon the Termination Date shall nevertheless retain be equal to the number of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). If at any time after the Termination Date or Statute of Limitations Termination Date, as applicable, 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 certificate or certificates as excess number of OP Units to PELP (for the escrow agent may be required pursuant benefit of the Contributors) and the Escrow Agent shall deliver to other restrictions imposed pursuant to this AgreementPELP (for the benefit of the Contributors) such excess number of OP Units.

Escrow. To insure As security for the availability Seller’s faithful performance of the terms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of Restricted the Repurchase Right as herein provided, upon issuance, the certificates for Shares upon repurchase shall be held in escrow by Union Bank of California N.A. (the Company pursuant “Escrow Agent”) until the earlier of (a) the date on which none of the Shares remain subject to the Lapsing Repurchase Right hereunder, and (b) the Executive hereby appoints the secretary date on which all 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, Shares are repurchased by the Company Buyer pursuant to Section 3.2 (the Lapsing Repurchase Right “Escrow Period”). Notwithstanding the foregoing, however, if the Student Enrollment at all Qualified Educational Institutions is equal to or greater than two hundred thousand (200,000) on December 31, 2010 and shallthere occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, upon execution then Seller shall be entitled, by notice given to the Escrow Agent and Buyer, to cause the Escrow Agent to release to Seller a number of this Agreementshares equal to the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (the “Post IPO Release Right”). Further, the Seller agrees to deliver and deposit with the secretary Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the Company, or such other person designated by the Company, the share certificates representing the Restricted Sharesform attached hereto as Exhibit C, together with the stock assignment, duly endorsed certificate or certificates evidencing the Shares. The foregoing documents are to be held by the Escrow Agent and delivered by the Escrow Agent in blank, accordance with the Escrow Agreement in the form attached hereto as Exhibit A-l. The Restricted D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the Escrow Agent to be held in escrow in the same manner as such Shares. In the event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of Shares (or substituted securities described in Section 3.5) so repurchased or acquired and (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of such Shares and stock assignment shall be (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to Seller of any of the Shares 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted SharesAgent, the Escrow Agent shall also release from escrow agent shall promptly upon written request, to Seller all substituted or periodically without written request, but additional securities and/or other property in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing respect of such Restricted Shares which are no longer subject to the Lapsing Repurchase Right described in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementSection 3.5 below.

Escrow. To insure (a) At or prior to the availability for delivery 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 Restricted 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 upon repurchase (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 Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as 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 Shareholders pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or Article I hereof. (b) The Escrow Property shall not be subject to 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 indemnification claim to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with extent made after the secretary of date which is eighteen (18) months after the Company, or such other person designated by Closing Date (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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date (including those at are revised or adjusted in accordance with Article VI after the Expiration Date) that remain unresolved at the escrow agent 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 Purchaser Share Price as of the Expiration Date) shall nevertheless retain remain in the Escrow Account until such certificate or certificates time as the escrow agent may be required such Pending Claim shall have been finally resolved pursuant to other restrictions imposed pursuant the provisions of Article VI. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to this AgreementPending 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 the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rate Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any Escrow Property remaining in the Escrow 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, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Property.

Escrow. To insure (a) Not later than the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderClosing Date, the Executive hereby appoints Seller shall establish an account (the secretary of the Company, or any other person designated by the Company, "Escrow Account") with an independent financial institution willing to serve as escrow agent, as agent (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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effectAgent"). Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder Save with respect to those Restricted Sharesany claims pursuant to Section 4.1, such account shall serve as Purchaser's sole recourse following the Closing Date with respect to all claims under or relating to this Agreement or the transactions contemplated hereby. At the Closing Date, Purchaser shall deliver the Escrow Amount in cash to the Escrow Agent for deposit into the Escrow Account. The terms of the Escrow Account shall be governed by an Escrow Agreement in the form of Annex 7.1 with such amendments as may be reasonably acceptable to Purchaser and the Seller, and such other amendments as the Escrow Agent shall require and are reasonably agreed by the Seller and Purchaser (the "Escrow Agreement"). (b) 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 claims pursuant to this Agreement (save with respect to any claims pursuant to Section 4.1) from any source other than the Escrow Account and under no circumstances shall Purchaser pursue or seek any recoveries, individually or in the aggregate, in excess of the Escrow Amount or following the 90th calendar day following the Closing Date; and, save with respect to any claims pursuant to Section 4.1, the Purchaser hereby expressly and irrevocably waives any right to do so; provided, howeverfor 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 escrow agent Purchaser is entitled to a payment of funds which are to be paid out of the Escrow Amount, the Escrow Agent shall nevertheless retain release such certificate 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 no rights to any funds remaining in the Escrow Account thereafter or certificates as with respect to any Claims giving rise to the escrow agent may be required 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 absence of any claims pursuant to other restrictions imposed pursuant Section 4.1, agrees to this Agreementtake no action that would impair, impede or delay the foregoing.

Escrow. To insure (a) The number of shares of theglobe Common Stock delivered to the availability for delivery 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 Restricted shares equal to ten percent of the Issuable Shares upon repurchase by (the Company "Escrowed Shares"). The Escrowed Shares shall be held in escrow pursuant to an Escrow Agreement in the form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares with the escrow agent (the "Escrow Agent") pursuant to the Lapsing Repurchase Right hereunderterms of the Escrow Agreement. For such period of time that the Escrowed Shares are held in Escrow, the Executive hereby appoints Seller shall have all rights with respect to the secretary voting of such shares in connection with all matters coming before a vote of the Companyholders of shares of theglobe Common Stock. (b) Notwithstanding anything in this Article VIII to the contrary, or any other person designated claim by a member of theglobe Indemnified Group for indemnification against any Seller shall first be satisfied by recourse to the CompanyEscrowed 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 escrow agentapplicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and hold in treasury) or cancel such released shares and, if the member of theglobe Indemnified Group with respect to such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and the Escrow Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the Sellers, David Rae shall act as the Executive’s representative and attorney-in-fact to sell, assign (▇▇▇ "▇▇▇resentative") on behalf of himself 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 all of the Companyother Sellers, 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in provisions of Section 8.4(d). The Representative shall keep the escrow agent’s possession belonging 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 Executiveprovisions of, and is authorized to act on behalf of, the escrow agent 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 discharged 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 further obligations hereunder of the Sellers. (d) The Representative shall not be liable to any of the Sellers for any error of judgment, act done or omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with respect counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any Person acting or purporting to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant act on behalf of any party to this Agreement or the Escrow Agreement.

Escrow. To insure (a) At or prior to the availability for delivery Closing, Innovate, the Shareholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of Restricted 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 Escrow Shares upon repurchase shall be 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 Shareholders 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. Section 1 hereof. (b) The Restricted Escrow 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer be subject to any indemnification claim after the Lapsing Repurchase Right in date which is six (6) months after the escrow agent’s possession belonging to Closing Date (the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Section 10 hereof prior to the Expiration Date that remain unresolved at the escrow agent 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 nevertheless retain remain in the Escrow Account until such certificate or certificates time as the escrow agent may be required 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 any dividends, distributions or other restrictions imposed pursuant 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 this Agreementthe Exchange Agent for distribution to the Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. To insure (a) In order to satisfy and to establish a procedure for the availability satisfaction of claims by Buyer or its related Indemnified Parties for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderindemnification, Buyer, the Executive hereby appoints the secretary of the CompanyRepresentative, or any other person designated by the Companyand JPMorgan Chase Bank, National Association, Toronto Branch as escrow agent, as agent (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“Escrow Agent”) shall enter into an agreement, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by G (the secretary or other designee in escrow“Escrow Agreement”), on the Closing Date, pursuant to which Buyer shall withhold the Joint Escrow Instructions Amount from the Purchase Price and deposit the Escrow Amount into a fund to be managed by the Escrow Agent and to be used to satisfy the Company’s and the Stockholders indemnification obligations, if any, any set forth in this Article VIII (the “Escrow Fund”). Each Stockholder’s Pro Rata Portion of the Company and Executive attached hereto as Exhibit A-2, until Escrow Amount shall be set forth on the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveCertified Capitalization Table, and the escrow agent aggregate Purchase Price received by each such Stockholder shall be discharged reduced by such amount. (b) The 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 further obligations hereunder with respect amounts theretofore validly distributed out of the Escrow Fund to those Restricted Sharesthe Indemnified Parties pursuant to Section 8.5 hereof, minus (ii) the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Disbursement”); provided, however, that to the escrow agent shall nevertheless extent it is subsequently determined in accordance with Article VIII that the Buyer is not entitled to retain such certificate or certificates as the escrow agent may be required any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the Buyer is not entitled to retain any other restrictions imposed amounts subtracted pursuant to this Section, the Escrow Agent shall promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. As soon as any such claims have been resolved (such resolution to be evidenced by the written agreement of the Indemnified Parties and the Indemnifying Parties or the written decision of the arbitrators as described below), and within five (5) Business Days thereafter, the Escrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of the Escrow Fund not required to satisfy any remaining claims. Interests accrued on the principal shall be paid and allocated entirely to Novacap. In the event of a conflict between the provisions of this Article VIII and the provisions of the Escrow Agreement, the provisions of the Escrow Agreement shall prevail.

Escrow. To insure (a) At the availability for delivery Closing, Buyer will deposit the Escrow Amount, without any act of Restricted Shares upon repurchase Seller, with the Escrow Agent, such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the Company pursuant terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the Lapsing Repurchase Right hereunderabsence of joint written instructions, the Executive hereby appoints Escrow Cash shall be invested by the secretary Escrow Agent in a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and income (including dividends and other distributions in respect of the Company, or any other person designated by Escrow Shares) that accrue on the Company, as escrow agent, as Escrow Amount during the Executive’s attorney-in-fact period of time during which the Escrow Amount is held in the Escrow Fund shall be deemed 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 be part 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesFund; provided, however, that the escrow agent Buyer shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed report and pay the Taxes due on such interest, earnings and income, unless, and until, the Escrow Fund (or any portion thereof) is paid or released to Seller in accordance with the terms of this Agreement. The Escrow Shares shall be appropriately adjusted for stock splits, recapitalizations, combinations and the like consummated by Buyer. (b) 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 AgreementArticle 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 incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow 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 (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a letter setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the Indemnifying Parties or the Indemnified Parties may make a written demand for arbitration of the matter no later than 30 days after the expiration of such 15-day period unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with Section 11.10.

Escrow. To insure the availability for delivery of (a) Restricted Shares upon repurchase will be held by the Company pursuant to the Lapsing Repurchase Right hereunderor its authorized representatives until (i) they are forfeited, the Executive hereby (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. Holder appoints the secretary of the Company, or any other person designated by the Company, Company and its authorized representatives as escrow agent, as the Executive’s attorney-inHolder’sattorney(s)-in-fact to sell, assign take all actions necessary to effect any transfer of forfeited Restricted Shares (and transfer unto the Company, such Restricted SharesRetained Distributions (as defined below), if any, repurchased by paid on such forfeited Restricted Shares) to 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to this Agreement and to execute such representations or other restrictions imposed pursuant documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) 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 the Restricted Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Restricted Share with respect to which the Retained Distributions were paid or 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 restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderhereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Executive Participant hereby appoints the secretary Secretary of the Company, or any other person designated by the Company, as escrow agent, as the ExecutiveParticipant’s attorney-in-in- fact to sell, assign and transfer unto the Company, such Restricted SharesShares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and or the Early Exercise Repurchase Right. The Participant shall, upon execution the exercise of this Agreementa 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 Secretary of the Company, or such other person designated by the Company, the share Share certificates representing the Restricted SharesShares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. 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 Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Participant attached hereto as Exhibit A-2C, until until, if applicable, the Company exercises its Lapsing the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until such Restricted the Shares are no longer Restricted subject to such repurchase rights. Any Unvested Option Shares pursuant that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms hereofand conditions of this Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or until such time any other person designated by the Company, as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Sharesescrow agent, the escrow agent shall promptly promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Participant the certificate or certificates representing such Restricted Vested Option Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveParticipant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. To insure From and after the availability for delivery Closing, any indemnification to which the Buyer Indemnified Parties are entitled under this Agreement shall be satisfied first by recouping such Losses from the Escrow Amount in accordance with the terms and conditions of Restricted Shares upon repurchase this Agreement and the Escrow Agreement, and thereafter, subject to the terms and conditions of this Agreement, the Buyer Indemnified Parties may proceed directly against Seller and/or the Members with respect to such Losses. Upon expiration of the period set forth in Section 7.1(iii), and assuming there are no indemnification obligations claimed by Buyers in good faith or the Company (the “Escrow Release Date”), Buyer and the Seller Representative shall direct the Escrow Agent to release to the Seller Representative (on behalf of Seller, which amounts shall then be paid over to Seller by the Company Seller Representative) the then remaining balance of the Escrow Amount less the aggregate amount of all claims specified in any then unresolved good faith claims for payment therefrom made by the Buyer pursuant to this Agreement. To the Lapsing Repurchase Right hereunderextent that on the Escrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of any unresolved claim for payment made by Buyer and, 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 subsequent to sell, assign and transfer unto the Companysuch date, such Restricted Sharesclaim is resolved, Buyer and the Seller Representative shall promptly direct the Escrow Agent to release (i) to the Buyer that amount, if any, repurchased due in respect of such claim as finally determined pursuant to this Agreement and (ii) to the Seller Representative (on behalf of Seller, which amounts shall then by paid over to Seller by the Company 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 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementimmediately preceding clause (i).

Escrow. 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 As of the CompanyClosing, or any other person designated by Buyer shall deposit in escrow cash in the Companyamount of $[**] (the “Escrow Amount”), as escrow agent, as to be held to fund in part the Executive’s attorney-in-fact to sell, assign indemnification obligations of the Stockholders and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution Optionholders under ARTICLE VIII of this Agreement; provided that, deliver in the event of any adjustment owed by the Stockholders and deposit with the secretary Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Company, Escrow Amount or such other person designated by from the Company, Stockholders and Optionholders directly. Buyer and the share certificates representing Representative (on behalf of the Restricted Shares, together with Stockholders and Optionholders) shall enter into an escrow agreement in the stock assignment, duly endorsed in blank, form attached hereto as Exhibit A-l. The Restricted Shares C (the “Escrow Agreement”) with ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) to govern the terms and stock assignment conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, [**] 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 held by the secretary or other designee in escrow, pursuant released to the Joint Escrow Instructions Representative (on behalf of the Company Stockholders and Executive attached hereto 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 Exhibit A-2of such date, until and (y) and amounts paid to Buyer from the Company exercises its Lapsing Repurchase Right as provided hereunderEscrow Amount prior to such date, until such Restricted Shares are no longer Restricted Shares pursuant shall be released to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing Representative (on behalf of the restrictions associated with Restricted Shares, Stockholders and Optionholders) on the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to date which is [**] following the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementClosing Date.

Escrow. To insure (i) Notwithstanding the availability provisions of Section 2.6(a), as security for delivery certain of Restricted Shares upon repurchase by the Company 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 Lapsing Repurchase Right hereunder“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 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 SharesAdjustment Escrow Amount and, if any, repurchased by the Company applicable 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 CompanySection 7.16, the share certificates representing JV Buyout Escrow Amount, the Restricted Shares“Escrow Amount”), together and shall deposit such amounts at Closing into an account or accounts (the “Escrow Account”) with U.S. Bank, N.A. (the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. “Escrow Agent”). The Restricted Shares and stock assignment Escrow Amount shall be held by the secretary or other designee in escrow, pursuant released to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant Parties according to the terms hereof, or until such time and conditions of an escrow agreement dated as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted SharesClosing Date by and among the Escrow Agent, Parent and the Stockholder Representative on behalf of the Executing Stockholders, the escrow agent shall promptly Executing Option Holders and Non-Owner Participants, in a reasonable form mutually agreed upon written requestin good faith by the Escrow Agent, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, Parent and the escrow agent Stockholder Representative (the “Escrow Agreement”). (ii) An amount equal to Five Million Dollars ($5,000,000) (the “Documentation Escrow Amount”) shall be discharged allocated from the Indemnification Escrow Amount to address Losses of all further obligations hereunder Parent Indemnified Parties that result from a Target Entity’s failure to comply with respect Legal Requirements regarding patient medical record documentation prior to those Restricted SharesClosing (“Documentation Matters”); provided, however, that nothing contained herein shall prevent a Parent Indemnified Party’s recovery from the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required Indemnification Escrow Amount in respect of indemnification claims made pursuant to other restrictions imposed Article IX. (iii) Eighteen (18) months following the Closing Date, the then-remaining balance of the Indemnification Escrow Amount, less 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. (iv) Thirty-six (36) months following the Closing Date, the then-remaining balance of the Documentation Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (v) Upon the earlier of (A) five (5) years following the Closing Date or (B) the final resolution and settlement of all matters and Actions related to the Identified Matters, the then-remaining balance of the Identified Matters Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (vi) On the Adjustment Payment Date, the then-remaining balance of the Adjustment Escrow Amount (after deducting the net amount, if any, that is payable to Parent pursuant to this 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 the applicable Governmental Authority) as soon as practicable (but in no event later than the Company’s next payroll date after the date of the release from the Escrow Account or Stockholder Representative Reserve, as applicable) through the Company’s payroll.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderhereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Executive Participant hereby appoints the secretary Secretary of the Company, or any other person designated by the Company, as escrow agent, as the ExecutiveParticipant’s attorney-in-in- fact to sell, assign and transfer unto the Company, such Restricted SharesShares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and or the Early Exercise Repurchase Right. The Participant shall, upon execution the exercise of this Agreementa 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 Secretary of the Company, or such other person designated by the Company, the share Share certificates representing the Restricted SharesShares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. 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 Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Participant attached hereto as Exhibit A-2C, until until, if applicable, the Company exercises its Lapsing the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until such Restricted the Shares are no longer Restricted subject to such repurchase rights. Any Unvested Option Shares pursuant that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms hereofand conditions of this Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or until such time any other person designated by the Company, as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Sharesescrow agent, the escrow agent shall promptly promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Participant the certificate or certificates representing such Restricted Vested Option Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveParticipant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. To insure Following the availability for delivery of Restricted Shares upon repurchase by the Company pursuant Initial Decision Date and at least thirty (30) calendar days prior to the Lapsing Repurchase Right hereunderPayment Due Date (the “Funding Date”), ASE shall deposit the Initial Decision Amount (the “Escrowed Amount”) by wire transfer in immediately available cash into an escrow account (the “Escrow Account”) with a third party banking institution which is mutually acceptable to ASD and WABCO to be governed by an escrow agreement entered into among WABCO, ASE, the Executive hereby appoints the secretary of the Companyother WABCO Charged Parties, 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, ASD and the escrow agent (the “Escrow Agreement”) in substance and form reasonably acceptable to ASD and WABCO, which Escrow Agreement shall contain customary terms and conditions and shall reflect the agreed upon mechanics set forth in this Section 4.1. Following the deposit of the Escrowed Amount into the Escrow Account, seven Business Days prior to the Payment Due Date (or such earlier date as ASD and WABCO may mutually agree): (i) if, in accordance with Section 2.2, neither ASE (on behalf of the WABCO Charged Parties or B&K Charged Parties) nor ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date, the Escrowed Amount will be discharged released (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; or (ii) if, in accordance with Section 2.2, ASE (on behalf of all further obligations hereunder the WABCO Charged Parties or B&K Charged Parties) or ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date with respect to those Restricted Sharesthe decision rendered against any such Charged Party, the Escrowed Amount will be released seven Business Days prior to the Payment Due Date (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; provided, however, in lieu of the foregoing, if, at least nine Business Days prior to the Payment Due Date, ASE provides or causes to be provided (x) a bank guarantee that is accepted by the European Commission which guarantees the Initial Decision Amount and the amount of any interest that will accrue on the Initial Decision Amount and will be due and owing to the European Commission between the Payment Due Date and the date on which the fine and any accrued interest thereon have been paid in full following the rendering of a final resolution of the Bathroom Fittings and Fixtures Proceedings (including the final judgment concluding the appeal process initiated by the Charged Parties in connection with the Bathroom Fittings and Fixtures Proceedings), in each case determined in accordance with the Initial Decision and the applicable rules in force in the European Union (with copies of such bank guarantee being simultaneously provided to ASD and the escrow agent) and (y) such other evidence, to ASD’s reasonable satisfaction, that the European Commission has accepted the bank guarantee in the form and amount provided by ASE, the Escrowed Amount shall be released if ASD determines, in its good faith discretion, that clause (x) and (y) above have been satisfied (such guarantee being referred to herein as an “Accepted and Confirmed Bank Guarantee”), pursuant to a written instruction delivered by ASD to the escrow agent shall nevertheless retain such certificate in accordance with the Escrow Agreement, by wire transfer of immediately available funds to an account designated by ASE. For the avoidance of doubt, from and after the time ASE provides or certificates as the escrow agent may causes to be required pursuant to other restrictions imposed provided an Accepted an Confirmed Bank Guarantee in accordance with this Agreement (whether through an Early Payment or pursuant to this AgreementSection 4.1(b)(ii)), according to the standard practice of the European Commission, ASE shall have the right, with the consent of ASD, to replace such bank guarantee, in whole or in part, with a provisional payment in the manner specified by the Initial Decision or as otherwise agreed by the European Commission and ASD.

Escrow. To insure 13.1. The parties hereto have mutually requested that the availability Escrow Agent act as escrow agent for delivery the purpose of Restricted Shares upon repurchase holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. 13.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the Company Escrow Agent in an interest bearing account approved by Purchaser. 13.3. The ▇▇▇▇▇▇▇ Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Lapsing Repurchase Right Escrow Agent shall have received notice from Seller and Purchaser authorizing release of the ▇▇▇▇▇▇▇ Money or the occurrence of the Closing, at which time the ▇▇▇▇▇▇▇ Money shall be paid to Seller and applied to the Purchase Price. (a) The Escrow Agent is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. (b) The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent harmless and indemnify the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent's negligence or willful misconduct. (c) It is further understood by Seller and Purchaser that if, as a result of any disagreement between them or adverse demands and claims being made by any of them upon the Escrow Agent, or if the Escrow Agent otherwise shall become involved in litigation with respect to this Agreement, the Escrow Agent may deposit the ▇▇▇▇▇▇▇ Money with a court of competent jurisdiction and/or in accordance with the order of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the Escrow Agent and shall reimburse the Escrow Agent on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section 13.4, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party. (d) In taking or omitting to take any action whatsoever hereunder, the Executive hereby appoints Escrow Agent shall be protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall the secretary Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of negligence or bad faith. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith and without negligence in accordance with the advice of such counsel. 13.5. Upon the satisfaction of the Companymutual obligations of the parties hereunder, the Escrow Agent shall promptly submit for recording or any other person designated by the Companyfiling, as escrow agentapplicable, all appropriate instruments delivered to it at the Closing. 13.6. The Escrow Agent shall have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect the Escrow Agent's rights or obligations hereunder. 13.7. The Escrow Agent hereby agrees to serve as the Executive’s attorney-in-fact "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 14.1 hereof, and Seller, Purchaser and the Escrow Agent agree 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 retain a copy of this Agreement, deliver and deposit with Agreement for a period of four years following the secretary end of the Company, or such other person designated by calendar year in which the Company, Closing occurs. The provisions of this Section shall survive the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementClosing.

Escrow. To insure (a) At the availability for delivery Closing, Swiss Buyer will pay the Escrow Amount, by wire transfer of Restricted Shares upon repurchase by immediately available funds, to the Company Escrow Account with the Escrow Agent pursuant to the Lapsing Repurchase Right hereunderEscrow Agreement. Subject to Section 2.14(b), the Executive hereby appoints Escrow Amount plus all earnings thereon (the secretary “Escrow Funds”) will be available to satisfy any indemnification claims made by a Buyer Indemnified Party during the Escrow Period and any unclaimed amounts shall be released and distributed to US Seller (for the benefit of each Seller in proportion to the value of the Company, Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers) after the expiration of the Escrow Period. (b) If any Buyer or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact Buyer Indemnified Party (acting in good faith) has submitted to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant an Indemnifying Party a notice for indemnification under Article VI of this Agreement on or prior to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary end of the CompanyEscrow Period, or then Buyers’ right to recourse against such other person designated by portion of the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto Escrow Funds as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant is equal to the Joint Escrow Instructions sum of all amounts set forth in such notices that remain unresolved or that have been resolved but have not yet been paid to Buyers shall survive after the expiration of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or Escrow Period until such time as such claim is fully and finally resolved and any applicable funds have been distributed to the Buyer Indemnified Parties, at which time the remaining balance thereof shall be released and distributed to US Seller (for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers). Any amount due to a Buyer Indemnified Party pursuant to Article VI hereof shall be paid by the Escrow Agent from the Escrow Funds in accordance with Section 6.7 hereof and the Escrow Agreement; provided, that nothing in this Section 2.14 shall limit or expand the rights of any Buyer Indemnified Party under Article VI hereof. With respect to matters relating to disbursements from the Escrow Funds, Swiss Buyer and US Seller each agrees to execute joint written instructions to the Escrow Agent in a manner consistent with the terms and conditions of this Agreement. (c) At the Closing, Swiss Buyer will pay the Tooling Escrow Amount, by wire transfer of immediately available funds, to the Tooling Escrow Account with the Escrow Agent pursuant to the Escrow Agreement. Subject to Section 2.14(d), the Tooling Escrow Amount plus all earnings thereon (the “Tooling Escrow Funds”) will be available to satisfy any indemnification claims made by a Buyer Indemnified Party during the Tooling Escrow Period and any unclaimed amounts shall be released and distributed to US Seller (for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers) after the expiration of the Tooling Escrow Period. (d) If Buyers or any Buyer Indemnified Party (acting in good faith) has submitted to an Indemnifying Party a notice for indemnification pursuant to Section 6.2(g) of this Agreement no longer is in effect. Upon lapsing on or prior to the end of the restrictions associated Tooling Escrow Period, then Buyers’ right to recourse against such portion of the Tooling Escrow Funds as is equal to the sum of all amounts set forth in such notices that remain unresolved or that have been resolved but have not yet been paid to Buyers shall survive after the expiration of the Tooling Escrow Period until such time as such claim is fully and finally resolved and any applicable funds have been distributed to the Buyer Indemnified Parties, at which time the remaining balance thereof shall be released and distributed to HK Seller (on behalf of the Sellers). Any amount due to a Buyer Indemnified Party pursuant to any claims for indemnification pursuant to Section 6.2(g) hereof shall be paid by the Escrow Agent from the Tooling Escrow Funds in accordance with Restricted SharesSection 6.7 hereof and the Escrow Agreement; provided, that nothing in this Section 2.14 shall limit or expand the escrow agent shall promptly upon rights of any Buyer Indemnified Party under Article VI hereof. With respect to matters relating to disbursements from the Tooling Escrow Funds, Swiss Buyer, Parent and each Seller each agrees to execute joint written request, instructions to the Escrow Agent in a manner consistent with the terms and conditions of this Agreement. (e) US Seller agrees that immediately after the disbursement to US Seller of any amounts held in the Escrow Account or periodically without written requestthe Tooling Escrow Account, but in either case any event by no more later than once per calendar yearthe Business Day following any such disbursement to US Seller, deliver US Seller shall distribute any such amount disbursed to each other Seller in proportion to the Executive value of the certificate or certificates representing Transferred Assets owned and Assumed Liabilities owed by each such Restricted Shares which are no longer subject Seller relative to the Lapsing Repurchase Right value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers. For the avoidance of doubt, each Buyer and each Seller agrees and acknowledges that disbursements may be made to Swiss Buyer in accordance with the escrow agent’s possession belonging provisions of this Agreement and the Escrow Agreement from the Escrow Account or the Tooling Escrow Account at any time and from time prior to the Executiveend of the Escrow Period or the Tooling Escrow Period, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementapplicable.

Escrow. To insure At the availability for delivery of Restricted Shares upon repurchase by Closing, the Company pursuant shall cause to be deposited shares of BE Stock valued at the BE Closing Price in an aggregate amount equal to the Lapsing Repurchase Right hereunderReference Price, minus Nine Hundred Thousand dollars ($900,000) (the Executive hereby appoints "Escrowed Shares"), into an escrow account ("Escrow") to be established with an escrow agent (the secretary of the Company, or any other person designated "Escrow Agent") selected by the Company, as reasonably acceptable to the Shareholders, pursuant to an escrow agentagreement, dated the Effective Date, substantially in the form of Exhibit E (the "Escrow Agreement"). The Escrow Agent will hold the Escrowed Shares, or proceeds from the sale thereof, as provided by the Executive’s attorney-in-fact 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 Escrowed Shares (or proceeds from the sale thereof) from the Escrow pursuant to sellSections 2.2(a), assign (b), and transfer unto (c), subject to claims of the Company under Section 11.2 or reduction in the Net Consideration under Investment earnings on any balances of reinvested Net Proceeds of BE Stock in the Escrow shall accrue to the benefit of the Shareholders, and any fees from and after the Effective Date for maintaining the Escrow shall be paid from the investment earnings balances in the Escrow, and if either 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 at the request of the Shareholder's Representative to the Escrow Agent and after giving notice thereof to the Company, such Restricted . No Escrowed Shares, if anyor proceeds from the sale thereof, repurchased shall be distributed to 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 or the Company such shares shall be valued for purposes of satisfying the obligations owing under this Agreement at the BE Closing Price without reference to the then actual market price of the BE Stock. The Company and the Shareholders shall be responsible for, as applicable, pro rata based on the distributions made under Sections 2.2(a), (b), and (c), and without using any assets in the Escrow shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares. The Shareholders and Company agree that all Escrowed Shares shall be sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall be substituted in place of the Escrowed Shares. Accordingly, the Shareholders hereby irrevocably authorize and direct the Escrow Agent and any agents or representatives of the Company to take any and all actions necessary or appropriate, in such Person's sole and absolute discretion, to effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Company pursuant in a written notice (a "Sale Notice") to be delivered 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementAgent.

Escrow. To insure (a) Simultaneously with the availability for execution and delivery of Restricted Shares upon repurchase this Agreement by an Investor, such Investor shall: (i) promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the Company "Purchase Price", as set forth on such Investor's signature page and opposite its name on the applicable Schedule I affixed hereto, to be paid to an escrow account of Cerberus Counsel, in its capacity as escrow agent hereunder, set forth on Schedule II affixed hereto (the aggregate amounts being held in escrow are referred to herein as the "Escrow Amount"); and (ii) deliver to Cerberus a duly executed counterpart to the Investor Rights Agreement. Cerberus Counsel shall hold the Escrow Amount in escrow in accordance with Section 3.1(b). Cerberus Counsel shall invest the Escrow Amount received pursuant to this Section 3.1(a) in accordance with the Lapsing Repurchase Right hereunderinstructions set forth on Schedule III, annexed hereto and made a part hereof. (b) With respect to each Closing, Cerberus Counsel shall continue to hold the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, Escrow Amount in escrow (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 may be invested pursuant to the Lapsing Repurchase Right Schedule III) in accordance with and shall, upon execution of subject to this Agreement, deliver and deposit with from the secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the sooner of: (x) the Closing Date to which such Escrow Amount applies, or in which case, 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 Restricted Shares and stock assignment Escrow Amount shall be held by distributed in accordance with Section 3.3; or (y) the secretary or other designee applicable Escrow Termination Date applicable to such Escrow Amount (after taking into account any extensions thereof), in escrow, pursuant which case the Escrow Amount attributable to such Closing shall be returned to the Joint Investors in accordance with their written wire transfer instructions delivered to Cerberus Counsel. In the case of an Escrow Instructions Termination Date, if Cerberus Counsel has not received written wire transfer instructions from any Investor before the 30th day after the applicable Escrow Termination Date, then Cerberus Counsel may, in its sole and absolute discretion, either (x) deposit that portion of the Company Escrow Amount to be returned to such Investor in a court of competent jurisdiction on written notice to such Investor and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are Cerberus Counsel shall thereafter have no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder liability with respect to those Restricted Shares; providedsuch deposited funds, howeveror (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Investor or an order from a court of competent jurisdiction, that and in case of clauses (x) and (y), the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent reasonable fees and expenses of Cerberus Counsel may be required pursuant to other restrictions imposed pursuant to this Agreementdeducted from such portion of the Escrow Amount.

Escrow. To insure (a) At or prior to the availability for delivery Closing, the Purchaser, the Purchaser Representative, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of Restricted Shares upon repurchase by the Closing, in form and substance consistent with the provisions of this Agreement and otherwise reasonably acceptable to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Lapsing Repurchase Right hereunderPurchaser shall cause to be delivered to the Escrow Agent at the Closing five percent (5%) of the Exchange Shares 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 Executive hereby appoints “Escrow Shares”), with 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 Escrow Shares, if anyalong with any dividends, repurchased by the Company pursuant distributions and other earnings thereon and other Escrow Property, 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 Restricted Shares and stock assignment shall be held by the secretary 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’ indemnification obligations after the Closing under Article VII. 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 Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other designee than pro rata among all Sellers based on their Pro Rata Share, as indicated in escrow, pursuant writing by the Seller Representative to the Joint Purchaser, the Purchaser Representative and the Escrow Instructions of Agent) during the Company and Executive attached hereto time held in the Escrow Account as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are Escrow Shares. (b) The Escrow Property shall no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer be subject to any indemnification claim after the Lapsing Repurchase Right in date which is twelve (12) months after the escrow agent’s possession belonging to Closing Date (the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date (including those that are revised or adjusted in accordance with Article VII after the escrow agent 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 Purchaser Share Price as of the Expiration Date) shall nevertheless retain remain in the Escrow Account until such certificate or certificates time as the escrow agent may be required such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an 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 earned in a manner other restrictions imposed pursuant than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to this Agreementthe Purchaser, the Purchaser Representative and the Escrow Agent) of such 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 Escrow Account to the Sellers, with each Seller receiving its Pro Rata Share (subject to 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 Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property.

Escrow. To insure (a) On the availability Closing Date, Buyer shall pay (or cause to be paid), by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent, to be held in escrow to satisfy, at least in part, any claims by any Buyer Indemnified Persons (i) for delivery satisfaction of Restricted Shares upon repurchase by the Company any indemnification claim of any Buyer Indemnified Persons pursuant to Article X or (ii) pursuant to this Agreement or in connection with the Lapsing Repurchase Right hereundertransactions contemplated hereby, in each case only to the Executive hereby appoints extent permitted and subject to the secretary limitations set forth herein. The Escrow Agent shall deposit the Escrow Amount into a segregated escrow account. The Escrow Agent shall hold and invest the Escrow Amount in accordance with the terms of the CompanyEscrow Agreement, with any interest accruing to the benefit of Sellers as provided in the Escrow Agreement. (b) Not later than five (5) Business Days following (i) the [***] (“First Release Date”), if the amount of then remaining Escrow Funds as of such date is greater than the Minimum Escrow Amount, then Buyer and Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Sellers’ Representative (for further distribution to Sellers in accordance with their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively) an amount equal to (x) [***], less (y) the aggregate amount of claims to the Escrow Funds by Buyer or any Buyer Indemnified Person that have been paid to any Buyer Indemnified Person or are pending under the terms and procedures set forth in this Agreement and the Escrow Agreement (“Indemnity Pending Claim Amount”) as of the First Release Date. For the avoidance of doubt, if the remaining Escrow Funds is less than the Minimum Escrow Amount, or would be upon payment of any other person designated by pending and claimed payment, then no amount shall be released to Sellers or Sellers’ Representative at such date. No later than five (5) Business Days following the Company[***], Buyer and Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the then remaining Escrow Funds less the Indemnity Pending Claim Amount as of such date to Sellers’ Representative (for further distribution to Sellers in accordance with their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively). The resolution of any dispute that precluded distribution of any portion of the Escrow Funds on the twenty-four (24) month anniversary of the Closing Date shall result in the distribution of the remaining Escrow Funds to Sellers’ Representative (for further distribution to Sellers in accordance with their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively) or to any Buyer Indemnified Person, as escrow agent, applicable. (c) If Sellers or the Asset Seller Owners become obligated (whether through mutual agreement between Buyer or Sellers’ Representative on behalf of Sellers and the Asset Seller Owners as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the Executive’s attorney-in-fact terms hereof or the terms of the Escrow Agreement) to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company provide indemnification or another payment pursuant to or in accordance with the Lapsing Repurchase Right and shall, upon execution terms of this Agreement, deliver Buyer and deposit Sellers’ Representative shall, if necessary for release of the Escrow Funds, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Funds in accordance with the secretary terms of this Agreement and the Escrow Agreement. Nothing in this Section 2.9 shall be construed as limiting claims by a Buyer Indemnified Person for satisfaction of any indemnification or other claims pursuant to Section 10.1 or otherwise, to the amount then held in escrow. Any costs and expenses of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together Escrow Agent in connection with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Escrow Agreement shall be held borne equally by Buyer, on 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveone hand, and Sellers (jointly and severally), on the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementhand.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant (a) At or prior to the Lapsing Repurchase Right hereunderClosing, the Executive hereby appoints Purchaser, the secretary of Seller Representative and Broadridge Financial Solutions, Inc. (or such other escrow agent mutually acceptable to the Purchaser and the Company, or any other person designated by the Company), as escrow agentagent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Executive’s attorney-in-fact Effective Time, in form and substance reasonably satisfactory to sell, assign the Purchaser and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company (the “Escrow Agreement”), pursuant to which the Lapsing Repurchase Right and shall, upon execution Purchaser shall issue to the Escrow Agent (i) a number of this Agreement, deliver and deposit with the secretary shares of Purchaser Common Stock equal to five percent (5%) of the Company, Merger Consideration (the “General Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such other person designated by the Companyshares or into which such shares are exchanged or converted, the share certificates representing “General Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Restricted Shares, General Escrow Shares (together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint General Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the “General Escrow Property”), in a segregated escrow agent account (the “General Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the General Escrow Agreement ***. (i) The General Escrow Property shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver not be subject to any indemnification claim to the Executive extent made after the certificate or certificates representing such Restricted Shares date which are no longer subject to is eighteen (18) months after the Lapsing Repurchase Right in Closing Date (the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares“General Expiration Date”) ***; provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date that remain unresolved at the escrow agent time of the applicable Expiration Date (“Pending Claims”), all or a portion of the applicable 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 under Article VI and the Purchaser Stock Price as of the Expiration Date) shall nevertheless retain remain in the applicable Escrow Account until such certificate or certificates time as the escrow agent may be required such Pending Claim shall have been finally resolved and paid pursuant to other restrictions imposed pursuant the provisions of Article VI. After the applicable Expiration Date, any Escrow Property remaining in the applicable Escrow Account that is not subject to this AgreementPending 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 Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the applicable Escrow Account to the Company Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. ***.

Escrow. To insure (a) At the availability for delivery Closing, pursuant to Section 2(a)(iii) of Restricted Shares upon repurchase the Merger Agreement, DGI shall deposit the Escrow Amount with the Escrow Agent to be held and administered by the Company pursuant to Escrow Agent in accordance with the Lapsing Repurchase Right hereunderprovisions of this Agreement and the Merger Agreement. The Escrow Agent, 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 acknowledges receipt of the Escrow Amount and deposit agrees to hold and administer the Escrow Amount in accordance with the secretary provisions of this Agreement. The parties acknowledge that, except as otherwise provided in this Agreement, the Escrow Amount deposited by DGI shall not be the property of, or be subject to any claims against, DGI, Merger Sub, WBM, MICO or their respective creditors. (b) The purpose of this Agreement is to secure, on the terms and conditions set forth in this Agreement, the obligations of WBM under (i) Section 2(a)(vii) of the CompanyMerger Agreement to pay to DGI the amount by which 122% of the Final Book Value of MICO, as determined pursuant to Section 2(a)(v) or such other person designated 2(a)(vi) of the Merger Agreement, is less than the Preliminary Merger Consideration and (ii) Section 10 of the Merger Agreement to indemnify and hold DGI harmless against (A) any inaccuracy in or breach of the representations and warranties of MICO set forth in Section 3 of the Merger Agreement and (B) any failure of the Shareholders to duly perform or observe any covenant or agreement to be performed or observed 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, Shareholders pursuant to the Joint Escrow Instructions Merger Agreement. (c) If 122% of the Company Final Book Value of MICO is less than the Preliminary Merger Consideration, within five Business Days after the receipt of joint written instructions from WBM and Executive attached hereto DGI, the Escrow Agent shall pay to DGI that amount of the Escrow Amount as Exhibit A-2equals the amount by which the Preliminary Merger Consideration exceeded 122% of the Final Book Value of MICO. (d) If DGI shall have incurred any DGI Damages as a result of a claim covered by Section 10(a) of the Merger Agreement during the relevant period established in Section 10(b) of the Merger Agreement, it shall so notify WBM and the Escrow Agent promptly in writing describing such DGI Damages, the amount thereof, if known, and the method of computation of such DGI Damages, all with reasonable particularity and containing a reference to the provision of the Merger Agreement in respect to which such DGI Damages shall have occurred (a “Claim Notice”). The failure of DGI to promptly notify WBM and the Escrow Agent shall not relieve WBM of its obligations under Section 1(b) of this Agreement or Section 10(a) of the Merger Agreement except to the extent that WBM is prejudiced as a result of the failure of DGI to give prompt notice. (e) Within 20 Business Days of the date of a Claim Notice (the “Response Date”), WBM shall provide a written response (the “Response Notice”) to DGI and the Escrow Agent in which WBM shall (i) agree that the full amount (the “Claimed Amount”) set forth in DGI’s Claim Notice is valid, (ii) agree that part, but not all, of the Claimed Amount (the “Agreed Amount”) is valid or (iii) contest that any of the Claimed Amount is valid. (f) If WBM in a Response Notice agrees that the Claimed Amount is valid, the Escrow Agent shall promptly, following its receipt of the Response Notice, release to DGI that amount of cash from the Escrow Amount as is sufficient to reimburse DGI in full for the Claimed Amount. (g) If WBM in a Response Notice agrees that part, but not all, of the Claimed Amount is valid, the Escrow Agent shall promptly, following its receipt of the Response Notice, release to DGI that amount of cash from the Escrow Amount as is sufficient to satisfy the Agreed Amount. (h) If WBM in a Response Notice contests the release of all or part of the Claimed Amount (the “Contested Amount”), the Escrow Agent shall continue to hold in the Escrow Amount an amount equal to the Contested Amount, notwithstanding the expiration of an applicable time period under Section 10(b) of the Merger Agreement, until the Company exercises its Lapsing Repurchase Right Escrow Agent receives either (i) a copy of a settlement agreement executed by WBM and DGI that sets forth instructions as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereofamount of the Escrow Amount to be released to DGI and WBM, or until such time (ii) a copy of a final, non-appealable court order setting forth instructions as this Agreement no longer is in effect. Upon lapsing to the amount of the restrictions associated with Restricted SharesEscrow Amount to be released to DGI and WBM. (i) After the expiration of one year from the Closing Date, the escrow agent remaining balance of the Escrow Amount shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver be paid by the Escrow Agent to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right Shareholders as set forth in the escrow agent’s possession belonging to the Executive, joint written instructions from DGI and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; WBM provided, however, that to the escrow agent extent DGI has submitted a claim that remains pending as of such date, the Escrow Agent shall nevertheless retain such certificate or certificates not pay out that portion of the Escrow Amount as the escrow agent may would be required pursuant to other restrictions imposed pursuant reimburse DGI if DGI were to this Agreementprevail in the dispute and, upon the resolution of the dispute, pay any remaining balance of the Escrow Amount to WBM.

Escrow. To insure 24.1 Escrow Agent shall hold and disburse the availability Downpayment in accordance with the following provisions: 24.1.1 Escrow Seller’s attorney (“Escrowee”) shall hold the Downpayment for delivery Seller’s account in escrow in a ▇▇▇▇ bank account at Capital One Bank N.A. until Closing or sooner termination of Restricted Shares this contract and shall pay over or apply the Downpayment in accordance with the terms of this paragraph. Escrowee shall hold the Downpayment in an NON interest-bearing account for the benefit of the parties. If the Closing occurs, then Escrow Agent shall deliver the Downpayment to Seller. 24.1.2 If for any reason the Closing does not occur, Escrow Agent shall, at its sole option, either (i) deliver to a court of competent jurisdiction the Downpayment; or (ii) retain the Downpayment until one of the following events shall have occurred: (a) (b) there shall have been served upon repurchase Escrow Agent an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such order or judgment; or (b) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such statement. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands by Seller and Purchaser until and unless it has received a direction of the nature described above. 24.2 Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 24 shall be addressed to the party to receive such notice at its notice address set forth in Section 15 above (with copies to be similarly sent to the additional persons therein indicated). 24.3 Notwithstanding the foregoing, if Escrow Agent shall have received a notice from either Seller or Purchaser (or the attorney representing either of the parties) disputing entitlement to the Downpayment or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Downpayment (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (a) to deposit the Downpayment with the Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Downpayment with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. 24.4 Escrow Agent is acting hereunder solely as a stakeholder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney's fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, including the cost and expense of successfully defending itself against any claim arising hereunder. Notwithstanding anything to the contrary herein contained, Purchaser agrees that Escrow Agent Campolo, Middleton & ▇▇▇▇▇▇▇▇▇, LLP, may represent Seller as Seller’s counsel in any action, suit or other proceeding between Seller and Purchaser or in which Seller and Purchaser may be involved. As between the Parties, Seller shall be liable for any loss or misappropriation of the Downpayment. 24.5 Escrow Agent has executed this Agreement to confirm its agreement to be bound by the Company pursuant terms and conditions set forth in this Agreement with respect to the Lapsing Repurchase Right hereunder, Downpayment. 24.6 The provisions of this Section 24 shall survive the Executive hereby appoints the secretary of the Company, Closing 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 earlier termination 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. To insure 19.1 Escrow Agent shall hold the availability for Downpayment and all interest accrued thereon, if any (collectively, the "Fund") in escrow and shall dispose of the Fund only in accordance with the provisions of this Section 19. 19.2 Escrow Agent shall deliver the Fund to Seller or Purchaser, as the case may be, as follows: (a) to Seller, upon completion of the Closing; or (b) to Seller, after receipt of Seller's demand in which Seller certifies that Purchaser has defaulted under this Agreement, but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Purchaser in accordance with Section 19.3(a), nor thereafter if Escrow Agent receives a Notice of Objection from Purchaser within such ten (10) day period; or (c) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (i) Seller has defaulted under this Agreement, or (ii) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the Fund; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 19.3(a), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Notwithstanding the foregoing, if Purchaser terminates this Agreement prior to the expiration of the Inspection Period, Escrow Agent shall, immediately upon receipt of Purchaser's demand, deliver the Fund to Purchaser. Upon delivery of Restricted Shares upon repurchase by the Company pursuant Fund, Escrow Agent shall be relieved of all liability hereunder and with respect to the Lapsing Repurchase Right hereunderFund. Escrow Agent shall deliver the Fund, at the election of the party entitled to receive the same, by a bank wire transfer of immediately available funds to an account designated by such party. (a) Upon receipt of a written demand from Seller or Purchaser under Section 19.2(b) or (c), except in the event of a demand which states that Purchaser has terminated the Agreement prior to the expiration of the Inspection Period, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the Executive hereby appoints the secretary other party may object to delivery of the CompanyFund to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (i) to continue to hold the Fund until Escrow Agent receives a written agreement of Purchaser and Seller directing the disbursement of the Fund, in which event Escrow Agent shall disburse the Fund in accordance with such agreement; and/or (ii) to take any and all actions as Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement (other than paying the Fund to one of the parties), including, without limitation, depositing the Fund into any court of competent jurisdiction and bringing any action of interpleader or any other person designated proceeding; and/or (iii) in the event of any litigation between Seller and Purchaser, to deposit the Fund with the clerk of the court in which such litigation is pending. (b) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 19.2(b) or (c), or Notice of Objection under Section 19.3(a)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Fund pursuant to Section 19.3(a)(i), (ii) or (iii) and may decline to take any other action whatsoever. In the event the Fund is deposited in a court by Escrow Agent pursuant to Section 19.3(a)(ii) or (iii), Escrow Agent shall be entitled to rely upon the Companydecision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Fund, as escrow agentPurchaser and Seller shall pay the reasonable attorney's fees and costs incurred by Escrow Agent (which said parties shall share equally, as but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party. 19.4 Notwithstanding anything to the Executive’s attorney-in-fact to sellcontrary in this Agreement, assign and transfer unto within one (1) business day after the Companydate of this Agreement, such Restricted SharesEscrow Agent shall place the Downpayment in an Approved Investment. The interest, if any, repurchased by which accrues on such Approved Investment shall be deemed part of the Company Fund; and Escrow Agent shall dispose of such interest as and with the Fund pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit . Escrow Agent may not commingle the Fund with the secretary of the Company, or such any 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 Restricted Shares and stock assignment shall be funds held by Escrow Agent. Escrow Agent may convert the secretary or other designee in escrow, pursuant Fund from the Approved Investment into a non-interest-bearing demand account at an Approved Institution as follows: (a) at any time within three (3) days prior to the Joint Escrow Instructions of Closing Date; or (b) if the Company and Executive attached hereto as Exhibit A-2Closing Date is accelerated or extended, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant at any time within three (3) days prior to the terms hereof, accelerated or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Sharesextended Closing Date; provided, however, that Seller and Purchaser shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the escrow agent Fund in a non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of any such adjournment. 19.5 As used herein, the term "Approved Investment" means (a) any interest-bearing demand account or money market fund in [Citibank, N.A.] located in the City of New York or in any other institution otherwise approved by both Seller and Purchaser (collectively, an "Approved Institution"), or (b) any other investment approved by both Seller and Purchaser. The rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall nevertheless retain such certificate be made in the sole discretion of Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the purpose hereof. 19.6 Escrow Agent shall have no duties or certificates responsibilities except those set forth herein, which the parties hereto agree are ministerial in nature. Seller and Purchaser acknowledge that Escrow Agent is serving without compensation, solely as an accommodation to the escrow agent parties hereto, and except for Escrow Agent's own willful default, misconduct or gross negligence, Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection with its activity as Escrow Agent. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, damage, liability, and expense (including reasonable attorney's fees and disbursements whether paid to retained attorneys or representing the fair value of legal services rendered to itself) which may be required pursuant incurred by reason of its acting as Escrow Agent provided the same is not the result of Escrow Agent's willful default, misconduct or gross negligence. Escrow Agent may charge against the Fund any amounts owed to it under the foregoing indemnity or may withhold the delivery of the Fund as security for any unliquidated claim, or both. 19.7 Any Notice of Objection, demand or other restrictions imposed pursuant notice or communication which may or must be sent, given or made under this Agreement to or by Escrow Agent shall be sent in accordance with the provisions of Section 22. 19.8 Simultaneously with their execution and delivery of this Agreement, Purchaser and Seller shall furnish Escrow Agent with their true Federal Taxpayer Identification Numbers so that Escrow Agent may file appropriate income tax information returns with respect to any interest in the Fund or other income from the Approved Investment. The party ultimately entitled to any accrued interest in the Fund shall be the party responsible for the payment of any tax due thereon. 19.9 Seller and Purchaser waive any claim of conflict of interest by reason of Escrow Agent's actions in that capacity under this Agreement. Purchaser hereby acknowledges that Escrow Agent is the attorney for the Seller, and agrees that Escrow Agent may represent Seller in connection with any and all matters, including without limitation, the transaction contemplated by this Agreement and any litigation, including any action arising out of this Agreement; provided that in no event shall Purchaser be responsible for payment of any fees incidental to any such representation. 19.10 Any amendment of this Agreement which could alter or otherwise affect Escrow Agent's obligations hereunder will not be effective against or binding upon Escrow Agent without Escrow Agent's prior consent, which consent may be withheld in Escrow Agent's sole and absolute discretion. 19.11 The provisions of this Section 19 shall survive the termination of this Agreement and the Closing.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant (a) As set forth in Section 2.3(b)(iv), at or prior to the Lapsing Repurchase Right hereunderClosing, the Executive hereby appoints Buyer shall deposit 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 Escrow Funds 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. Escrow Agent. The Restricted Shares and stock assignment Escrow Funds 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Agent pursuant to the terms hereofof the Escrow Agreement. The Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or until such time as 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 this Agreement no longer and the Escrow Agreement. (b) Promptly following the first Business Day that is in effect. Upon lapsing of at least fifteen (15) months after the restrictions associated with Restricted Shares, Closing Date (the escrow agent shall promptly upon written request, or periodically without written request“Escrow Release Date”), but in either case no event more than once per calendar yearfive (5) Business Days following such date, deliver the remaining portion of the Escrow Funds not then subject to retention pursuant to the Executive Escrow Agreement shall be released from escrow, and thereafter as further amounts of the certificate or certificates representing such Restricted Shares which are Escrow Funds become no longer subject to retention pursuant to the Lapsing Repurchase Right Escrow Agreement, such amounts shall be released from escrow, in each case upon demand by the Seller Representative made pursuant to the Escrow Agreement. Notwithstanding the foregoing, the following amounts (collectively the “Supplemental Escrow Retention”) shall be retained in escrow after the Escrow Release Date, in addition to any other portion of the Escrow Funds then subject to retention pursuant to the Escrow Agreement: (i) if any litigation set forth on Schedule 6.2(f) has not been completely resolved by the Escrow Release Date, $9,305,885 and 151,871 shares of Buyer Common Stock (collectively, the “Special Litigation Retention”), in respect of such litigation, and (ii) 151,871 shares of Buyer Common Stock (the “Surviving Representation Retention”), in respect of the Seller Surviving Representations. If the amounts of cash and Buyer Common Stock then comprising the Escrow Funds are insufficient to fully fund the Supplemental Escrow Retention, then the remaining amounts of cash and Buyer Common Stock comprising the Escrow Funds shall be retained, and if additional amounts thereafter become no longer subject to retention under the Escrow Agreement, such amounts shall be added to the amounts actually retained up to the full amounts contemplated for the Supplemental Escrow Retention. Promptly following the end of the survival period specified in Section 6.4(g), but in no event more than five (5) Business Days following the end of such survival period, any then-remaining portion of the Special Litigation Retention shall be released from escrow, except to the extent that doing so would reduce the remainder of the Supplemental Escrow Retention to an amount less than the amount of the Surviving Representation Retention, net of any prior claims paid therefrom. Promptly following the first Business Day that is at least thirty (30) months after the Closing Date, but in no event more than five (5) Business Days following such date, any then-remaining portion of the Surviving Representation Retention not then subject to retention pursuant to the Escrow Agreement shall be released from escrow. (c) For purposes of Section 2.5(b), and subject to the Escrow Agreement, (i) any amounts released from escrow shall be distributed by the Escrow Agent to the Seller Representative for further distribution to the Sellers in accordance with the Escrow Agreement and the allocations set forth on Schedule 2.3(b), (ii) the value of each share of Buyer Common Stock released from escrow to any Buyer Indemnified Person pursuant to Article VI shall be deemed to equal the Reference Share Price, (iii) except in the case of releases from the Supplemental Escrow Retention in respect of Seller Surviving Representations, any cash and Buyer Common Stock released from escrow agent’s possession belonging shall, to the Executiveextent possible, be released in the same proportions as the Closing Consideration was comprised of cash and Buyer Common Stock, respectively, and (iv) in the escrow agent case of releases from the Supplemental Escrow Retention in respect of Seller Surviving Representations, only Buyer Common Stock shall be discharged of all further obligations hereunder with respect to those Restricted Shares; providedreleased, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementnot cash.

Escrow. To insure the availability for delivery (a) The Indemnity Escrow Amount shall serve as a security for, and a source of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderpayment of, the Executive hereby appoints the secretary of the Company, or any Parent Indemnified Parties’ indemnification rights under this Article VIII (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 Sharesthan Losses under Section 8.02(j)), if any, repurchased and shall be disbursed in accordance with the terms of the Escrow Agreement. The Indemnity Escrow Amount shall be the sole and exclusive source of recourse for the Parent Indemnified Parties for any and all Losses under Section 8.02(a) (except for any such Losses arising from breaches of Company Fundamental Representations, or fraud or intentional misrepresentation). Except for any claims of fraud or intentional misrepresentation, Parent Indemnified Parties shall first seek recourse against the Indemnity Escrow Account for any and all Losses for which Parent Indemnified Parties are entitled to recovery under this Article VIII (other than Losses under Section 8.02(j)) until the Indemnity Escrow Account has been depleted in full. (b) The Special Escrow Amount shall serve as a security for, and a source of payment of, Parent Indemnified Parties’ indemnification rights under Section 8.02(j), if any, and shall be disbursed in accordance with the terms of the Escrow Agreement. The Special Escrow Amount shall be the sole and exclusive source of recourse for the Parent Indemnified Parties for any and all Losses under Section 8.02(j) (except for any such Losses arising from fraud or intentional misrepresentation). (c) The procedures for Parent Indemnified Parties to make claims against the Working Capital Escrow Account, Indemnity Escrow Account and Special Escrow Account, for the Stockholder Representative to object to such claims, and for Parent Indemnified Parties to resolve any such objections shall be as set forth in the Escrow Agreement. (d) Fifty percent (50%) of the Indemnity Escrow Amount and (b) fifty percent (50%) of the Special Escrow Amount, less (i) the aggregate amount, if any, of any payments made in connection with claims properly made in accordance with this Article VIII against the Indemnity Escrow Account and Special Escrow Account, respectively, and (ii) any amounts reasonably determined in good faith by Parent as necessary to satisfy any claims for which an Indemnification Claim Notice or Third-Party Claim Notice was properly made in accordance with this Article VIII, which are not fully resolved and for which payment has not yet been made (such claims, the Company “Outstanding Claims”) against the Indemnity Escrow Account and Special Escrow Account, respectively, prior to the Initial Escrow Release Date, shall promptly be released from the Indemnity Escrow Account and Special Escrow Account, respectively, and delivered to the Exchange Agent for distribution to the Stockholders in accordance with the terms of the Exchange Agent Agreement. Any portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow Account, and the Special Escrow Amount remaining in the Special Escrow Account on the Final Escrow Release Date, less the aggregate amount, if any, of Outstanding Claims properly made in accordance with this Article VIII and not fully resolved prior to the Final Escrow Release Date (such amount of the retained Indemnity Escrow Amount and Special Escrow Amount, the “Retained Escrow Amount”), shall promptly be released and delivered to the Exchange Agent for distribution to the Stockholders in accordance with the terms of the Exchange Agent Agreement. In the event and to the extent that, after the Final Escrow Release Date, any Outstanding Claim made by any Parent Indemnified Party pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or Article VIII is finally resolved against such other person designated by the CompanyParent Indemnified Party, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent Agent shall promptly upon written requestrelease from the Indemnity Escrow Account or the Special Escrow Account, or periodically without written requestas applicable, but in either case no more than once per calendar year, and deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject Exchange Agent for distribution to the Lapsing Repurchase Right Stockholders in accordance with the escrow agent’s possession belonging terms of the Exchange Agent Agreement an aggregate amount of the Retained Escrow Amount equal to the Executive, and amount of the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesOutstanding Claim resolved against such Parent Indemnified Party; provided, however, that any such distribution shall only be made to the escrow agent shall nevertheless retain extent that the Retained Escrow Amount remaining after such certificate or certificates as distribution would be sufficient to satisfy the escrow agent may be required pursuant amount of Outstanding Claims that are still unresolved at such time. For purposes of determining the value of Escrowed Merger Shares to other restrictions imposed pursuant to satisfy indemnification claims made by Parent Indemnified Parties under this Agreement, each Escrowed Merger Share shall be deemed to have a value equal to the Final Closing Date Price.

Escrow. To insure (a) At the availability for delivery of Restricted Shares upon repurchase by Closing, the Company pursuant Buyer shall deliver to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary Escrow Agent $330,000 of the Company, Cash Consideration and a stock certificate registered in the name of the Escrow Agent or any other person designated by its nominee representing the Company, as escrow agent, as Escrow Shares for the Executive’s attorney-in-fact to sell, assign purpose of securing the indemnification obligations of the Seller 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 Members set forth in 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 Restricted Shares and stock assignment Escrow Fund shall be held by the secretary or other designee in escrow, pursuant to Escrow Agent under the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Agreement pursuant to the terms hereofthereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or until such time as this Agreement no longer is any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes of and in effect. Upon lapsing accordance with the terms of the restrictions associated Escrow Agreement. (b) Until the termination of the escrow in accordance with Restricted Sharesthe terms of the Escrow Agreement, the Seller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than $1.00, (ii) the proceeds from any such sale(s) shall be held in escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver by the Escrow Agent pursuant to the Executive terms of the certificate Escrow Agreement, and (iii) the Seller may not direct any such sale during any blackout period under any insider trading policy or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveblackou▇ ▇▇▇▇▇▇ ▇▇ ▇▇e Buyer, and the escrow agent Buyer shall be discharged promptly execute any and all required joint instructions to the Escrow Agent to facilitate any and all such sales of all further obligations hereunder with respect the Escrow Shares. Further, the Seller shall have the sole discretion to those Restricted Shares; provided, however, that direct the escrow agent shall nevertheless retain such certificate or certificates as investment of amounts held in the escrow agent may be required Escrow Fund pursuant to other the investment options specified in, and in accordance with the restrictions imposed pursuant of, the Escrow Agreement, and Buyer agrees to this Agreementpromptly execute any and all joint instructions to the Escrow Agent to facilitate any and all such investments. (c) Upon the payment and satisfaction by the Seller of those Retained Liabilities listed on Schedule 1.4

Escrow. To insure (a) On the availability Closing Date, Purchaser, the Company and 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 delivery the payment of Restricted Shares upon repurchase claims by the Company 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 Lapsing Repurchase Right hereunder, Escrow Account shall equal the Executive hereby appoints the secretary amount of the CompanyEscrow Account, plus any interest that accrues in respect of the Escrow Amount due to such Main Seller, multiplied by his, her of its Pro 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 any other person designated have been asserted by the CompanyPurchaser Indemnified Parties through such date, as escrow agentif any; (ii) On March 31, as 2017, an amount equal to an amount equal to 17.5% of the Executive’s attorney-in-fact to sellEnterprise Value, assign and transfer unto less (i) the Company, aggregate amount of claims for indemnification which have been asserted by the Purchaser Indemnified Parties through such Restricted Sharesdate, if any, repurchased 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 Managers’ portion of the Escrow Account); and (iii) On January 1, 2019, all amounts left in the Escrow Account, less the aggregate amount of claims for indemnification which have been asserted by the Company pursuant Purchaser Indemnified Parties through such date, if any. (c) 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 Lapsing Repurchase Right and shallextent not utilized to pay the Purchaser Indemnified Parties for any such claims resolved in favor of a Purchaser Indemnified Party, upon execution of this Agreement, deliver and deposit in accordance with the secretary resolution of such claims. (d) Notwithstanding anything contained herein to the Company, or such other person designated by the Companycontrary, the share certificates representing Parties acknowledge the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer ability (subject to the Lapsing Repurchase Right in agreement of the escrow agent’s possession belonging Escrow Agent) of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to withdraw a portion of his Pro Rata Percentage of the Executive, and the escrow agent shall be discharged Escrow Account solely to purchase ADSs of all further obligations hereunder with respect to those Restricted SharesCheetah Mobile Inc.; provided, howeverthat, 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 escrow agent shall nevertheless retain such certificate or certificates as deposit of the escrow agent may be required pursuant cash proceeds thereof into the Escrow Account to other restrictions imposed pursuant satisfy claims to this Agreementwhich ▇▇. ▇▇▇▇▇▇▇▇▇ Alabert’s Pro Rata Percentage is not sufficient.

Escrow. To insure (a) If the availability for delivery 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 Restricted all or any portion of the Escrow Account, the Escrow Agent shall release from the Escrow Account the number of shares of Escrow Shares upon repurchase by the Company pursuant set forth in such instructions as soon as practicable to the Lapsing Repurchase Right hereunderappropriate party identified in such instructions, as promptly as practicable after the date of the Escrow Agent’s receipt of such instructions. (b) If at any time prior to the Release Date, Mascoma seeks the release of all or any portion of the Escrow Shares, it shall provide written notice substantially in the form of Exhibit B hereto (a “Claim Notice”) to the Escrow Agent and the Celsys Stockholders Representative (i) stating the claimed Indemnifiable Amounts in accordance with the provisions of Article VIII of the Merger Agreement (the “Claimed Amount”) (ii) setting forth the Series B I Preferred Stock Value, the Executive hereby appoints Offering Price (as defined in the secretary of Restated Charter) or the Company, or any other person designated by the Company, as escrow agentCommon Stock 409A Value, as the Executive’s attorney-in-fact case may be, and (iii) setting forth the number of Escrow Shares 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 sell, assign Mascoma and transfer unto the Company, such Restricted Escrow Agent a written response (the “Response”) in which the Celsys Stockholders Representative will either: (i) agree that Mascoma is entitled to receive all of the Claimed Escrow Shares set forth in the 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 all or any portion of the Claimed Escrow Shares, if anyin substantially the form of Exhibit C hereto (in such an event, repurchased the Response will be referred to as an “Objection Notice”) which Objection Notice shall set forth the number of shares of Escrow Shares representing the portion of the Claimed Escrow Shares disputed by the Company pursuant Celsys 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 the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary all or any portion of the CompanyClaimed Escrow Shares sought in the Claim Notice, or such other person designated by then the Company, Escrow Agent shall (i) continue to hold the share certificates representing the Restricted Disputed Escrow Shares, together with any portion of the stock assignmentEscrow Shares not subject to such Claim Notice and (ii) deliver to Mascoma the Claimed Escrow Shares, duly endorsed less the Disputed Escrow Shares. In the event the Celsys Stockholders Representative fails to respond in blankthe ten (10) business day period, attached hereto then the Escrow Agent shall deliver the Claimed Escrow Shares to Mascoma as Exhibit A-l. The Restricted Shares and stock assignment promptly as practicable days following the end of such ten (10) business day period. (e) On the Release Date, the Celsys Stockholders Representative shall be held by the secretary or other designee in escrow, pursuant deliver written notice to the Joint Escrow Instructions Agent and Mascoma (a “Release Notice”) of the Company termination of the Escrow Account and Executive attached hereto as Exhibit A-2, until setting forth therein the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Celsys Stockholders Representative’s calculation of the number of shares of Mascoma Series B1 Preferred Stock representing the value of the Escrow Shares that are no longer Restricted Shares pursuant not subject to then pending Claim Notices (the “Release Escrow Shares”). Mascoma shall deliver a written response to the terms hereof, or until such time as this Agreement Celsys Stockholders Representative and the Escrow Agent by no longer is in effect. Upon lapsing later than 5:00 PM EST on the tenth (10th) business day after receipt of the restrictions associated Celsys Stockholders Representative’s Release Notice of (i) Mascoma’s agreement with Restricted 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 Escrow Agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Celsys Stockholders Representative the certificate or certificates representing such Restricted Shares which are no longer subject Release Escrow Shares, less the number of shares set forth in Mascoma’s written objection to the Lapsing Repurchase Right Release Notice. In the event Mascoma fails to respond in the escrow agent’s possession belonging ten (10) business day period, then the Escrow Agent shall deliver the Release Escrow Shares to the Executive, and Celsys Stockholders Representative as promptly as practicable following the escrow agent shall be discharged end of all further obligations hereunder with respect such ten (10) business day period. Any Escrow Shares not released due to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant any then pending Claim Notices and/or due to other restrictions imposed any then pending Objection Notices and/or due to Mascoma’s objection pursuant to this Section 3(e) shall be released as promptly as practicable upon the resolution thereof. Mascoma and the Celsys Stockholders Representative shall engage in good faith efforts to resolve, in a timely manner, any disputes which may arise between them under this Agreement by any means which they mutually deem appropriate, including conciliation, seeking assistance of experts, or otherwise. Any dispute, which Mascoma and the Celsys Stockholders Representative are unable to resolve after such efforts, shall be resolved by arbitration conducted in accordance with the dispute resolution provisions of the Merger Agreement, which may be initiated at the election of either Mascoma or the Celsys Stockholders Representative by notice given to the other party.

Escrow. To insure (a) Promptly following 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, the License Agreement and the Escrow Agreement, (i) the Purchaser shall deliver or cause to be delivered to the Escrow Agent the Purchase Price and deposit the Upfront Payment (the “Escrow Cash”); and (ii) the Company shall deliver or cause to be delivered to the Escrow Agent a copy of the irrevocable instructions to the Depositary (the “ADS Instructions”), instructing the Depositary to deliver the ADSs to be purchased by the Purchaser hereunder in book entry form, registered in the name of the Purchaser, subject to and at the Closing, in each case to be held by the Escrow Agent in trust until the earlier of the Closing and the termination of this Agreement in accordance with its terms. In the event of the Closing or the termination of this Agreement in accordance with its terms (whichever is earlier), the Escrow Agent shall: (i) in the case of Closing, (y) release the Escrow Cash to the Company; and (z) subject to satisfaction of the conditions set forth in Section 2.2(b)(ii), release the ADS Instructions to the Depositary, all in accordance with the secretary terms of this Agreement and the Escrow Agreement. The Company undertakes to use its best commercial efforts to cause the Depositary to issue the ADSs to be purchased by the Purchaser hereunder promptly after the Depositary’s receipt of the ADS Instructions; and (ii) in the case of termination of this Agreement, (y) release the Escrow Cash to the Purchaser; and (z) return the ADS Instructions to the Company. (b) The Company and Purchaser shall cooperate in order to ensure the Closing promptly following receipt of the IIA Consent, as follows: (i) the release of the Escrow Cash to the Company from escrow promptly following receipt of the IIA Consent, pursuant to delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company; (ii) upon delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company, the Company shall cause to be deposited with the custodian bank of the Depositary in Israel a share certificate (the “Share Certificate”) representing a number of Ordinary Shares underlying the ADSs being purchased by the Purchaser hereunder (the “Underlying Shares”), and thereafter the Company shall provide to the Purchaser confirmation from the Depositary or the custodian bank that the Share Certificate has been deposited with the custodian bank; and (iii) promptly following the Company’s receipt of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company without any limitations imposed by the bank or any third party, the release by the Escrow Agent of the ADS Instructions to the Depositary, pursuant to delivery of the Joint Release relating to the release of the ADS Instructions to the Depositary in accordance with the Escrow Agreement. (c) As of the date hereof, the Company and Purchaser have each: (i) signed joint releases relating to (y) the release of the Escrow Cash to the Company following receipt of the IIA Consent; and (z) release of the ADS Instructions to the Depositary following the deposit of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company (each, a “Joint Release”) and have deposited their respective signature pages thereto with their respective legal counsel, the law firm of Arnon, ▇▇▇▇▇▇-▇▇▇▇, in the case of the Company, or and the law firm of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇, in the case of the Purchaser, and (ii) given irrevocable instructions to such other person designated respective counsel to deliver the respective Joint Release to the Escrow Agent immediately upon confirmation by such counsel that (x) the IIA Consent has been obtained (in the case of the release of the Escrow Cash to the Company) and (y) the Escrow Cash has been deposited in the Bank Account and such funds are immediately available, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares unrestricted and stock assignment shall be held by the secretary or other designee in escrow, pursuant fully accessible to the Joint Escrow Instructions Company (in the case of the Company and Executive attached hereto as Exhibit A-2, until release of the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant ADS Instructions to the terms hereof, or Depositary). (d) For as long as the ADS Instructions are held in escrow and unless and until such time as this Agreement no longer is the ADSs being purchased by the Purchaser hereunder are delivered in effect. Upon lapsing of book entry form at the restrictions associated with Restricted SharesDepositary, subject to and at the escrow agent shall promptly upon written requestClosing, or periodically without written request, but in either case no more than once per calendar year, deliver to (i) the Executive the certificate or certificates representing such Restricted Underlying Shares which are no longer and/or ADSs subject to the Lapsing Repurchase Right in ADS Instructions shall not be deemed issued and outstanding Ordinary Shares and/or ADSs and (ii) the escrow agent’s possession belonging Purchaser shall not be deemed to be the owner of the Underlying Shares and/or the ADSs subject to the Executive, ADS Instructions and the escrow agent shall not be discharged of all further obligations hereunder entitled to (x) exercise any voting rights with respect to those Restricted Sharesthe Underlying Shares and/or ADSs subject to the ADS Instructions, (y) receive dividends and other distributions on account of the Underlying Shares and/or ADSs subject to the ADS Instructions; provided, however, that or (z) any other rights with respect to the escrow agent shall nevertheless retain such certificate or certificates Underlying Shares and/or ADSs subject to the ADS Instructions other than as set forth in this Agreement and the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement.

Escrow. To insure Subject to this Section 4.05, the availability Escrow Agent shall hold the Escrow Fund for delivery a period commencing on the Closing Date and ending on the date that is twelve (12) months after the Closing Date (the “Escrow Period”) as security to pay, or be applied against, any Damages incurred by any Buyer Indemnified Party with respect to the indemnification obligations of Restricted Shares upon repurchase Seller pursuant to Article XI, disbursed by the Company pursuant to Escrow Agent in accordance with the Lapsing Repurchase Right hereunderEscrow Agreement. The Escrow Agreement shall provide that all interest accruing on amounts in the Escrow Account shall be deposited into the Escrow Account and distributed in accordance with the Escrow Agreement. Upon the expiration of the Escrow Period, the Executive hereby appoints Escrow Agent shall pay to Seller the secretary balance of the Company, or any other person designated by funds in the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, Escrow Account at such Restricted Sharestime, 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that if any Buyer Indemnified Party Damages remain unresolved or unpaid as of the escrow agent expiration of the Escrow Period, then the Escrow Agent shall nevertheless retain that portion of the funds in the Escrow Account necessary to satisfy such certificate unresolved Buyer Indemnified Party Damages pending resolution thereof, which portion shall remain in the Escrow Account until such matters are finally resolved notwithstanding any reference to, or certificates expiration of, the Escrow Period, and any amounts in excess of such retained portion of the Escrow Account shall be released to Seller in accordance with the terms and conditions of the Escrow Agreement. Following the end of the Escrow Period, as each unresolved Buyer Indemnified Party Damages amount identified prior to the escrow agent may end of the Escrow Period for which an amount was reserved under this Section 4.05 is resolved, the Escrow Agent shall either pay the Buyer Indemnified Party Damages subject to the limitations in Article XI or pay to Seller the amount so reserved for such Buyer Indemnified Party Damages, as appropriate. When there are no remaining unresolved claims (which were unresolved as of the conclusion of the Escrow Period), the balance of the Escrow Account which has not been used by the Escrow Agent to pay Buyer Indemnified Party Damages, if any, shall be required pursuant paid to other restrictions imposed pursuant to this AgreementSeller.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant Prior to the Lapsing Repurchase Right hereunderclosing date, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as Shareholder shall deliver to an escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased be agreed upon by the Company pursuant parties, hereinafter called escrow agent 1,000,000 shares of Master Financial duly indorsed. Said shares representing all the issued and outstanding shares of Master Financial. Tensleep shall deliver to the Lapsing Repurchase Right and shall, upon execution escrow agent 700,000 shares of its common stock as described in Section One 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. agreement. The Restricted Shares and stock assignment escrow shall be held by the secretary or other designee in escrow, pursuant subject to the Joint Escrow Instructions of following terms and conditions: (a) On the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted SharesClosing Date, the escrow agent shall promptly upon written request, or periodically without written request, but deliver the shares of Tensleep and Master Financial's common stock as set forth and provided in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, Section One and Two of this agreement. (b) All fees and expenses of the escrow agent shall be discharged of all further obligations hereunder borne equally by the parties. (c) Additional shares received by the Shareholder with respect to those Restricted Shares; providedshares held in escrow, however, that as a result of stock dividends and stock splits shall be delivered to the escrow agent and shall nevertheless retain be subject to the terms of this agreement. (d) The escrow agent shall hold the undistributed shares deposited hereunder until May 1, 2001, whereupon he shall release to the Shareholder the balance of shares remaining in escrow after adjustment as set forth in Section Two of this agreement and payment to Tensleep of all of its indemnity claims, approved as hereinafter provided, except that in the event a claim that may result in indemnification hereunder remains undetermined as of April 30, 2001, as adequate number of shares shall be retained in escrow to provide for payment of such certificate or certificates as claim. (e) In the event of any claim by Tensleep for indemnification hereunder, Tensleep shall give written notice to the Shareholder thereof, and the parties shall attempt to reach agreement in respect thereto. If the parties fail to reach agreement within ten days after notice of a claim has been given, the issue shall be submitted to arbitration in accordance with the rules and requirements of the American Arbitration Association then obtaining. The decision of the arbitrator shall be final and binding on all parties, and appropriate instructions in conformity therewith shall immediately be given by the arbitrator to the escrow agent agent, who is authorized and directed to rely on such instructions. (f) The Shareholder shall have the right, at his own expense, to be represented by counsel of his own choice in connection with the defense of any claim which may be required pursuant brought against Master Financial in respect to other restrictions imposed pursuant which Tensleep may be entitled to indemnification under this Agreementagreement. In the event of any such claim, Tensleep shall give prompt written notice thereof to the Shareholder. If, after having received such notice, the Shareholder elects not to participate in the defense of such claim, they shall be bound by the result obtained by Tensleep in defense thereof.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant (a) At or prior to the Lapsing Repurchase Right hereunderClosing, the Executive hereby appoints Purchaser, the secretary of Seller Representative and Continental Stock Transfer and Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company, or any other person designated by the Company), as escrow agentagent (the “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 shall enter into an Escrow Agreement, deliver and deposit with the secretary effective as of the CompanyEffective Time, or such other person designated by in the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, form attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by C (the secretary or other designee in escrow“Escrow Agreement”), pursuant to which the Joint Purchaser shall issue to the Escrow Instructions Agent a number of shares of Purchaser Common Stock (with each share valued at the Purchaser Stock Price) equal to ten percent (10%) of the Company and Executive attached hereto Net Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as Exhibit A-2dividends or distributions with respect to such shares or into which such shares are exchanged or converted, until the Company exercises its Lapsing Repurchase Right as provided hereunder“Escrow Shares”) to be held, until such Restricted along with any other dividends, distributions or other income on the Escrow Shares are no longer Restricted Shares pursuant to (together with the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Escrow Shares, the “Escrow Property”), in a segregated escrow agent account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Section 1.13 and Article VI hereof and the Escrow Agreement. The Escrow Property shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver be allocated among and transferred to the Executive Participating Holders in accordance with their Pro Rata Shares. The Escrow Property shall serve as the certificate or certificates representing such Restricted Shares which are no longer sole source of payment for the obligations of the Participating Holders 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 Merger Consideration received by the Participating Holders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging any indemnification claim to the Executive, and extent made after the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Sharesdate which is eighteen (18) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date that remain unresolved at the escrow agent 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 under Article VI and the Purchaser Stock Price as of the Expiration Date) shall nevertheless retain remain in the Escrow Account until such certificate or certificates time as the escrow agent may be required such Pending Claim shall have been finally resolved and paid pursuant to other restrictions imposed pursuant the provisions of Article VI. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to this AgreementPending 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 Participating Holders that have previously delivered the Transmittal Documents in accordance with Section 1.10, with each such Participating Holder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Participating Holders with each Participating Holder receiving its Pro Rata Share of such Escrow Property.

Escrow. To insure (a) The Escrow Account established in accordance with Section 2.01(e) shall be invested, maintained and disbursed in accordance with the availability for delivery terms and conditions of Restricted Shares upon repurchase by this Agreement and the Company pursuant Escrow Agreement. The parties hereto hereby agree to jointly instruct the Lapsing Repurchase Right hereunder, Escrow Agent to disburse funds from the Executive hereby appoints the secretary Escrow Account in accordance with this Section 9.10. The Final Escrow Amount shall be available to satisfy any and all claims 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 Purchaser Indemnitees set forth in Article IX of this Agreement. In respect of claims covered by the Final Escrow Amount, deliver Purchaser shall proceed first against the Escrow Account to the extent of the funds available therein to satisfy any such claims and deposit may not proceed directly against Seller with respect thereto unless and until sufficient funds are no longer available in the Escrow Account (either because claims against the Escrow Account exceed the available balance therein or because any remaining balance therein has been distributed to Seller in accordance with the secretary terms of this Agreement or the Escrow Agreement). (b) On the Escrow Expiration Date, all remaining funds of the Company, or such other person designated by the Company, the share certificates representing the Restricted SharesFinal Escrow Amount shall be disbursed to Seller, together with the stock assignmentearnings thereon. Notwithstanding the foregoing, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares if on the Escrow Expiration Date there is then pending and stock assignment shall be held by unresolved one or more claims of the secretary or other designee in escrow, pursuant Purchaser Indemnitees and if the Purchaser Indemnitees have delivered to Seller and to the Joint Escrow Instructions Agent a notice at least one day prior to the Escrow Expiration Date setting forth an updated description in reasonable detail of all such claims to the extent known and the amount of each such claim to the extent reasonably quantifiable, the Escrow Agent shall retain in the Escrow Account, pending resolution of such claims, an amount equal to the aggregate amount so claimed, and upon final disposition of each such claim shall disburse to Seller the amount so withheld in excess of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementremaining claim.

Escrow. To insure a. Seller and the availability for delivery Company agree to deliver an executed copy of Restricted Shares upon repurchase this Agreement to the Company’s legal counsel, ▇▇▇▇▇▇▇▇▇▇ PLLC (the “Escrow Agent”), by electronic mail to ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Escrow Agent shall notify the parties hereto by electronic mail of its receipt of a signed copy of this Agreement by both parties. Once so notified, the Company shall pay or cause its designees to pay to the Escrow Agent’s IOLTA Trust account the Purchase Price. Upon receipt by the Company pursuant Escrow Agent of the Purchase Price in full, subject to the Lapsing Repurchase Right hereundersubsections (g) and (h) of this section, the Executive hereby appoints Escrow Agent shall promptly release the secretary Purchase Price to Seller and release the fully signed copy of this Agreement to both parties. The date of such release shall be deemed to be the “Closing Date”. If the Closing Date does not occur within five (5) business days of the Companydate of this Agreement, then either party may notify the other party and the Escrow Agent of its desire to terminate this Agreement and upon receipt of such notice by the other party and the Escrow Agent, this Agreement shall automatically become null and void. b. Seller and the Company agree and acknowledge that ▇▇▇▇▇▇ has requested ▇▇▇▇▇▇ Agent to act as the escrow agent, despite ▇▇▇▇▇▇ Agent’s disclosure to Seller and the Company that the Escrow Agent represents the Company in connection with the Sale and the Agreement, or other matters. Seller and the Company agree and acknowledge that the Escrow Agent has disclosed that the Escrow Agent’s representation of the Company in connection with the Sale, the Agreement, or any other person designated by matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the CompanySeller, as escrow agentand therefore, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by an actual conflict of interest may exist. Escrow Agent does not believe that its representation of the Company hereunder will impair its ability to perform its duties as Escrow Agent pursuant to the Lapsing Repurchase Right terms herein. c. Seller and shallthe Company have each had the opportunity to consult with counsel and with full knowledge of all relevant facts Seller and the Company acknowledge, agree and consent to Escrow Agent (i) continuing to act as Escrow Agent hereunder and (ii) continuing to represent the Company in the Sale, the Agreement, and in any other matter, including, without limitation, any matter, claim, or dispute between the parties hereto, whether or not Escrow Agent is in possession of the escrowed funds and continues to act as Escrow Agent. TO THE EXTENT THAT ANY CONFLICT OR POTENTIAL CONFLICT ARISES, SELLER AND THE COMPANY, INDIVIDUALLY AND ON BEHALF OF SUCH PARTY’S SUCCESSORS AND ASSIGNS, WAIVE ANY OBJECTION THERETO. d. In the event the Company elects to discontinue its engagement of Escrow Agent as its attorney, or should an adverse relationship arise between the Company and Seller, Seller acknowledges that Escrow Agent may continue without restriction to act as Escrow Agent hereunder. e. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. f. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. Seller and the Company hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature (including reasonable attorney’s fees) incurred in connection with the performance of ▇▇▇▇▇▇ Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. g. If, notwithstanding payment of the Purchase Price to the Escrow Agent IOLTA Trust account and the Escrow Agent’s receipt of fully-executed copies of this Agreement pursuant to subsection (a) of this section, for any reason Closing has not occurred, and either party gives written notice to Escrow Agent demanding payment of the escrowed funds, Escrow Agent shall give prompt written notice to the other party of such demand. If Escrow Agent does not receive written notice of objection from such other party to the proposed payment within 5 business days after the giving of such written notice, Escrow Agent is hereby authorized and directed to make such payment. If Escrow Agent does receive such written notice of objection within 5 business days or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written notice signed by the parties to this contract or by a final, nonappealable judgment, order or decree of a court. h. If there is any dispute or doubt as to which party is entitled to the escrowed funds, the Escrow Agent shall hold the escrowed funds until otherwise directed by written notice from the parties to the Agreement or by a final, nonappealable judgment, order or decree of a court. In the event of such a dispute, ▇▇▇▇▇▇ Agent shall have the right to: (i) commence an interpleader action for the purpose of determining the persons or entities to whom payment should be made; (ii) deposit the escrowed funds with the clerk of a court in the county in which the Property is located; or (iii) take such affirmative steps as it may elect in order to substitute an impartial party to hold the escrowed funds and to terminate its duties as Escrow Agent. Escrow Agent shall have a first lien on all funds held by it for its reasonable compensation or for any reasonable cost, liability, expense or fee, including reasonable attorney's fees, which it may incur in connection with the disbursement of funds or upon execution it being made a party to any legal or equitable proceedings which is brought by any of the parties hereto concerning the disposition of the funds held hereunder. If any controversy arises hereunder, or Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the escrowed funds, Escrow Agent shall be reasonably compensated for such extraordinary services, and shall be reimbursed for all reasonable costs and expense occasioned by such controversy or litigation. i. Upon disbursement in accordance with the terms of this Agreement, 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 Restricted Shares and stock assignment Escrow Agent shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company relieved and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder and responsibilities hereunder. j. Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent advice of counsel which may be required pursuant selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel. k. The Escrow Agent shall be entitled to other restrictions imposed pursuant rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this AgreementAgreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given.

Escrow. To insure With respect to the availability Escrow Amount paid by Purchaser to the Escrow Agent on the Closing Date for delivery of Restricted Shares upon repurchase by deposit in the Company Escrow Account pursuant to Section 4.3(b)(i), an amount up to the Lapsing Repurchase Right hereunderAdjustment Escrow Amount shall serve as security for the Keen Managed Reserve Trust's obligation to pay any Deficiency pursuant to Section 4.4(c)(ii) and the balance of the Escrow Amount shall serve as security for the Keen Management Reserve Trust's obligation to make indemnity payments under Section 10.4 or Article 11, and for the Sellers’ obligation to make indemnity payments under Article 11. Funds on deposit in the Escrow Account shall be released as follows: (i) Upon final determination, in accordance with Section 4.4(b), of the Final Purchase Price Calculation Statement, if Purchaser is entitled to receive any cash in connection with an adjustment of the Purchase Price, such amount shall be paid to Purchaser from the Escrow Account in an amount not exceeding the Adjustment Escrow Amount (plus any interest earned thereon) as provided in Section 4.4(c)(ii). (ii) On May 1, 2013, or such later date on which an amount is released from the Escrow Account pursuant to this Section 4.3(d)(ii) (the "Initial Escrow Release Date"), the Executive hereby appoints Escrow Agent shall release to the secretary of Seller Representative funds from the CompanyEscrow Account in an amount (plus any interest earned thereon) equal to $48,750,000, or any other person designated by less (A) the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Sharesamount, if any, repurchased paid to Purchaser from the Escrow Account as provided in Section 4.4(c)(ii), less (B) the aggregate amount claimed by the Company any Purchaser Indemnitee(s) in connection with any claim or claims for indemnification pursuant to Section 10.4 or Article 11 against any Seller(s) that, as of such date, is unresolved by non-appealable judicial determination or otherwise, less (C) the Lapsing Repurchase Right and shallaggregate amount, upon execution if any, of this Agreement, deliver and deposit with any claim(s) paid to any Purchaser Indemnitee(s) prior to 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, Initial Escrow Release Date for indemnification pursuant to Section 10.4 or Article 11 from the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesAccount; provided, however, that if the escrow agent shall nevertheless retain such certificate or certificates as amount set forth in clause (B) is not reasonably determinable to be less than an amount equal to $48,750,000 less the escrow agent may be required sum of the amounts set forth in clauses (A) and (C), then the release of funds from the Escrow Account pursuant to this Section 4.3(d)(ii) shall be delayed until the date on which the amount set forth in clause (B) is determined to be less than an amount equal to $48,750,000 less the sum of the then applicable amounts set forth in clauses (A) and (C). (iii) On the date that is eighteen (18) months from and after the Closing Date, or such later date on which an amount is released from the Escrow Account pursuant to this Section 4.3(d)(iii) (the "Final Escrow Release Date"), the Escrow Agent shall release all funds remaining on deposit in the Escrow Account (including any interest earned thereon) to the Seller Representative; provided, however, that if prior to the Final Escrow Release Date a Purchaser Indemnitee gives notice of a claim or claims for indemnification pursuant to Section 10.4 or Article 11, then: (A) if such claim is resolved prior to the Final Escrow Release Date, by non-appealable judicial determination or otherwise, any sums due to Purchaser shall be paid from the Escrow Account (including any interest earned thereon); and (B) if any such claim is not resolved prior to the Escrow Release Date, the amount of such claim shall be retained in the Escrow Account until such claim is resolved. (iv) The Escrow Amount shall not be subject to any Lien, attachment, trustee process or any other restrictions imposed judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes stated in, and in accordance with the terms of, the Escrow Agreement. Obligations of the Sellers to Purchaser pursuant to the terms of this Agreement or any Transaction Document shall not be limited at any time to the Escrow Amount or the funds on deposit in the Escrow Account. The Sellers and Purchaser acknowledge and agree that Purchaser's exercise of its rights under the Escrow Agreement shall not limit Purchaser's right to recover any amounts owed to it that exceed the Escrow Amount and application of funds on deposit in the Escrow Account shall not be in substitution of or in any way limit Purchaser's exercise of its other rights and remedies hereunder or otherwise. Each of the Seller Representative and Purchaser agree that it will instruct the Escrow Agent promptly with respect to the release of any amounts to which either of them is entitled pursuant to this Agreement. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Seller Representative and the Purchaser shall issue joint written instructions to the Escrow Agent to pay when due such portion, if any, of the obligation as shall not be subject to dispute. In the event the Seller Representative and the Purchaser do not submit joint written instructions when required by the terms of this Section 4.3(d), the parties shall submit to a court of competent jurisdiction, as provided in this Agreement, upon the request of either the Seller Representative or the Purchaser to settle any dispute or unresolved issue.

Escrow. To insure the availability for delivery of Restricted Shares (a) The Downpayment and any interest earned thereon, upon repurchase Escrow Agent’s receipt and collection thereof, shall be held in an interest bearing account at Citizens Bank (or at such other commercial bank having an office in Manhattan as Escrow Agent shall select) and, at Seller’s option, will be invested in United States Treasury bills or notes or other short term obligations (approved by the Company pursuant both parties in their sole discretion) with appropriate maturities prior to the Lapsing Repurchase Right hereunderscheduled Closing Date. (b) Except as otherwise set forth in this Agreement, 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 Sharesinterest, if any, repurchased by earned on the Company pursuant Downpayment shall be delivered with the Downpayment to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, person 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares persons entitled thereto pursuant to the terms hereofof this Article 30. Escrow Agent shall not be responsible for (i) any interest earned on the Downpayment except for such interest as is actually earned or (ii) the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is posted on such investment. (c) Escrow Agent shall deliver the Downpayment in accordance with the following: (i) If Purchaser shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that it is entitled to the return of the Downpayment, then Purchaser shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Purchaser. Escrow Agent shall promptly send a copy of such notice to Seller and in the event that within five (5) Business Days of such notice being given to Seller, Seller shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then Escrow Agent shall promptly deliver the Downpayment to Purchaser. (ii) If Seller shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that the Downpayment shall have been forfeited by Purchaser, then Seller shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Seller. Escrow Agent shall promptly send a copy of such notice to Purchaser and in the event that within five (5) Business Days of such notice being given to Purchaser, Purchaser shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then the Escrow Agent shall promptly deliver the Downpayment to Seller. (iii) If the Closing under this Agreement shall occur, Seller and Purchaser shall deliver jointly a written notice to Escrow Agent at such Closing instructing Escrow Agent to deliver the Downpayment to Seller (or as Seller may direct in writing) and, upon receipt of such notice, Escrow Agent shall do so. (iv) Upon its receipt of any objection, notice or demand for the Downpayment delivered by Seller or Purchaser, Escrow Agent shall promptly deliver a copy thereof to the other party. (d) In the event any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Downpayment, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and continue to hold the Downpayment until (a) Escrow Agent receives written notice signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the Downpayment directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction, or until such time as this Agreement no longer is in effect. Upon lapsing (b) Escrow Agent receives a certified copy of a final and non- appealable judgment of a court of competent jurisdiction directing the disbursement of the restrictions associated Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with Restricted Sharessaid direction; or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement to the Downpayment has been commenced, Escrow Agent may deposit the Downpayment with the clerk of the court in which said litigation is pending; or (iii) Escrow Agent may deposit the Downpayment in a court of competent jurisdiction by the commencement of an action for interpleader, the escrow agent costs thereof to be borne by whichever of Seller and Purchaser is the losing party. (e) Escrow Agent shall promptly not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Downpayment. Escrow Agent shall not be responsible for any act or failure to act on its part nor shall it have any liability under this Article 30 or in connection herewith except in the case of its own willful misconduct or gross negligence. Escrow Agent shall be automatically released from all responsibility and liability hereunder upon written Escrow Agent’s delivery or deposit of the Downpayment in accordance with the provisions of this Article 30. (f) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments, or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. (g) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any duties or responsibilities except those set forth in this Article 30 and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or periodically other paper or document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (h) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (i) Purchaser and Seller hereby jointly and severally agree to indemnify and save Escrow Agent harmless from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder (including, without written requestlimitation, but reasonable attorneys’ fees and disbursements) except in either the case no more than once per calendar yearof its own willful misconduct or gross negligence. (j) The parties acknowledge that Escrow Agent is acting, deliver and shall continue to act, as counsel to Seller in connection with this agreement and other matters. The parties agree that Escrow Agent or any member or employee of Escrow Agent shall be permitted to act as counsel for Seller in any dispute or question as to the Executive disbursement of the certificate Downpayment or certificates representing such Restricted Shares which are no longer subject to any other matter arising hereunder. (k) The provisions of this Article 30 shall survive the Lapsing Repurchase Right in Closing or the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged termination of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement. The provisions of this Article 30 are intended to supersede that certain escrow agreement, dated June 30, 2011, among Seller, Purchaser and Escrow Agent, which escrow agreement is hereby terminated.

Escrow. To insure (a) The Company and Seaway hereby appoint Escrow Agent to act as the availability for delivery escrow agent, and Escrow Agent hereby accepts such appointment, under the terms of Restricted Shares upon repurchase this Section 8. Escrow Agent agrees to hold the Settlement Amount, Seaway Warrant, and original execution copies of the Rule 144 Certificate, Broker's Certificate, and this Agreement until released in accordance with Section 8(b) or Section 8(c) of this Agreement. (b) At such time that Escrow Agent shall have received each of the Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement executed by the Company pursuant parties hereto, Escrow Agent shall (i) pay the Settlement Amount to the Lapsing Repurchase Right hereunderCompany by wire transfer of immediately available funds, (ii) deliver the Executive hereby appoints the secretary Seaway Warrant and an executed copy of this Agreement to the Company, (iii) deliver an executed copy of this Agreement to Seaway, and (iv) release the Legal Opinion to the Company's transfer agent, and Escrow Agent shall have no further duties under this Agreement. (c) If, on or before September 23, 2003, Escrow Agent shall not have received the Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement executed by the parties hereto, Escrow Agent shall (i) pay the Settlement Amount to Seaway by wire transfer of immediately available funds, and (ii) deliver the Seaway Warrant to Seaway, and Escrow Agent shall have no further duties under this Agreement. (d) Escrow Agent shall have no liability to the parties hereto or any other person designated or entity with respect to its services as escrow agent under this Agreement except for any liability to the parties to this Agreement to the extent directly caused by the Companygross negligence or willful misconduct of Escrow Agent. The Company and Seaway, as escrow agentjointly and severally, as agree to indemnify Escrow Agent from, and hold it harmless against, any loss, liability, or expense arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the Executive’s attorney-in-fact costs and expenses (including, without limitation, reasonable counsel fees and expenses) of defending itself against any claim or liability except to sell, assign and transfer unto the Company, such Restricted Sharesextent of Escrow Agent's liability, if any, repurchased by under the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary terms 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementimmediately preceding sentence.

Escrow. To insure (a) The funds contained in the availability for Escrow Account shall be distributed in accordance with the terms and conditions of the Escrow Agreement; provided, that in the event that Buyer Indemnified Persons are entitled to indemnification pursuant to Section 9.1, the Sellers hereby covenant and agree to execute and deliver joint written instructions with the Buyer to the Escrow Agent, within five (5) Business Days after an applicable Final Determination Date, directing the Escrow Agent to release from the Escrow Account and pay to the Buyer or its designee(s) the amount of Buyer Damages to which the Buyer Indemnified Persons are entitled hereunder as of such Final Determination Date, in each case to the fullest extent of the funds then remaining in the Escrow Account. (b) On or prior to the fifth Business Day after the first anniversary of the Closing Date (the “Initial Release Date”), the Buyer shall quantify and deliver to the Sellers the Buyer’s good faith estimate of the maximum aggregate amount of Buyer Damages that Buyer Indemnified Persons may suffer from Direct Claims or Third Party Claims of which the Buyer notified the Sellers or the Principals on or before the Initial Release Date (the “Initial Damages Amount”). The Buyer hereby covenants and agrees on the written request of the Sellers to execute and deliver joint written instructions with the Sellers to the Escrow Agent, promptly after its delivery of Restricted Shares upon repurchase the Initial Damages Amount, directing the Escrow Agent to release from the Escrow Account and pay to the Sellers as directed by the Company pursuant Sellers an amount equal to (i) Three Million Dollars ($3,000,000), minus (ii) amounts previously paid from the Escrow Account to Buyer Indemnified Persons (iii) minus the Initial Damages Amount (the “Initial Release Amount”). On or prior to the Lapsing Repurchase Right hereunderfifth Business Day after eighteen (18) months after the Closing Date (the “Secondary Release Date”), the Executive hereby appoints Buyer shall quantify and deliver to the secretary Sellers the Buyer’s good faith estimate of the Companymaximum aggregate amount of Buyer Damages that Buyer Indemnified Persons may suffer from Direct Claims or Third Party Claims of which the Buyer notified the Sellers or the Principals on or before the Secondary Release Date (the “Secondary Damages Amount”). The Buyer hereby covenants and agrees on the written request of the Sellers to execute and deliver joint written instructions with the Sellers to the Escrow Agent, or any other person designated promptly after its delivery of the Secondary Damages Amount, directing the Escrow Agent to release from the Escrow Account and pay to the Sellers as directed by the CompanySellers an amount equal to (x) the amount then held in the Escrow Account, minus (y) the Secondary Damages Amount (the “Secondary Release Amount”). The funds remaining in the Escrow Account after the release from escrow and payment of the Secondary Release Amount are referred to as the “Remaining Balance.” The Escrow Agent shall continue to hold the Remaining Balance pending the final resolution of the Direct Claims or Third Party Claims, whereupon, as escrow agentand when such Direct Claims or Third Party Claims are resolved from time to time, the Buyer and the Sellers shall direct the Escrow Agent to release and pay appropriate portions of such Remaining Balance to the Sellers, as directed by the Sellers or the Buyer (or its designee(s)), 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementbe.

Escrow. To insure (a) Sellers agree that in accordance with Section 2.02(e), at the availability Closing, share certificates for delivery 2,447,583 shares of Restricted Optium Series D-1 Preferred Stock ("SERIES D-1 ESCROW SHARES") and 875,238 shares of Optium NV Common Stock (the "COMMON ESCROW SHARES", and together with the Series D-1 Escrow Shares, the "ESCROW SHARES" or the "ESCROW") shall be held by Optium in Escrow in accordance with the terms of this Agreement. All shares of Optium Stock held by Optium in Escrow shall be applied by Optium in accordance with the terms of this Agreement to make any payments due to Optium under Section 10.02 and/or, at the sole option of Optium, under Section 2.03(e). The Escrow Shares upon repurchase may only be cancelled by the Company pursuant Optium or delivered to the Lapsing Repurchase Right hereunderSellers, as applicable. (b) Any shares of Optium's capital stock issued or distributed upon any stock split, stock dividend or recapitalization effected by Optium after the Executive hereby appoints Closing Date (the secretary "NEW SHARES") in respect of any Escrow Shares that have not been released from the Escrow shall be added to the Escrow and be deemed a part thereof and shall be deemed "Escrow Shares" for all purposes hereof. New Shares issued in respect of Escrow Shares which have been released from the Escrow shall not be added to the Escrow, but shall be distributed to the record holders thereof. Cash dividends on Escrow Shares shall not be added to the Escrow but shall be distributed to the record holders thereof. In the event that Optium shall effect a combination of its shares of capital stock after the Closing Date, Optium shall take such necessary action to effect a proportionate applicable combination and reissuance 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 Escrow Shares held in escrow. Subject to the Lapsing Repurchase Right terms and shall, upon execution conditions of this Agreement, deliver each Seller shall be deemed the record holder of, and deposit shall have voting, dividend, distribution and all other rights with respect to the secretary Escrow Shares held in escrow on behalf of such Seller (including any New Shares added to the Escrow in respect of such Escrow Shares). Each Seller shall have the right to direct Optium to vote the Escrow Shares held on his or her behalf in the manner that such Seller so chooses. (c) From time to time an Optium Indemnified Party (as defined in Section 10.02) may give notice in accordance with Section 10.04 hereof of a claim for indemnification, specifying the nature (in reasonable detail) and amount, in U.S. dollars, of any claim for indemnification under Article X of this Agreement. If the Seller's Representative concedes liability (subject to prior agreement in writing by each of the Company, or such other person designated by the CompanyMajor Engana Investors), the share Seller's Representative shall deliver to Optium instructions that the number of Escrow Shares being held in escrow equal in value (with each Escrow Share being deemed to have a value of $0.617029 for this purpose only) to the amount claimed in the such notice should be released from Escrow and transferred back to Optium for cancellation and that new certificates evidencing the balance of the Escrow Shares should be issued in the name of Optium and the old certificates cancelled. No earlier than 11 days following dispatch of instructions from the Seller's Representative in accordance with Section 10.04(b), Optium shall cancel the original stock certificates and issue two new stock certificates, a single certificate evidencing the balance Series D-1 Escrow Shares and a single certificate evidencing the balance Common Escrow Shares, each registered in the name of the Optium and held by Optium in escrow. For each claim 73.66% of the total value of such claim shall be released from the Series D-1 Escrow Shares and 26.34% of the total value of such claim shall be released from the Common Escrow Shares. Notwithstanding any of the foregoing, any Seller may elect to make payment of their pro rata portion of any claim in cash by notifying Optium and the Seller's Representative promptly following receipt by such Seller of the instructions of the Seller's Representative described above and no later than ten (10) days following the dispatch of such notice. If any Seller or Sellers make such election to pay for their pro rata portion of any claim with cash, Optium shall, following the receipt of instructions from the Seller's Representative in accordance with Section 10.04(b), cancel the original stock certificates and issue (i) two new stock certificates, a single certificate evidencing the balance Series D-1 Escrow Shares and a single certificate evidencing the balance Common Escrow Shares, each registered in the name of Optium and held by Optium in escrow and (ii) two new stock certificates for each Seller electing to make payment of their pro rata portion of any claim in cash, a single certificate evidencing such Seller's pro rata portion of the Series D-1 Escrow Shares released in connection with such claim and a single certificate evidencing such Seller's pro rata portion of the Common Escrow Shares released in connection with such claim, as and if applicable, each registered in the name of such Sellers and delivered to the Seller's Representative. (d) As promptly as practicable following the release of any Escrow Shares from the Escrow, Optium shall send a written statement to each applicable Seller and the Seller's Representative stating the number of Escrow Shares released and the number of Escrow Shares remaining in the Escrow for the benefit of each Seller Indemnifying Party (as defined in Section 10.02). (e) Upon the Expiration Date (as defined in Section 10.01(b)) and Optium's receipt of written notice and instructions from the Seller's Representative, Optium shall transfer and deliver certificates representing the Restricted Sharesnumber of Escrow Shares then remaining in the Escrow to the Seller's Representative, together allocated to each Seller based on their pro rata percentages as set forth opposite each such holder's name on SCHEDULE 2.01(b)(ii) hereto (as may be adjusted to reflect any previous determination of any Seller to satisfy any claim by the payment of cash in accordance with Section 2.05(c)), unless any claims are then pending against the stock assignmentEscrow, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted which case the number of Escrow Shares and stock assignment to be distributed shall be held reduced by the secretary or other designee number of Escrow Shares equal in escrow, pursuant value to the Joint aggregate amount of such claims, pending their resolution in accordance with this Section 10.04 hereof. No new or additional claims may be made by Optium after the Expiration Date. On or before the third Business Day following the resolution of all claims outstanding on Expiration Date, Optium shall deliver any certificates evidencing remaining Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant held in escrow to the terms hereof, or until Seller's Representative allocated to each Seller based on their pro rata percentages as set forth opposite each such time Seller's name on SCHEDULE 2.01(b)(ii) hereto (as this Agreement no longer is may be adjusted to reflect any previous determination of any Seller to satisfy any claim by payment of cash in effect. Upon lapsing accordance with Section 2.05(c)). (f) Any delivery of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Escrow Shares to the Executive the certificate Seller's Representative required hereunder shall be sent by personal delivery, overnight (up to a maximum of 3 days) delivery by a recognized courier or certificates representing such Restricted Shares which are no longer subject delivery service to the Lapsing Repurchase Right in the escrow agent’s possession belonging Sellers at their respective address set forth on SCHEDULE 2.01(a)(i) hereto (or to such other address as any such party may hereafter designate by written notice to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementparties).

Escrow. 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 The Escrow Agent shall, upon execution from the escrowed amount described in paragraph 4(c) of this Agreement, deliver remit to or on behalf of Nocopi the sum of $50,000 from the escrowed amount on March 1, 2004, $50,000 on March 1, 2005, $50,000 on March 1, 2006 and deposit $50,000 on March 1, 2007 (the "Payment Dates") unless, prior to any such Payment Date, the Escrow Agent receives evidence reasonably satisfactory to him that an action has been commenced by Euro against Nocopi in a court of competent jurisdiction which contains an allegation that Nocopi has committed an unremedied material breach of this Agreement or the Amended and Restated License Agreement and seeks an order of such court effectively restricting the Escrow Agent from remitting escrowed funds to Nocopi (a "Restraining Order"), in which case the Escrow Agent shall retain the then escrowed funds in escrow until (a) receipt of written consent from Euro or its designee that a payment may be made, or (b) receipt of a final decision or award of such court authorizing or effectively permitting the disposition of the balance of the escrowed funds. Notwithstanding the foregoing, if the Escrow Agent, having received reasonable evidence of the commencement of such action, has not received, within sixty (60) days following a Payment Date, either (i) the Restraining Order, or (ii) Euro's legally enforceable written undertaking to pay to Nocopi, in the event that it is determined to be entitled to the escrowed funds, such funds together with interest thereon until paid, at a rate per annum of twelve percent (12%), then, in such event, the Escrow Agent shall remit the sum then due to Nocopi. Nothing herein contained shall be construed as limiting the amount of damages or other relief which may be available by reason of any breach or default. (i) The duties of the Escrow Agent are only as herein specifically described, are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith and the Escrow Agent is hereby released from any act done or omitted to be done in good faith in the performance of his duties (except for willful misconduct or gross negligence); the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by him to be genuine; the Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the secretary provisions hereof has been duly authorized to do so; the Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by each of the Companyparties hereto. (ii) The parties shall, jointly and severally, reimburse, indemnify the Escrow Agent for, and hold him harmless against, any and all loss, liability, costs or such other person designated expenses, including reasonable attorneys's fees and disbursements, incurred without gross negligence or willful misconduct (or lack of good faith) on the part of the Escrow Agent, arising out of or in connection with any dispute among the parties pertaining to the escrow fund and the distribution thereof, including but not limited to any action or proceeding in connection therewith. (iii) The Escrow Agent shall not have any liability or obligation for loss of all or any portion of the proceeds being held in escrow by reason of the insolvency of failure to the institution or depository with whom the escrow is maintained. The escrow shall be maintained in an ▇▇▇▇ account regularly maintained by the Company, Escrow Agent with Chase Manhattan Bank or in an interest bearing account or Certificate(s) of Deposit issued by such bank. Any interest earned on the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment escrow fund shall be held by the secretary or other designee property of the Escrow Agent as partial compensation to him. (iv) The Escrow Agent has executed this Agreement solely to confirm that the Escrow Agent shall act in escrowsuch capacity and will hold the escrowed amount, as and when received, in escrow pursuant to the Joint Escrow Instructions provisions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. 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 Restricted Shares and stock assignment There shall be held in escrow (the "ESCROW AMOUNT") pursuant to Article VII of this Agreement a number of shares of Parent Common Stock and shares of Parent Common Stock reserved for issuance upon exercise of Replacement Options (as defined in Section 5.2) which have an aggregate value of $22,500,000 (the "INITIAL ESCROW VALUE") (with the shares of Parent Common Stock being valued at the RN Stock Price and the shares of Common Stock issuable upon exercise of Replacement Options ("RESERVED OPTION SHARES") being valued at the RN Stock Price less the exercise price applicable to each such share). The shares of Parent Common Stock and Reserved Option Shares that are included within the Escrow Amount (the "ESCROW SHARES") shall be contributed by the secretary or other designee in escrow, pursuant holders of Company Common Stock and holders of Company Stock Options listed on Exhibit B (the "ESCROW CONTRIBUTORS"). Each Escrow Contributor shall contribute to the Joint Escrow Instructions Amount a number of shares of Parent Common Stock equal to his or her respective Allocable Share of the Company and Executive attached hereto Initial Escrow Value (as Exhibit A-2, until defined below) divided by the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesRN Stock Price; provided, however, that to the extent that the product of the number of shares of Parent Common Stock issuable to an Escrow Contributor at the Effective Time pursuant to Section 1.6(a) times the RN Stock Price is less than such Escrow Contributor's Allocable Share of the Initial Escrow Amount (such difference, the "ESCROW VALUE DIFFERENCE"), such Escrow Contributor shall contribute to the Escrow Amount a number of Reserved Option Shares such that the aggregate Option Value (as defined below) of such Reserved Option Shares equals the Escrow Value Difference. The Escrow Amount shall be held in escrow agent to compensate Parent and its affiliates (including the Surviving Corporation) for any "Losses" (as defined in Section 7.2 hereof) which are determined to be incurred by Parent in connection with this Agreement and the transactions contemplated hereby and to secure claims made by Parent and Merger Sub pursuant to the Special Escrow Claims provisions of Exhibit A attached hereto. Exhibit B attached hereto shall nevertheless retain set forth, for reference purposes only, with respect to each Escrow Contributor: (i) their respective Allocable Shares, (ii) their respective Allocable Shares of the Initial Escrow Value and (iii) the Escrow Shares to be contributed to the Escrow Amount by each Escrow Contributor, as determined pursuant to the terms of this Section 1.6(b); provided that, in the event of any discrepancy between the provisions of this Section 1.6(b) and the numbers set forth on Exhibit B, this Section 1.6(b) shall control. With respect to each Escrow Contributor who executes a Stock Restriction Agreement in the form attached hereto as Exhibit G pursuant to Section 6.2(k) (the "STOCK RESTRICTION AGREEMENTS"), (X) the Escrow Shares which such certificate Escrow Contributor contributes to the Escrow Amount shall be deemed to be composed of shares which are subject to divestment or certificates repurchase under the Stock Restriction Agreement ("RESTRICTED SHARES") and those which are not so subject to divestment or repurchase ("UNRESTRICTED SHARES") in the same proportions as all of the shares to be issued to such Escrow Contributor upon Closing pursuant to Section 1.6(a) of this Agreement are composed of Restricted Shares and Unrestricted Shares, and (Y) the application of the release of the restrictions provided for in the Stock Restriction Agreement shall be allocated between such shareholder's shares of Parent Common Stock which are Restricted Shares included in the Escrow Amount and Restricted Shares that are not included in the Escrow Amount in the same proportions as the escrow agent may be required pursuant total number of shares of Parent Common Stock issued to other restrictions imposed such shareholder pursuant to this Agreement were at the Closing allocated between those that are included in the Escrow Amount and those that are not, all as reflected on Exhibit B (for example, if an Escrow Contributor contributed to the Escrow Amount 10% of the total number of shares of Parent Common Stock which were issued to such Escrow Contributor on the Closing Date pursuant to Section 1.6(a) of this Agreement, and a number of such Escrow Contributor's Restricted Shares were to become Unrestricted Shares on a particular date, 10% of such shares to become Unrestricted Shares would be deemed to be Restricted Shares included in the Escrow Amount and 90% shall be deemed to be Restricted Shares not included in the Escrow Amount).

Escrow. To insure Subject to the availability for delivery terms and conditions of Restricted Shares upon repurchase this Agreement, the first $1.0 million of the Earn-Out Amount payable by Parent or the Surviving Company pursuant to the Lapsing Repurchase Right hereunder, terms of this Agreement shall be deposited by the Executive hereby appoints Parent in escrow (the secretary “Escrow Amount”) in lieu of paying such to the holders of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact Company Stockholders that would otherwise be entitled to sell, assign and transfer unto the Company, receive such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shallparagraph 1.5.3, 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 Restricted Shares and stock assignment shall Escrow Amount to be held by and in the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions name of the Company and Executive attached hereto as Exhibit A-2, until Escrow Agent for the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares period ending on the second anniversary of the date that the full $1.0 million is placed into escrow by the Parent pursuant to the terms hereof, or until hereof (the “Escrow Period”) and for such time further period as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed the Escrow Agreement. The Escrow Amount shall be allocated among the Persons entitled to receive them in the same proportions as the Purchase Price is allocated among them, pursuant to this paragraph 1.5, all in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing between Parent, the Representative referred to in paragraph 4.1.1, and an escrow agent to be mutually designated by the Parent and the Representatives (as defined in paragraph 4.1.1) prior to the Closing (the “Escrow Agent”), in substantially the form annexed hereto as Exhibit G (the “Escrow Agreement”). The Company Stockholders hereby direct, in the Letter of Transmittal, the Parent and the Merger Sub to issue the Escrow Amount in the name of the Escrow Agent, and to deliver such Escrow Amount to the Escrow Agent to be held pursuant to the terms of the Escrow Agreement. The Letter of Transmittal shall, among other things, direct the Parent and the Merger Sub to deliver the Escrow Amount to, and in the name of, the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement.

Escrow. To insure 15.1 At Completion, the availability for delivery Purchaser, the Seller and the Escrow Account Holding Bank shall enter into the Escrow Agreement and, in accordance with the provisions of Restricted Shares upon repurchase by clause 14.2(B), the Company Purchaser shall pay, or procure the payment of, an amount equal to ten per cent (10%) of the Cash Consideration (excluding any amount in respect of VAT) in cleared funds into the Escrow Account, to be held in accordance with the terms of this clause 15 and the Escrow Agreement. 15.2 Without prejudice to the terms of any Instruction Letter, the parties agree that: (A) any interest earned on the balance of the Escrow Account shall be credited to the balance of the Escrow Account; (B) without prejudice to the terms of the Charge over the Escrow Account, the Seller is entitled at all times to the full beneficial interest in the credit balance (including such part of the credit balance as represents interest) of the Escrow Account; and (C) the Escrow Account Holding Bank shall charge any fees, charges, costs and expenses in connection with the arrangements under this clause 15 against any interest earned on the balance of the Escrow Account. 15.3 The Seller shall, and shall procure that the Escrow Account Holding Bank shall (save to the extent created pursuant to the Lapsing Repurchase Right hereunderCharge over Escrow Account): (A) not create or have outstanding any security interest over all or any part of the Seller’s interest in the Escrow Account; (B) not transfer, assign or otherwise dispose of all or any part of the Seller’s interest in the Escrow Account; and (C) ensure that the Seller’s interest is and remains free from any other Encumbrance, right of set-off or counterclaim. 15.4 No payment shall be made out of the Escrow Account other than in accordance with the provisions of this clause 15. All payments out of the Escrow Account shall be made without deduction or withholding unless such deduction or withholding is required by Law. 15.5 Each of the parties agrees to deliver such Instruction Letters to the Escrow Account Holding Bank, and to take such other actions, as may be necessary to enable and instruct the Escrow Account Holding Bank to deal with the Escrow Account in accordance with the provisions of this clause 15. 15.6 Within five (5) Business Days after the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim, or five (5) Business Days before amounts become due and payable in accordance with clause 10 of the Tax Covenant, the Executive hereby appoints Seller and the secretary of Purchaser shall execute and issue an Instruction Letter to the Company, Escrow Account Holding Bank instructing it to remit to the Purchaser (to such bank account or any other person designated by the Company, as escrow agent, accounts as the Executive’s attorney-in-fact Purchaser may nominate from time to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant time in writing 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 Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant Escrow Account Holding Bank) an amount equal to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder Amount Payable with respect to those Restricted Shares; providedsuch Settled Indemnity Claim or Determined Indemnity Claim or the amounts due and payable in accordance with clause 10 of the Tax Covenant (or, howeverif the amount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable in accordance with clause 10 of the Tax Covenant in full, that the escrow agent amount standing to the credit of the Escrow Account). [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 15.7 Subject to sub-clauses 15.8 and 15.9, if there is any amount remaining in the Escrow Account following the date which is thirty six (36) months after the Completion Date after retaining an amount equal to the Escrow Indemnity Claim Value (as defined in sub-clause 15.8), the Seller and the Purchaser shall nevertheless retain issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit such certificate remaining amount to the Seller’s Bank Account (or certificates to such other bank account or accounts as the escrow agent Seller may nominate from time to time in writing to the Escrow Account Holding Bank). 15.8 Subject to sub-clause 15.9, if, on the date which is thirty six (36) months after the Completion Date, there are any Indemnity Claims or claims under the Tax Covenant which have been notified to the Seller but which have not become Settled Indemnity Claims or Determined Indemnity Claims or due and payable under clause 10 of the Tax Covenant (such Indemnity Claims and claims under the Tax Covenant being “Escrow Indemnity Claims”), the Escrow Account shall remain open and a sum equal to the aggregate value of such Escrow Indemnity Claims in the amount notified in writing to the Seller by the Purchaser (the “Escrow Indemnity Claim Value”) or, if the balance of the Escrow Account is less than such aggregate value of such Escrow Indemnity Claims, the whole of the amount in the Escrow Account, shall remain in the Escrow Account and be required pursuant dealt with in accordance with this clause 15 (the “Extended Retention”). 15.9 Upon any Escrow Indemnity Claim becoming a Determined Indemnity Claim or a Settled Indemnity Claim or due and payable under clause 10 of the Tax Covenant after the date which is thirty six (36) months after the Completion Date, the Seller and the Purchaser shall execute and issue an Instruction Letter to the Escrow Account Holding Bank as soon as reasonably practicable instructing it to remit: (A) an amount equal to the Amount Payable in respect of that claim or the amount due and payable under clause 10 of the Tax Covenant (or, if the amount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable under clause 10 of the Tax Covenant in full, the amount standing to the credit of the Escrow Account) to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank); and (B) the balance standing to the credit of the Escrow Account (if any), after taking full account of any other restrictions imposed pursuant Escrow Indemnity Claims in respect of which the Extended Retention is still to this Agreementapply (if any), to the Seller’s Bank Account (or to such other bank account or accounts as the Seller may nominate from time to time in writing to the Escrow Account Holding Bank), in each case within five (5) Business Days after the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim or five (5) Business Days before amounts become due and payable in accordance with clause 10 of the Tax Covenant.

Escrow. To insure (a) The Subscriber hereby appoints Fox Rothschild LLP as the availability "Escrow Agent" for delivery purposes of Restricted Shares upon repurchase this Agreement. The Subscriber shall deliver the Subscription Amount to Escrow Agent by check made payable to Fox Rothschild LLP or by wire transfer to Wachovia Bank, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA #▇▇▇▇▇▇▇▇▇, Account: Fox Rothschild LLP Iolta Account, Account # 2100012910060, Swift Code: PNB PUS 33 (international wires only) to be held in a non-interest bearing escrow account (the "Escrow Account") until the Closing. The parties hereby agree that the Subscription Amount shall be released from the Escrow Account to the Company, less any applicable commissions and fees, simultaneously with (i) the acceptance by the Company pursuant of the Subscriber's subscription; and (ii) the release by the Company of the certificate representing the Shares. In the event that the Closing has not occurred within thirty (30) days of the Subscription Amount being deposited into escrow, then the Escrow Agent shall return the Subscription Amount from the Escrow Account to the Lapsing Repurchase Right Subscriber, without interest. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or omitted by it in good faith, or for anything it may in good faith do or refrain from doing in connection herewith; nor for any negligence other than its gross negligence; nor shall the Escrow Agent be answerable for the default or misconduct of its agents, attorneys or employees, if they be selected with reasonable care; nor will any liability be incurred by the Escrow Agent, if, in the event of any dispute or question as to its duties or obligations hereunder, it acts in accordance with advice of its legal counsel, including, without limitation, its own reasoned, written legal opinion relative to the Executive hereby appoints matter. The Escrow Agent shall have no liability for the secretary selection of the depository bank nor for any loss of funds in the event of the failure of the depository bank. (c) In the event that prior to the termination of the escrow, the Escrow Agent receives or becomes aware of conflicting demands or claims with respect to the escrowed funds or the rights of the Company or the Subscriber, the Escrow Agent shall have the right to discontinue any or all further acts on its part until such conflict is resolved to its satisfaction. In such event, the Escrow Agent shall not pay the escrowed funds to any party, and, except as provided herein, shall not comply with any claims, demands or instructions with respect to the escrowed funds from the Company or the Subscriber or any representative of the foregoing. The Escrow Agent shall not be or become liable in any way to the Company, to the Subscriber, or any other person designated or entity for its failure or refusal to comply with such conflicting claims or demands. The Escrow Agent shall be entitled to refuse to act until: (i) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction; (ii) such conflicting or adverse claims or demands shall have been settled by agreement among all of the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent; and/or (iii) the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to indemnify and save it harmless from and against any and all loss, liability or expense which it may incur by reason of its acting. (d) The Escrow Agent shall have the further right to commence or defend any action or proceeding for the determination of such conflict. The Company agrees to defend and indemnify, and to otherwise pay all costs, damages, judgments and expenses, including reasonable attorneys’ fees, suffered or incurred by the Escrow Agent in connection with or arising out of the Escrow and this Agreement, including but without limiting the generality of the foregoing, a suit in inter-pleader brought by the Escrow Agent. In the event the Escrow Agent files a suit in inter-pleader and deposits the escrowed funds with the court in which such suit is filed, it shall thereupon be fully released and discharged by the Company and the Subscriber from all further obligations to perform any and all duties or obligations imposed upon it by this Agreement, but the Company shall not be discharged from its obligations to the Escrow Agent contained in this Agreement, which shall be deemed to survive any such deposit of funds. (e) Fox Rothschild LLP represents the Company, as escrow agent, as not the Executive’s attorney-in-fact Subscriber. Fox Rothschild expects 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 be paid for its legal services out 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 Restricted Shares and stock assignment shall be held by the secretary or other designee proceeds in escrow, pursuant to which creates a conflict of interest. Purchasers acknowledge that the Joint Escrow Instructions of Agent does not represent the Company Subscriber and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in that the escrow agent’s possession belonging duties are strictly limited to the Executiveprovisions of this Agreement. The Subscriber and Company waive any conflict of interest, and the escrow agent shall be discharged lack of all further obligations hereunder independence or appearance of impropriety with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates Fox Rothschild LLP’s service as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementEscrow Agent hereunder.

Escrow. To insure (a) On the availability for delivery Closing Date, Parent shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, a number of Restricted Shares upon repurchase shares of Parent Common Stock equal to the product of ten percent (10%) multiplied by the Company Stock Merger Consideration, rounded down to the nearest whole share, (the "Escrow Amount"), which shall serve as partial security for the Participating Holders' indemnification obligations pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary Section 8. The Escrow Pro Rata Fraction of the CompanyEscrow Amount shall be withheld from the Stock Merger Consideration otherwise payable to each of the Participating Holders, 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 which Escrow Pro Rata Fraction was determined in accordance with the Company pursuant to the Lapsing Repurchase Right and shallCharter, upon execution including Section 2(g)(v) 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. Article IV.B thereof. The Restricted Shares and stock assignment Escrow Fund shall be held by the secretary Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other designee judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in escrow, pursuant accordance with the terms of the Escrow Agreement. Any amounts held in the Escrow Fund that are not subject to then outstanding indemnification claims shall be released to the Joint Escrow Instructions Participating Holders within five (5) Business Days following the date that is the twelve (12) month anniversary of the Company and Executive attached hereto as Exhibit A-2, until Closing Date. (b) Each distribution of Parent Common Stock made from the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant Escrow Fund to the terms hereof, or until such time as this Agreement no longer is Participating Holders shall be made in effect. Upon lapsing proportion to the respective Escrow Pro Rata Fractions of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right Participating Holders. (c) The Parent Common Stock deposited in the escrow agent’s possession belonging to the Executive, and the escrow agent Escrow Fund shall be discharged of all further obligations hereunder with respect to those Restricted Sharestreated for income tax purposes as owned by the Participating Holders; provided, however, that any income, gains, losses and expenses of the escrow agent Escrow Fund shall nevertheless retain such certificate be available to Parent as part of the Escrow Fund, and if not paid to Parent in connection with an indemnification claim in accordance with Section 8 shall ultimately be distributable to the Participating Holders in accordance with this Agreement and the Escrow Agreement. The Participating Holders shall have voting rights with respect to their allocable shares of Parent Common Stock in the Escrow Amount. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Stock Merger Consideration by the Participating Holders, shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Fund in accordance with the terms hereof and thereof. (e) On the Closing Date, the Company will wire to the Stockholders' Representative $250,000 (the "Expense Fund"), which will be used for the purposes of paying directly, or certificates as reimbursing the escrow agent may be required pursuant to other restrictions imposed Stockholders' Representative for, any third party expenses pursuant to this Agreement and the Escrow Agreement. The Participating Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders' Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the release in full of the Escrow Fund, the Stockholders' Representative will deliver the balance of the Expense Fund to the Exchange Agent for further distribution to the Participating Holders, in accordance with their respective Indemnity Pro Rata Fractions. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Participating Holders.

Escrow. To insure The Shares shall be deposited by the availability for delivery Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of Restricted Shares this Agreement and shall be held in escrow by the Company's transfer agent, as escrow agent (the "Escrow Agent"). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Employee, upon repurchase request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, event Shares are forfeited pursuant to Section 4 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 withheld by the Company pursuant to Section 10(b), the Lapsing Repurchase Right Company shall give written notice to the Employee and shall, upon execution to the Escrow Agent specifying the number of Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, deliver including the delivery to the Company of those Shares and deposit with stock powers for the secretary of the Company, Shares being forfeited or such other person designated withheld by the Company. The escrow shall terminate upon the earliest of (i) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) the election by the Company to waive forfeiture on all of the unvested Shares, or (iii) 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 Employee, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Escrow Agent shall promptly deliver such Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company Employee and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to those Restricted Shares; providedthe delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, however, that the escrow agent shall nevertheless 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 disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. Any stock certificate issued to the Employee representing unvested Shares shall have affixed thereto a legend in substantially the following form: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (or certificates as his or her predecessor in interest), and such Agreement is available for inspection without charge at the escrow agent may be required pursuant office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other restrictions imposed pursuant to this Agreementnotation.

Escrow. To insure Notwithstanding anything in this Article X to the availability contrary, in the event that, at the time the Purchaser Termination Fee is required to be paid, Parent or its direct or indirect parent is an entity intended to qualify as a REIT, the amount paid to Parent pursuant to Section 10.3 in any tax year shall not exceed the maximum amount that can be paid to Parent (or its Affiliates) in such year without causing it to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Nonqualifying Income, as determined by counsel or independent accountants to Parent. Parent shall inform (1) Purchasers shall place the Fee Amount into an escrow account (the “Fee Escrow Account”) using an escrow agent and agreement reasonably acceptable to Parent and Purchaser Representative (including provisions that provide for customary tax distributions to the owner of the escrow) and shall not release any portion thereof to Parent, and Parent shall not be entitled to any such amount, unless and until Parent delivers to Purchaser Representative, at the sole option of Parent, (i) an opinion (a “Fee Amount Tax Opinion”) of Parent’s tax counsel or independent accountants to the effect that such amount, if and to the extent paid, would constitute Qualifying Income, (ii) a letter (a “Fee Amount Accountant’s Letter”) from Parent’s independent accountants indicating the maximum amount that can be paid at that time to Parent without causing Parent or its Affiliates to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to Parent or its Affiliates indicating that the receipt of any Fee Amount hereunder will not cause Parent or such Affiliate to fail to satisfy the REIT Requirements (collectively with a Fee Amount Tax Opinion and a Fee Amount Accountant’s Letter, a “Release Document”); (2) pending the delivery of Restricted Shares upon repurchase by a Release Document, Parent shall have the Company right, but not the obligation, to borrow the Fee Amount or any portion thereof from the Fee Escrow Account pursuant to a loan agreement reasonably acceptable to Parent that provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the Lapsing Repurchase Right hereundercredit standing and profile of Parent or any guarantor of Parent at the time of such loan, and (B) a five (5) year maturity with no periodic amortization and no prepayment penalty; and (3) Parent shall bear all costs and expenses with respect to the Executive hereby appoints the secretary escrow as contemplated by clauses (1) and (2) in this Section 10.5. Any portion of the Company, or Fee Amount (and any other person designated by the Company, accrued interest) that remains in escrow 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 fifth (5th) anniversary of the Company, date the share certificates representing Fee Amount was initially placed into the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Fee Escrow Account shall be held released 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutivePurchasers, and the escrow agent Parent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementhave no rights thereto.

Escrow. To insure (a) By virtue of this Agreement and as partial security for the availability indemnity obligations provided for delivery in Section 8.3, at the Closing, Purchaser will deposit with the Escrow Agent cash comprising the Escrow Amount (the “Escrow Fund”). The Escrow Fund shall be available to compensate Purchaser (on behalf of Restricted Shares upon repurchase by the Company itself or any other Indemnified Party) for Losses pursuant to the Lapsing Repurchase Right hereunderindemnification obligations of the Indemnifying Parties. The Escrow Agent shall retain the Escrow Fund until 11:59 p.m. New York time on the date that is thirty (30) days after the date that is 12 months after the Closing Date (the “Escrow Release Date”) unless cancelled or forfeited as set forth in this Article VIII. No portion (nor all) of the Escrow Fund, nor any beneficial interest therein, may be pledged, subjected to any Lien, sold, assigned or transferred, by the Indemnifying Party, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of the Indemnifying Party, in each case prior to the disbursement of the Escrow Fund to Caladrius in accordance with Section 8.1(b) below. (b) Within five (5) Business Days following the Escrow Release Date, the Executive hereby appoints Escrow Agent will disburse to Caladrius the secretary Escrow Amount less (i) that portion of the Company, Escrow Amount previously paid to Purchaser or any other person designated by Indemnified Party in satisfaction of claims for indemnification in accordance with this Article VIII and/or Section 2.5(d) and (ii) that portion of the CompanyEscrow Amount that is determined, as escrow agentin the reasonable judgment of Purchaser, 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 be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Notice delivered to the Lapsing Repurchase Right and shall, upon execution of Indemnifying Party prior to the Escrow Release Date in accordance with this Agreement, deliver and deposit with the secretary Article VIII. Any portion of the Company, or such other person designated by Escrow Amount held following 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder Release Date with respect to those Restricted Shares; provided, however, pending but unresolved claims for indemnification that is not awarded to Purchaser or any other Indemnified Party upon the escrow agent resolution of such claims shall nevertheless retain be disbursed to Caladrius within fifteen (15) Business Days following resolution of such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementclaims.

Escrow. To insure (a) Prior to or simultaneously with the availability for delivery Effective Time, AIT and Parent shall enter into an escrow agreement with JPMorgan Chase Bank, NA (the “Escrow Agent”) substantially in the form of Restricted Shares upon repurchase by Exhibit A hereto (the Company pursuant to “Escrow Agreement”). At the Lapsing Repurchase Right hereunderEffective Time, Parent shall withhold from 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 Merger Consideration and deposit with the secretary of Escrow Agent an amount in cash equal to the Company, Escrow Cash Holdback plus the Closing Adjustment Holdback and one or such other person designated by the Company, the share more certificates representing the Restricted SharesEscrow Stock Holdback (together, together with the stock assignment“Escrow Fund”), duly endorsed to be held in blankan account (the “Escrow Account”) governed by the terms and conditions of this Agreement and the Escrow Agreement and managed by the Escrow Agent. (b) The Escrow Fund shall constitute security solely for (i) adjustments to the Merger Consideration pursuant to Section 2.09 and (ii) the indemnification obligations of AIT pursuant to Article 12, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by in and distributed from the secretary or other designee Escrow Account in escrow, accordance with the provisions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that any amount of the Closing Adjustment Holdback remaining in the Escrow Account following either (i) the payment to Parent of the Final Closing Adjustment Payment pursuant to Section 2.09, or (ii) the Joint final determination pursuant to Section 2.09 that no such Final Closing Adjustment Payment is owed to Parent, shall be released to AIT subject to this Agreement and the Escrow Instructions Agreement. The Escrow Agreement shall also provide that any amount of the Company Escrow Holdback remaining in the Escrow Account, and Executive attached hereto as Exhibit A-2, until not the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms subject of a claim duly and timely made in accordance with Article 12 hereof, or until such time as this Agreement no longer on the date that is in effect. Upon lapsing of fifteen (15) months following the restrictions associated with Restricted Shares, the escrow agent Closing shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver be released to the Executive the certificate or certificates representing such Restricted Shares which are no longer AIT subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executivethis Agreement, including Section 12.01 hereof, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement.

Escrow. To insure (a) Parent and Key Employee each agree to enter into the availability for delivery Escrow Agreement at or before the Effective Time. (b) On the second anniversary of Restricted Shares upon repurchase by the Company Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Agent shall theretofore have received a written notice from Parent pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, Section 4(c) 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 4(d) of this Agreement, the Escrow Agent shall pay 100% of the Retention Amount to Key Employee, without any further need for instruction from Parent, and Parent shall cease to have any further claims to, or rights or interests in, such portion of the Retention Amount so paid to Key Employee, effective upon such payment. (c) Upon any lapse of the Restriction pursuant to Section 3(d) of this Agreement, Parent shall deliver and deposit a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Retention Amount to Key Employee (or, in the case of Key Employee’s death, to his estate) in accordance with the secretary of the CompanyEscrow Agreement, and Parent shall immediately cease to have any further claims to, or such other person designated by the Companyrights or interests in, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held Retention Amount. (d) Upon any forfeiture 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder Key Employee with respect to those Restricted Sharesthe Unvested Retention Amount as provided in Section 3(b), Parent shall deliver a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Unvested Retention Amount to Parent in accordance with the Escrow Agreement, and Key Employee shall immediately cease to have any further claims to, or rights or interests in, the Unvested Retention Amount. (e) Neither party shall give any instructions to the Escrow Agent except as expressly provided in Sections 4(b), 4(c) and 4(d) (other than any joint instructions as to which both parties may agree in writing). (f) Neither the Retention Amount held in escrow nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of Key Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and without effect, ab initio; provided, however, that this Section 4(f) shall not prohibit any transfer of Key Employee’s rights and interests hereunder by will or the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementlaws of descent and distribution.

Escrow. To insure (a) Notwithstanding anything to the availability contrary in this Agreement, on the Closing Date, Buyer shall deliver to the Escrow Agent, for delivery deposit in a separate account (the “Escrow Account”) an amount equal to $7,000,000 (the “Escrow Amount”) for the purpose of Restricted Shares upon repurchase by the Company securing Buyer’s indemnification rights 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 Article 10 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 Restricted Shares and stock assignment which shall be held and invested by the secretary or other designee in escrow, pursuant to Escrow Agent under the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Agreement pursuant to the terms hereof, or until such time as thereof and shall be disbursed in accordance with the terms of this Agreement no longer is in effect. Upon lapsing and the Escrow Agreement. (b) The adoption of this Agreement and the approval of the restrictions associated with Restricted SharesMerger by the Stockholders of the Company shall constitute approval of the Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow and the appointment of the Stockholders’ Representative. (c) Prior to any distribution of any amount from the Escrow Account (other than to Buyer), the escrow agent Stockholders’ Representative shall promptly upon written request, or periodically without written request, but be entitled to: (i) receive from the Escrow Account in either case no more than once per calendar year, deliver reimbursement of its costs and expenses that amount of cash equal to the Executive Stockholders’ Representative’s costs and expenses in connection with this Agreement and the certificate or certificates representing Escrow Agreement, and (ii) direct the Escrow Agent to hold back from such Restricted Shares which are no longer subject distribution and retain in the Escrow Account an amount equal to the Lapsing Repurchase Right costs and expenses that the Stockholders’ Representative reasonably determines may be incurred in the escrow agent’s possession belonging connection with any Disputes, which costs and expenses shall be paid to the ExecutiveStockholders’ Representative at any time upon request of the Stockholders’ Representative. For the avoidance of doubt, and (i) any distribution to the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed Stockholders’ Representative pursuant to this Section 2.12(c) shall not be deemed a distribution to Stockholders but a reimbursement for actual expenses incurred by the Stockholders’ Representative in performing its services in connection with this Agreement and the Escrow Agreement, (ii) this subsection (c) shall only apply to that portion of the Escrow Account that would have been distributed to Holders of Preferred Shares, Holders of Common Shares and/or holders of In-the-Money Options (and not Buyer) but for the provisions of this subsection (c). (d) Any distribution from the Escrow Account (i) for the benefit of Holders of Preferred Shares and/or Holders of Non-Electing Common Shares shall be paid by the Escrow Agent to the Exchange Agent for further distribution by the Exchange Agent to such Holders in accordance with the terms of this Agreement, and (ii) for the benefit of Participants and/or holder of In-the-Money Options shall be paid by the Escrow Agent to the Surviving Corporation for further distribution by the Surviving Corporation to such Persons in accordance with the terms of this Agreement.

Escrow. 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. (a) The Restricted Shares and stock assignment Deposit shall be held in escrow in an interest bearing trust account by Escrow Agent until delivered as herein provided. Purchaser agrees to provide the secretary or other designee Escrow Agent with its Federal Tax Id number in escrow, pursuant order that the Escrow Agent may open the interest bearing sub-account. Any interest earned on the Deposit shall be paid to whichever party is entitled thereto. Such interest shall not be credited against the Joint Price. The Deposit shall be held and disbursed by Escrow Instructions Agent in the following manner: (i) to Seller at the closing upon consummation of the Company and Executive attached hereto as Exhibit A-2closing; or (ii) to Seller upon receipt of written demand therefor, until stating Purchaser has defaulted in the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as performance of Purchaser’s obligations under this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Sharesfacts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of clause (b) of this Section 1.4; or (iii) to Purchaser upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least five (5) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of clause (b) of this Section 1.4. (b) Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of Section 1.4(a), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within three business (3) days after Escrow Agent sends a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. (c) In the event of any disputes between the parties, Escrow Agent, at its option, may disregard all instructions received and may hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final judgment of a court of competent jurisdiction. (d) In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the costs and expenses of defending itself against any claim of liability or participating in any legal proceeding . Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (g) Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall nevertheless retain not be unreasonably withheld or delayed. After such certificate resignation, Escrow Agent shall have no further duties or certificates as liability hereunder. (h) Purchaser and Seller, together, shall have the right to terminate the appointment of Escrow Agent hereunder by giving to it notice of such termination, specifying the date upon which such termination shall take effect and designating a replacement escrow agent may agent, who shall sign a counterpart of this Agreement. Upon demand of such successor escrow agent, the Deposit shall be required pursuant turned over and delivered to other restrictions imposed pursuant such successor escrow agent, who shall thereupon be bound by all of the provisions hereof. (i) Seller and Purchaser shall be jointly and severally responsible for the reimbursement to Escrow Agent of all expenses, disbursements and advances (including reasonable attorney’s fees) incurred or made by Escrow Agent in connection with the carrying out of its duties hereunder. (j) Escrow Agent’s agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Agreement.

Escrow. To insure (1) On the availability for delivery of Restricted Shares upon repurchase by Issue Date, (i) the Company shall deposit (or cause to be deposited) into the Escrow Account the aggregate amount paid for the Offered Securities and the related guarantees, net of the initial purchasers’ discount and commissions, pursuant to Section 3 of the Lapsing Repurchase Right hereunderPurchase Agreement (the “2017 Notes Proceeds”) and (ii) Pentair will deposit into the Escrow Account an amount equal to: (x) the Special Mandatory Redemption Price (as defined in Section 1.6(3)) that would be payable pursuant to Section 1.6(3) if the Special Mandatory Redemption Date were February 8, 2013, less (y) the 2017 Notes Proceeds (the “Pentair Deposit”). (2) Upon the satisfaction of all of the following conditions (collectively, the Executive hereby appoints “Escrow Release Conditions”), and only upon the secretary satisfaction of the Escrow Release Conditions, the Company, or any other person designated by Parent and Pentair shall execute a Notice of Distribution and Merger, in 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 form set forth in Exhibit A to the Lapsing Repurchase Right and shall, upon execution of this Escrow Agreement, deliver and deposit with the secretary of the Company, or such other person designated by notice as shall be mutually agreed with the CompanyEscrow Agent, to cause (x) the share certificates representing the Restricted Shares, 2017 Notes Proceeds (together with the stock assignment, duly endorsed any interest thereon or proceeds or investment income in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall respect thereof) to be held by the secretary or other designee in escrow, pursuant released to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2(y) the Pentair Deposit (together with any interest thereon or proceeds or investment income in respect thereof) to be released to Pentair: (a) the Distribution has been completed in all material respects in accordance with the Separation and Distribution Agreement; (b) the Merger has been completed in all material respects in accordance with the Merger Agreement; (c) the Tyco Administrative Agent shall have provided a written release of the Company’s and Parent’s guarantees of the Tyco Credit Facilities; and (d) no Event of Default has occurred and is continuing. Satisfaction of certain of the Escrow Release Conditions may occur simultaneous with or immediately after the release of funds from the Escrow Account, until but the Company exercises its Lapsing Repurchase Right as provided hereunderfunds will be released upon the certification by the Issuer, until such Restricted Shares are no longer Restricted Shares pursuant the Guarantor and Pentair to the terms hereof, Escrow Agent that such Escrow Release Conditions will be satisfied simultaneous with or until such time as this Agreement no longer immediately after the release of funds. The date on which the Escrow Release Conditions are satisfied or deemed satisfied is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver referred to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement“Escrow Release Date”.

Escrow. To insure No later than five (5) business days after the availability for delivery execution of Restricted Shares upon repurchase this Agreement by Purchaser and United, Purchaser and United will (A) open an escrow (the "Escrow") with Chicago Title Insurance Company pursuant (the "Escrow Holder") and (B) deliver to Escrow Holder a fully executed copy of this Agreement together with an authorization to act in accordance with the Lapsing Repurchase Right hereunderterms of this Agreement. The aforesaid authorization, the Executive hereby appoints the secretary of the Companytogether with Escrow Holder's standard provisions, 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 will become part of this Agreement, deliver and deposit with the secretary of the Company, whether 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Sharesnot annexed hereto; provided, however, that in the escrow agent event of any conflict of inconsistency between such standard provisions on the one hand and this Agreement on the other hand, the inconsistency shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant resolved by giving precedence to this Agreement and this Agreement will control. All charges associated with the Escrow, including the Escrow Holder's fees, will be shared equally by Purchaser and United. Purchaser will be entitled to all interest earned by the Deposit (subject, however, to the provisions of Section 7 hereof), which interest, if any, will be disbursed to Purchaser or credited to the Purchase Price at Closing A. Title Report; Approval of Title by Purchaser. United will employ reasonable and diligent efforts to cause a preliminary report for the Property (the "Title Report"), issued by Chicago Title Insurance Company ("Title Insurer"), together with copies of all title documents referred in the Title Report, to be delivered to Purchaser not later than thirty (30) days following the execution of this Agreement by Purchaser and United. Thereafter, Purchaser will have ten (10) business days from its receipt of the Title Report to approve or disapprove in a writing directed to the United any and all matters affecting title to the Property, other than the Permitted Title Exceptions, as defined below; it being understood and agreed that the failure of Purchaser to approve or disapprove any matter affecting title by written notice to United within the aforesaid ten (10)-day period will be deemed approval of such matter. Should Purchaser disapprove any matter of title, United shall determine, within ten (10) business days after United receives Purchaser's timely notice of disapproval, whether United is willing or able, in United's reasonable discretion, to cause such disapproved items to be eliminated prior to or at Closing. If United determines (in United's reasonable discretion), within such ten (10) business day period, that it is unwilling or unable to cause certain disapproved items to be eliminated prior to or at Closing, United shall give written notice to Purchaser and Escrow Holder identifying such matters, and thereupon, if Purchaser is unwilling to withdraw or waive Purchaser's disapproval of those matters, and provided that the matters disapproved by Purchaser do not constitute Permitted Exceptions or other matters that Purchaser, by the terms of this Agreement, does not have the right to disapprove, Purchaser may terminate this Agreement consistently with the terms and provisions hereof.

Escrow. To insure the availability for delivery of Restricted Shares (a) The Downpayment and any interest earned thereon, upon repurchase Escrow Agent’s receipt and collection thereof, shall continue to be held in an interest bearing account at Citizens Bank (or at such other commercial bank having an office in Manhattan as Escrow Agent shall select) and, at Seller’s option, will be invested in United States Treasury bills or notes or other short term obligations (approved by the Company pursuant both parties in their sole discretion) with appropriate maturities prior to the Lapsing Repurchase Right hereunderscheduled Closing Date. (b) Except as otherwise set forth in this Agreement, 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 Sharesinterest, if any, repurchased by earned on the Company pursuant Downpayment shall be delivered with the Downpayment to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, person 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares persons entitled thereto pursuant to the terms hereofof this Article 30. Escrow Agent shall not be responsible for (i) any interest earned on the Downpayment except for such interest as is actually earned or (ii) the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is posted on such investment. (c) Escrow Agent shall deliver the Downpayment in accordance with the following: (i) If Purchaser shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that it is entitled to the return of the Downpayment, then Purchaser shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Purchaser. Escrow Agent shall promptly send a copy of such notice to Seller and in the event that within five (5) Business Days of such notice being given to Seller, Seller shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then Escrow Agent shall promptly deliver the Downpayment to Purchaser. (ii) If Seller shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that the Downpayment shall have been forfeited by Purchaser, then Seller shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Seller. Escrow Agent shall promptly send a copy of such notice to Purchaser and in the event that within five (5) Business Days of such notice being given to Purchaser, Purchaser shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then the Escrow Agent shall promptly deliver the Downpayment to Seller. (iii) If the Closing under this Agreement shall occur, Seller and Purchaser shall deliver jointly a written notice to Escrow Agent at such Closing instructing Escrow Agent to deliver the Downpayment to Seller (or as Seller may direct in writing) and, upon receipt of such notice, Escrow Agent shall do so. (iv) Upon its receipt of any objection, notice or demand for the Downpayment delivered by Seller or Purchaser, Escrow Agent shall promptly deliver a copy thereof to the other party. (d) In the event any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Downpayment, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and continue to hold the Downpayment until (a) Escrow Agent receives written notice signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the Downpayment directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction, or until such time as this Agreement no longer is in effect. Upon lapsing (b) Escrow Agent receives a certified copy of a final and non- appealable judgment of a court of competent jurisdiction directing the disbursement of the restrictions associated Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with Restricted Sharessaid direction; or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement to the Downpayment has been commenced, Escrow Agent may deposit the Downpayment with the clerk of the court in which said litigation is pending; or (iii) Escrow Agent may deposit the Downpayment in a court of competent jurisdiction by the commencement of an action for interpleader, the escrow agent costs thereof to be borne by whichever of Seller and Purchaser is the losing party. (e) Escrow Agent shall promptly not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Downpayment. Escrow Agent shall not be responsible for any act or failure to act on its part nor shall it have any liability under this Article 30 or in connection herewith except in the case of its own willful misconduct or gross negligence. Escrow Agent shall be automatically released from all responsibility and liability hereunder upon written Escrow Agent’s delivery or deposit of the Downpayment in accordance with the provisions of this Article 30. (f) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments, or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. (g) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any duties or responsibilities except those set forth in this Article 30 and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or periodically other paper or document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (h) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (i) Purchaser and Seller hereby jointly and severally agree to indemnify and save Escrow Agent harmless from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder (including, without written requestlimitation, but reasonable attorneys’ fees and disbursements) except in either the case no more than once per calendar yearof its own willful misconduct or gross negligence. (j) The parties acknowledge that Escrow Agent is acting, deliver and shall continue to act, as counsel to Seller in connection with this agreement and other matters. The parties agree that Escrow Agent or any member or employee of Escrow Agent shall be permitted to act as counsel for Seller in any dispute or question as to the Executive disbursement of the certificate Downpayment or certificates representing such Restricted Shares which are no longer subject to any other matter arising hereunder. (k) The provisions of this Article 30 shall survive the Lapsing Repurchase Right in Closing or the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged termination of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement. The provisions of this Article 30 are intended to supersede that certain escrow agreement, dated June 30, 2011, among Seller, Purchaser and Escrow Agent, which escrow agreement is hereby terminated.

Escrow. To insure (a) The Attrition Escrow shall be for a twelve (12) month period commencing on the availability Closing Date (the "Attrition Escrow Period"). A determination shall be made as of the last day of the Attrition Escrow Period of the RMR on the date immediately preceding the Closing Date attributable to customers who have, during the Attrition Escrow Period, (i) become more than sixty (60) days past due from the invoice date (and who remain more than sixty (60) days past due as of the last day of the Attrition Escrow Period), (ii) who have canceled or failed to renew for delivery of Restricted Shares upon repurchase any reason, or (iii) who have been canceled or terminated by Buyer for excessive false alarms or other customer abuses (the "Lost RMR"). Buyer shall notify Seller by the Company pursuant end of each calendar month of all customers who during the prior calendar month went into default (a "Defaulted Account") so that Seller may have an opportunity to either rectify such account or repurchase such account within thirty (30) days after notification. If Seller elects to repurchase the Lapsing Repurchase Right hereunderaccount, the Executive hereby appoints repurchase price shall be an amount equal to twenty-six (26) times the secretary RMR generated by such account at Closing less forty percent (40%) of the Company, amount of any recurring revenue-related payments actually received by Buyer for the period after Closing from such account prior to repurchase. An account will be deemed to be in default for purposes of this Section 2.3 if it is canceled (by Buyer for excessive false alarms or any other person designated customer abuses or by the Companycustomer for any reason), fails to renew or if any charges are not paid within sixty (60) days from the invoice date. If Seller rectifies a Defaulted Account, repurchases such account or provides a replacement account acceptable to Buyer within thirty (30) days after notification by Buyer, such Defaulted Account shall not be included in Lost RMR. The Purchase Price shall be reduced by a multiple of twenty-six (26) times the Lost RMR less forty percent (40%) of the amount of any recurring revenue-related payments actually received by Buyer for the period after Closing from the accounts included in Lost RMR (the "Purchase Price Deduct"). As soon as possible after the end of the Attrition Escrow Period, the parties shall direct the escrow agent, in writing, to pay Seller the difference between the amount of the Attrition Escrow less the amount of the Purchase Price Deduct. In the event Seller repurchases any accounts under this Section 2.3, Seller shall indemnify and hold Buyer harmless from and against any Aggregate Net Loss (as defined in Section 8.1) incurred by Buyer in connection with such account from and after the Executive’s attorney-in-fact date of repurchase. (b) The Tax Escrow shall provide a source for the settlement of any tax liabilities of Seller, Seller's shareholders (both past and present) or 21st Century, or otherwise relating to sellthe operation of the Security Business prior to Closing, assign imposed upon or assessed against Buyer. The Tax Escrow shall be released as follows: (i) upon receipt of documentation from a taxing authority in a form reasonably acceptable to Buyer evidencing that the Assets to be Acquired are not covered by a tax lien listed on Schedule 2.3(b), a sum equal to the principal amount of such tax lien as reflected on Schedule 2.3(b) shall be released to Seller, (ii) upon a full and transfer unto final discharge by a taxing authority of a tax lien listed on Schedule 2.3(b), an amount equal to the Companyprincipal amount of such tax lien shall be released to Seller, or in the event Seller is unable to obtain the full and final discharge of all tax liens of record during the first twelve (12) months of the Tax Escrow Period (as herein defined), then the Buyer shall have the right to negotiate with all interested taxing authorities the release of any tax liens filed against Seller or 21st Century and to cause to be released from the Tax Escrow, at Buyer's sole direction, for payment to such taxing authorities, such Restricted Sharesamounts as are necessary to cause the release of any or all such tax liens, if anyor (iii) at Buyer's direction, repurchased by the Company pursuant after five (5) days notice to the Lapsing Repurchase Right and shallSeller, upon execution of this Agreement, deliver and deposit with the secretary to any taxing authority as necessary to avoid foreclosure on any of the Company, or such other person designated by Assets to be Acquired. The Tax Escrow shall remain in effect (the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A"Tax Escrow Period") for a period of thirty-l. six (36) months from Closing. (c) The Restricted Shares and stock assignment Chip Change Credit shall be held by the secretary distributed from escrow in accordance with Section 10.1. (d) Nothing herein shall be deemed to limit Buyer's right to proceed against Seller for account attrition or other designee in escrow, pursuant to liabilities beyond the Joint Escrow Instructions amount of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, Attrition Escrow or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementTax Escrow.

Escrow. To insure At the availability for delivery U.S. Closing, $12,000,000 of Restricted Shares upon repurchase the Purchase Price otherwise payable by the Company pursuant Buyer to the Lapsing Repurchase Right hereunder, Sellers shall be delivered by the Executive hereby appoints Buyer to the secretary Escrow Agent for the purpose of securing the obligations of the Company, or any other person designated by Sellers under Section 2.6(f) and Article VIII hereof. Such amount (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 Restricted Shares and stock assignment "Escrow Fund") 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Agent pursuant to the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. At the U.S. Closing, $5,000,000 of the Purchase Price otherwise payable by the Buyer to the Sellers shall be delivered by the Buyer to the Escrow Agent for the purpose of securing the obligation of the Buyer to pay the Purchase Price for the France Assets at the France Closing and of the Sellers to proceed with the France Closing under Section 2.3(c) hereof. Of such amount (the "BC France Escrow Fund"), $3,900,000 shall evidence the portion of the Purchase Price attributable to the France Assets and $1,100,000 shall represent additional Purchase Price payable with respect to the remaining Acquired Assets which shall be held by the Escrow Agent in order to insure the consummation of the France Closing. The BC France Escrow Fund shall be held by the Escrow Agent pursuant to the terms of the BC France Escrow Agreement. The BC France Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or until such time as any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the BC France Escrow Agreement. PAGE Transaction Taxes. Any and all federal, state, county, local or foreign sales, use, value added, excise, stamp, transfer, registration and other Taxes not in the nature of income taxes, fees and duties (including any interest, additions to tax and penalties with respect thereto) and any and all transfer, registration, recording or similar fees and charges imposed in connection with the consummation of the transactions contemplated by this Agreement no longer is in effect. Upon lapsing of (collectively, "Transfer Taxes") shall be borne equally by the restrictions associated with Restricted SharesBuyer, on the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveone hand, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; providedSellers, howeverjointly and severally, that on the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementhand.

Escrow. To insure On the availability for delivery Closing Date, Purchaser shall, on behalf of Restricted Shares upon repurchase Seller, pay to the Escrow Agent, as agent to Purchaser and Seller, in immediately available funds, to the account designated by the Company Escrow Agent (the "Escrow Account"), an amount equal to five percent (5%) of the Estimated Purchase Price (such amount, as it may be subsequently reduced pursuant to this Section 9.5, the "Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Escrow Account, 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 given to Seller (with a copy to the Escrow Agent pursuant to the Lapsing Repurchase Right hereunderEscrow Agreement) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then Seller shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. On the first anniversary of the Closing Date, the Executive hereby appoints Escrow Agent shall release the secretary Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to such anniversary but not yet resolved ("Unresolved Claims"). The Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article IX. For the avoidance of doubt, the release of the Company, or any other person designated by Escrow Amount to Seller after 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 first anniversary 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed Closing Date pursuant to this Section 9.5 shall not prejudice any of the rights of the Purchaser Indemnified Parties to seek indemnification from Seller under this Agreement.

Escrow. 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 The Deposit and any other person designated by sums which the Company, as parties agree shall be held in escrow agent, as (herein collectively called 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"Escrow Deposits"), together with the stock assignmentall interest earned thereon, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) The Escrow Agent shall invest the Escrow Deposits in government insured interest-bearing instruments satisfactory to both Buyer and Seller, shall not co-mingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made. The parties acknowledge that only $100,000 will be federally insured. (b) If the Closing occurs, the Escrow Agent shall deliver the Escrow Deposits to, or upon the instructions of, Seller on the Closing Date. (c) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits and all interest earned thereon to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection 12.1(c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Escrow Deposits and the interest earned thereon, the Escrow Agent shall give written notice to the other designee party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. (d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Seller or Buyer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Buyer shall indemnify and hold the Escrow Agent harmless from and against and Seller shall reimburse Escrow Agent for all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent. (e) Buyer shall be paid the interest earned on the Deposit and shall pay any income taxes on any interest earned on the Deposit. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is set forth next to its signature below. (f) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold the Escrow Deposits and the interest earned thereon, in escrow, and shall disburse the Escrow Deposits, and the interest earned thereon, pursuant to the Joint provisions of this Article 12. (g) The escrow fee, if any, charged by the Title Company in its capacity as Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent Agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementshared equally by Seller and Buyer.

Escrow. To insure 4.1 With respect to the availability for delivery Regulatory Confirmations and the Specific Tax Indemnities, the Parties agree as follows: (a) that at Closing an amount of Restricted Shares upon repurchase EUR 12,000,000 (the Escrow Amount) shall be deposited by the Company pursuant Purchaser (in accordance with clause 6.4(h)), and subsequently be held in, the Escrow Account (provided that in certain circumstances the Escrow Amount may be reduced in accordance with Part A of Schedule 8); (b) the escrow agent (which shall be a reputable internationally-recognised provider of escrow services) which shall administer the Escrow Account shall be appointed by agreement between the Purchaser and the Sellers’ Representative between the date of this Agreement and Closing (the Escrow Agent); (c) the Parties shall cooperate and negotiate in good faith as soon as practicable following the date of this Agreement (and in any event prior to Closing) the terms of and enter into: (i) a side letter agreement setting forth, in all material respects, the provisions of Schedule 8 and, to the Lapsing Repurchase Right hereunderextent applicable, Schedule 7 (Tax Covenant) (the Escrow Side Letter); and (ii) the Escrow Agreement with the Escrow Agent which shall: (A) require the written authority of each of the Sellers’ Representative and the Purchaser to release any amount standing to the credit of the Escrow Account; and (B) be on the Escrow Agent’s standard terms (subject to those terms being reasonably acceptable to the Purchaser and the Sellers’ Representative), subject to such variations and AMS6540051 168372-0004 modifications as the Escrow Agent, the Executive hereby appoints Sellers’ Representative and the secretary Purchaser may agree. 4.2 The Parties agree that: (a) with respect to the Regulatory Confirmations: (i) the conduct provisions set out in section 3 of Part A of Schedule 8 shall apply; and (ii) the maximum Sellers’ liability provisions set out in section 6 of Part A of Schedule 8 shall apply; (b) with respect to the Specific Tax Indemnities: (i) the provisions of Schedule 2 (Limitations) and Schedule 7 (Tax Covenant) shall apply so far as stated to do so therein (including to the extent that Schedule 2 (Limitations) and Schedule 7 (Tax Covenant) are stated to apply to the Tax Covenant and/or Purchaser Claims under the Tax Covenant (except in any provision in which Specific Tax Indemnities are explicitly stated to be excluded from the terms of the CompanyTax Covenant and/or Purchaser Claims under the Tax Covenant)); and (ii) the maximum Sellers’ liability provisions set out in section 4 of Part B of Schedule 8 shall apply; and (c) other than with respect to the Regulatory Confirmations or the Specific Tax Indemnities, nothing in this clause 4 or Schedule 8 shall prejudice, limit or otherwise affect any right (including the right to make any claim) or remedy the Purchaser may have from time to time against the Sellers under this Agreement or any other 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 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 the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementTransaction Document.