Common use of Escrow Clause in Contracts

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Agent Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall hold deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the Deposit “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow and shall dispose instructions of the Deposit only Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the following provisions:wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” a. Escrow Agent 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall deliver the Deposit to Seller or Buyer, as the case may be, be amended and restated in its entirety as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent agrees that the right to indemnification pursuant to this Article XII shall constitute a credit towards Parent’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Shareholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Deposit. Escrow Agent Excluded Obligations the maximum aggregate liability of any Shareholder individually shall deliver the Deposit, at the election be limited to such Shareholder’s Pro Rata Portion of the party entitled to receive Escrow Deposit and the same, by maximum aggregate liability of the Shareholders collectively for the Excluded Obligations (iother than the Section 3.12 Indemnifiable Matters) a good, unendorsed certified check of Escrow Agent payable shall be limited to the order Cash Consideration (and for the Employee Shareholders also the value of the Restricted Equity Consideration) and of any Shareholder individually for the Excluded Obligations (other than the Section 3.12 Indemnifiable Matters) shall be limited to such partyShareholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Cash Consideration which such Shareholder is entitled (and for an Employee Shareholder the value of his share of the Restricted Equity Consideration). The maximum aggregate liability of the Stockholders for the Section 3.12 Indemnifiable Matters shall be limited as follows: (a) for Section 3.12 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the twelve (12) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Five Million Dollars ($5,000,000), (iib) an unendorsed official bank for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twelve (12) month anniversary of the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Four Million Dollars ($4,000,000), (c) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the eighteen (18) month anniversary of the Closing Date and continuing until the twenty-four (24) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Three Million Dollars ($3,000,000), (d) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twenty-four (24) month anniversary of the Closing Date and continuing until the thirty (30) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $Two Million Dollars ($2,000,000), and (e) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the thirty (30) month anniversary of the Closing Date and continuing until the thirty six (36) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of One Million Dollars ($1,000,000). For the purposes of this Agreement, “Pro Rata Portion” of a Shareholder as to any Losses or cashier's check payable as 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 Deposit shall send a copy of such demand be equal to the other partypercentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 2.3. Within ten (10) days after the date For purposes of receiving same, but not thereafterArticle XII, the other party may object Restricted Equity Consideration shall be valued (irrespective of vesting) based on the Closing Market Price, and as to delivery of shares not yet vested pursuant to Section 7.8 the Deposit Employee Shareholders’ liability with respect thereto shall be limited to the party making forfeiting such demand by giving a notice of objection (a "unvested shares.

Escrow. At or prior to the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the Purchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) with the Escrow Agent shall hold to be held and disbursed by the Deposit Escrow Agent in a segregated escrow and shall dispose of the Deposit only account (“Escrow Account”) in accordance with the following provisions: a. 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 to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to any indemnification claim after the first (1st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is 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 deliver disburse any remaining Escrowed Property remaining in the Deposit Escrow Account to Seller or Buyer, as the case may be, as follows: (i) Exchange Agent for distribution to Seller, upon completion the Company Holders that have met the requirements for payment of the Closing Merger Consideration in accordance with Section 2.9 (which shall constitute a credit towards or, to the Purchase Priceextent required by Section 2.9(h); or (ii) , to Sellerthe 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 Seller’s demand 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 which Seller certifies either that (A) Buyer has defaulted under this Agreementthe Escrow Account, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled the Company Holders shall have the right to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and vote with respect to the Deposit. Escrow Agent shall deliver Shares, with each Company Holder having the Deposit, at the election of the party entitled right to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order vote its Pro Rata Share of such partyEscrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, (ii) except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of 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 indemnification claim on behalf of a written demand from Seller or Buyer under Section 16, Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Agreement.

Escrow. At or prior to the 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 shall hold the Deposit in escrow and shall dispose a number of shares of the Deposit only 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 following provisions: a. terms of Section 1.15 and the Escrow Agent Agreement. The Escrow Property shall deliver be allocated among and transferred to the Deposit to Seller or Buyer, Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the case may be, as follows: (i) to Seller, upon completion sole source of payment for the obligations of the Closing (which shall constitute a credit towards Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent Account shall be relieved of all liability hereunder and with respect treated by the Parties as an adjustment to the Deposit. Escrow Agent shall deliver number of shares of Stockholder Merger Consideration received by the Deposit, at the election of the party entitled Company Stockholders pursuant to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Article I.

Escrow. Escrow Agent On the Closing Date, Purchaser shall hold deposit Two Hundred Fifty Thousand Dollars ($250,000) (the Deposit in escrow “Escrowed Cash”) and REG shall dispose deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the Deposit only common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the following provisions: a. terms of an Escrow Agent Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall deliver be used for the Deposit purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to Seller or Buyer, as the case may be, as follows: (iextent set forth in Article VII and the Escrow Agreement) shall be disbursed to Seller, upon completion the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing (which Date. Purchaser and the Company shall constitute bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a credit towards Member’s percentage of the Purchase Price); or (ii) Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to Seller, after receipt the terms of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) the Escrow Agreement and this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled applicable to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodMember. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold (a) The Restricted Shareholder hereby authorizes and directs the Deposit in escrow and shall dispose Secretary of the Deposit only 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 accordance the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion Secretary of the Closing (which Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall constitute be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a credit towards further condition to the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or (B) this Agreement has been otherwise terminated or cancelledcertificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and Seller is thereby entitled the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to receive the Deposit; but Escrow Agent other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand be liable for any act it may do or omit to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and do with respect to holding the Deposit. Escrow Agent shall deliver Restricted Shares in escrow and while acting in good faith and in the Deposit, at the election exercise of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyits judgment. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold To insure the Deposit availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in escrow and shall dispose the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Deposit only in accordance with Company, or any other person designated by the following provisions: a. Escrow Agent shall deliver Company, as escrow agent, as the Deposit Participant’s attorney-in- fact to Seller sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or Buyerthe Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Nonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, as follows: (i) to Seller, upon completion and receipt of the Closing Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (which as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall constitute a credit towards be held by the Purchase Price); or (ii) Secretary or other designee in escrow, pursuant to Sellerthe Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, after receipt of Seller’s demand until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in which Seller certifies either that (A) Buyer has defaulted under this the Unvested Stock Repurchase Agreement, or (B) exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms and conditions of this Agreement has been otherwise terminated Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or cancelledany other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent escrow agent shall be relieved discharged of all liability further obligations hereunder and with respect to those Shares; provided, however, that the Deposit. Escrow Agent escrow agent shall deliver nevertheless retain such certificate or certificates as the Deposit, at the election of the party entitled escrow agent may be required pursuant to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable other restrictions imposed pursuant to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partythis Agreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Concurrently with the execution and delivery of this Agreement, the Company shall deliver or cause its transfer agent to deliver to UBS Financial Services, Inc. as Escrow Agent, the Purchased Securities together with duly executed blank stock powers. The Purchased Securities shall be held by the Escrow Agent shall hold under an Escrow Agreement, in substantially the Deposit in escrow form annexed hereto as Exhibit D, entered into between the Company, the Purchaser and shall dispose the Escrow Agent on this date. All of the Deposit only Purchased Securities shall be released to the Purchaser if the Company's independent auditors have reviewed and/or audited the Company's financial statements which reflect the recognition of an amount of revenues equal to at least fifty percent (50%) of the Purchase Price which have been derived from the Listed Contracts. In the event that an amount equal to less that 50% of the Purchase Price, however, greater than 25% of the Purchase Price is recorded by the Company on its financial statements as having been derived from the Listed Contracts, then the Purchased Securities shall be released from escrow on a pro rata basis in accordance the same percentage as the fraction of the Purchase Price earned (e.g., 25%) divided by 50%. Any and each such pro rata release from escrow of a portion of the Purchased Securities shall take place as soon as practicable following the filing with the following provisions: a. Escrow Agent shall deliver Securities and Exchange Commission of the Deposit to Seller Company's periodic report for the quarterly or Buyerannual period, as the case may be, as follows: (i) to Seller, upon completion for each period during which the date on which the milestone for such pro rata release was achieved. Notwithstanding the escrow of the Closing (which Purchased Securities, the Purchaser shall constitute a credit towards be entitled to vote the Purchase Price); or (ii) Purchased Securities to Sellerthe same extent as if the Purchaser retained physical possession of the Purchased Securities. The terms and conditions of the Escrow Agreement are incorporated by reference herein, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under and should there be any conflict between this Agreement and the Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent latter 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 periodcontrol. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent and Buyer agree that the right to indemnification pursuant to this Article XI shall constitute a credit towards Parent’s and Buyer’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Company and Stockholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Deposit. Escrow Agent shall deliver Excluded Obligations, Section 2.11 Indemnifiable Matters or as otherwise provided in Section 6.11, the Deposit, at the election maximum aggregate liability of the party entitled to receive Company and the same, by (i) a good, unendorsed certified check of Escrow Agent payable Stockholders collectively shall be limited to the order Escrow Deposit and of any Stockholder individually shall be limited to such partyStockholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum aggregate liability of the Company and the Stockholders collectively for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to the Purchase Price and of any Stockholder individually for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to such Stockholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled. The maximum aggregate liability of the Stockholders for the Section 2.11 Indemnifiable Matters shall be limited as follows: (a) for Section 2.11 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the one (1) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $6,500,000, (iib) an unendorsed official bank for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the one (1) year anniversary of the Closing Date and continuing until the two (2) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $4,550,000, (c) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the two (2) year anniversary of the Closing Date and continuing until the three (3) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $2,600,000, and (iv) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the three (3) year anniversary of the Closing Date and continuing until the four (4) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $1,300,000. For the purposes of this Agreement, “Pro Rata Portion” of a Stockholder as to any Losses or cashier's check payable as 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 Deposit shall send a copy of such demand be equal to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 1.5. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow as set forth in the Escrow Agreement. Notwithstanding anything to the party making such demand by giving a notice contrary above, all Losses with respect to any Section 2.11 Indemnifiable Matters shall be included for purposes of objection (a "determining whether the maximum liability limits set forth above have been reached.

Escrow. At the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Agent shall hold Account”) established pursuant to the Deposit Escrow Agreement, with such Escrowed Consideration to be held in escrow the Escrow Account as a source of funds for any amounts owing to any PEGC I Indemnitees under (and shall dispose subject to the limitations in) Article X and Section 8.01(a). (a) On the first (1st) anniversary of the Deposit only in accordance with Closing Date (the following provisions: a. “Termination Date”), the Escrow Agent shall deliver to PELP (for the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion benefit of the Closing (which shall constitute a credit towards Contributors) all OP Units then held by the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten in the Escrow Account in excess of the Statute of Limitations Escrow Amount and (10b) on the date that is thirty (30) 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 expiration of the Depositapplicable 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”), Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver to PELP (for the Deposit, at the election benefit of the party entitled to receive Contributors) all OP Units then held by the same, by (i) a good, unendorsed certified check of Escrow Agent payable in the Escrow Account; provided, however, that if prior to the order 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 partydate (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) (iithe “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) an unendorsed official bank or cashier's check payable upon the Termination Date shall be equal to the order 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 party, or excess number of OP Units to PELP (iiifor the benefit of the Contributors) 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, and the Escrow Agent shall send a copy of such demand deliver to PELP (for the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery benefit of the Deposit to the party making Contributors) such demand by giving a notice excess number of objection (a "OP Units.

Escrow. As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the certificates for Shares shall be held in escrow by Union Bank of California N.A. (the “Escrow Agent”) until the earlier of (a) the date on which none of the Shares remain subject to the Repurchase Right and (b) the date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “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 there occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, then Seller shall be entitled, by notice given to the Escrow Agent shall hold and Buyer, to cause the Deposit Escrow Agent to release to Seller a number of shares 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 escrow Control (the “Post IPO Release Right”). Further, the Seller agrees to deliver and shall dispose deposit with the Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the Deposit only form attached hereto as Exhibit C, together with the certificate or certificates evidencing the Shares. The foregoing documents are to be held by the Escrow Agent and delivered by the Escrow Agent in accordance with the following provisions: a. Escrow Agreement in the form attached hereto as Exhibit D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the 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 deliver release from escrow and cancel a certificate for the Deposit to Seller number of Shares (or Buyer, as substituted securities described in Section 3.5) so repurchased or acquired and (y) the case may be, as follows: Escrow Agent shall release from escrow and (i) return to Seller, upon completion Buyer any cash distributions made in respect of the Closing (which shall constitute a credit towards the Purchase Price); or such Shares and (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to SellerSeller of any of the Shares held by the Escrow Agent, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of also release from escrow to 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 all substituted or additional securities and/or other property in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyShares described in Section 3.5 below. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: Within thirty (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (1030) days after the date of receiving same, but not thereafterClosing Date, the other Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Buyer Representative (the "Escrow Agent"), shall execute and deliver an Escrow Agreement, in form and substance reasonably satisfactory to the Company and the Buyer Representative (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which any proceeds (the "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party may object pursuant to delivery 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 Deposit 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 the Buyer Representative shall deliver to the party making Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as defined below) (i) the Company shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At such demand time as any Buyer elects an Escrow Funds Redemption (as defined in the Notes), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms of the Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the Notes then held by giving a notice each of objection the Buyers). The Company shall maintain the Escrow Account for so long as any Notes remain outstanding. At such time as no Notes remain outstanding, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the Escrow Amount then on deposit in the Escrow Account (a the "Escrow Termination Date").

Escrow. Escrow Agent shall hold Upon the Deposit in escrow and shall dispose issuance of the Deposit only Non-Escrow Shares in accordance with Section 1.4, the following provisions: a. Purchaser shall withhold the Initial Escrow Shares and deliver such shares of Purchaser Common Stock to Wilmington Trust N.A., as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Indemnified Parties under Article X. The Escrow Shares shall deliver be held pursuant to the Deposit provisions of an escrow agreement substantially in the form of Exhibit C hereto (the “Escrow Agreement”). The Escrow Shares will be held by the Escrow Agent until the date that is 12 months after the Closing Date (the “Escrow Period”); provided, however, that in the event the Purchaser has made a claim under Article X prior to Seller or Buyerthe end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the case may bequotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, as follows: 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 be deemed to have consented to and approved (i) to Seller, upon completion the use of the Closing (which shall constitute a credit towards Escrow Shares as collateral to secure the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery rights of the Deposit, Purchaser pursuant to Section 1.3(a) in the manner set forth herein and in the Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such partyAgreement, (ii) an unendorsed official bank or cashier's check payable the use of the Escrow Shares as collateral to secure the order rights of such partythe Indemnified Parties under Article X in the manner set forth herein and in the Escrow Agreement, or and (iii) a bank wire transfer the appointment of immediately available funds to an account designated by such party. c. Upon receipt the Stockholders’ Representative as the representative under the Escrow Agreement of a written demand from Seller or Buyer the Stockholders under Section 16, Escrow Agent shall send a copy this Agreement and as the attorney-in-fact and agent for and on behalf of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Stockholder.

Escrow. (a) At the Closing, Buyer will deposit the Escrow Amount, without any act of Seller, with the Escrow Agent, such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, the Escrow Cash shall be invested by the Escrow Agent shall hold the Deposit in escrow a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and shall dispose income (including dividends and other distributions in respect of the Deposit only Escrow Shares) that accrue on the Escrow Amount during the period of time during which the Escrow Amount is held in the Escrow Fund shall be deemed to be part of the Escrow Fund; provided, however, that Buyer shall be required to report and pay the Taxes due on such interest, earnings and income, unless, and until, the Escrow 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 provisions: a. requirements, the Escrow Fund shall remain in existence through and until that date that is 365 days following the Closing Date (the “Escrow Period”). Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all Escrow Cash and/or Escrow Shares remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount of Escrow Cash and Escrow Shares equal, in the aggregate, to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 9.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of Buyer and the Indemnifying Parties or the written decision of the arbitrators as described below), and within two (2) business days thereafter, the Escrow Agent shall deliver the Deposit 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 Buyersustained 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 follows: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). (if) to SellerJudgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, upon completion Texas, under the rules then in effect of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt American Arbitration Association. The payment of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, all fees and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery expenses of the Depositparties to any such arbitration, Escrow Agent as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be relieved of all liability hereunder and payable in accordance with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partySection 11.10. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. On or prior to the Closing, the Equityholder Representative, the Buyer and the Escrow Agent shall hold enter into the Deposit in escrow and shall dispose Escrow Agreement. Promptly following the twelve (12) month anniversary of the Deposit only Closing Date (the “Survival Date”), the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent to deliver (a)(i) the portion of each former Stockholder’s Fully Diluted Percentage of the sum of the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification pursuant to Section 8.2 if such claim(s) were resolved in full in favor of the Buyer Indemnified Persons (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) (such sum, the “Distributable Amount”), attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the portion of each former holder’s Fully Diluted Percentage of the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no such notice is delivered to the Escrow Agent within five (5) Business Days after the Survival Date, the Escrow Agent shall automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in accordance with the preceding sentence. Promptly following provisions: a. the time that any such pending and unsatisfied or unresolved claims have been finally resolved, the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent shall to deliver (x) the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion portion of each former Stockholder’s Fully Diluted Percentage of the Closing revised Distributable Amount attributable to Shares (which shall constitute a credit towards as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (y) the Purchase Price); or (ii) to Seller, after receipt portion of Sellereach former holder’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery Fully Diluted Percentage of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect revised Distributable Amount attributable to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled In-the-Money Options or RSUs (as opposed to receive the same, by (iShares) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "previously held by

Escrow. (a) On the Closing Date, the Acquiror shall deposit the Escrow Amount with the Escrow Agent shall hold to be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions:terms of this Section 2.19, Article VII hereof and the Indemnity Escrow Agreement in order to satisfy claims pursuant to Article VII hereof. a. (b) On the Closing Date, the Acquiror shall deposit the Working Capital Escrow Amount with the Escrow Agent shall deliver to be held and disbursed by the Deposit Escrow Agent in accordance with the terms of this Section 2.19, Section 2.12(b) and the Working Capital Escrow Agreement in order to Seller or Buyer, as settle payment of the case may be, as follows:Adjustment Amount pursuant to Section 2.12(b). (ic) to Seller, upon completion Each Securityholder’s portion of the Escrow Amount and the Working Capital Escrow Amount at the time of the Closing (which shall constitute a credit towards be equal to the Purchase Price); or (ii) Securityholder’s Pro-Rata Portion at the time of the Closing and shall be set forth in the Closing Payment Certificate. If following the Closing further distributions of consideration are made to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted the Securityholders under this AgreementAgreement which would have the effect of changing any Securityholder’s Pro-Rata Portion, or (B) this Agreement has been otherwise terminated or cancelled, Acquiror shall withhold an appropriate portion of a distribution going to a Securityholder whose Securityholder’s Pro-Rata Portion increased with such distribution and Seller is thereby entitled to receive shall deposit such amount as additional Escrow Amount and simultaneously shall authorize the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery release an appropriate portion of the Deposit, existing Escrow Agent Amount to those Securityholders whose Securityholder’s Pro-Rata Portion decreased with such distribution. Acquiror and the Securityholder Representative shall be relieved of all liability hereunder work together in good faith to make and with respect agree upon the required calculations to effectuate the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyforegoing. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. By virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) hereof, at the Closing, Buyer will keep and retain the Escrow Agent shall hold the Deposit in escrow and shall dispose Shares without any act of the Deposit only in accordance with Seller. The Escrow Shares shall be available to compensate the following provisions: a. Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Agent Shares shall deliver be the Deposit sole source of indemnification from the Seller pursuant to Seller or Buyerthis 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 the case may be, as follows: (i) to Seller, upon completion a result of the Closing inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (which a “Authorization Claim”) shall constitute a credit towards 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); or (ii) . To the extent that Buyer chooses to Sellersatisfy such Authorization Claim in Escrow Shares, after receipt the amount in cash of Seller’s demand in which Seller certifies either 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 (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order Shares before requiring satisfaction 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 partyclaims in cash. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. 9.1 On the 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 an Agreed Claim, pursuant to clause 10.7 or pursuant to clause 19.2, the Escrow Fund shall be used to satisfy the liabilities of the Vendors. 9.3 The Escrow Fund shall continue to be held by the Escrow Agent until its termination which shall happen upon the latest to occur of the following: 9.3.1 one year after the Completion Date; 9.3.2 the date of the exhaustion of the Escrow Fund as a consequence of transfers to the Purchaser as a result of Agreed Claims; and 9.3.3 where the Purchaser has made a Notified Claim during the period one year after the Completion Date, the date when there is a final determination of whether such claim becomes an Agreed Claim and such claims (to the extent that they, in fact, become Agreed Claims) have been fully satisfied out of the Escrow Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to the release of some of the Escrow Shares and cash in Pounds Sterling, if any, after the expiry of the date one year after the Completion Date if, in the Purchaser's reasonable opinion, the remaining Escrow Shares or cash held after such release are reasonably adequate to cover potential liabilities in relation to claims formerly notified. Any such Escrow Shares or cash released shall be dealt with pursuant to clause 9.5 as if they had been released upon a termination of the Escrow Fund. 9.5 Upon the Escrow Fund terminating, the Escrow Agent shall hold deliver to the Deposit Vendors all Escrow Shares and other property remaining in escrow the Escrow Fund. Deliveries of Escrow Shares to Vendors pursuant to this clause 9.5 and the Escrow Agreement shall dispose 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 the Deposit only notification, if possible, failing which by arbitration in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion rules of the Closing (which shall constitute a credit towards London Court of International Arbitration, with the Purchase Price); or (ii) to Sellerseat of arbitration in London, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodEngland. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Agent Shares”) shall hold the Deposit be deposited in escrow and (the “Escrow Account”), which shall dispose be allocated among the Stockholders in the same proportion as their proportionate share of the Deposit only total Company Common Shares immediately prior to the Effective Time, all in accordance with the following provisions: a. terms and 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 (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Deposit Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to Seller or Buyeran Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand initially deposited in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but escrow. Any Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and Shares held with respect to the Depositany unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. Escrow Agent shall deliver the Deposit, at the election “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the party entitled to receive representations and warranties set forth in Section 2.17 and (z) the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partymatters referred in Schedule 2.17. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) Within forty-five (45) days after the Effective Time (the "INITIAL PAYMENT DATE"), Parent shall prepare the Closing Balance Sheet and determine the amount of Excess Cash. Parent shall provide to SellerMTI, upon completion and any independent auditors retained by MTI, reasonable access during Parent's business hours to those books and records in the possession of Parent and any personnel which relate to the preparation of the Closing (which shall constitute a credit towards Net Distributable Amount and to the Purchase Price); orworkpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledAny Excess Cash available, and Seller is thereby entitled any Net Proceeds realized, prior to receive the Deposit; but Escrow Release Date (together with interest thereon, the "ESCROW FUNDS") shall be deposited by Parent in a segregated, interest bearing account in the Company's name ("ESCROW ACCOUNT"). Prior to the Escrow Release Date, Parent shall use Escrow Funds to satisfy any Escrow Liabilities arising prior to the Escrow Release Date. On the Escrow Release Date, an amount equal to the Escrow Funds, less the amount of any Escrow Liabilities remaining outstanding on that date ("NET DISTRIBUTABLE AMOUNT"), which amount shall be approved by a committee of directors of Parent who were not directors or officers of Parent immediately prior to the Effective Time (the "SPECIAL COMMITTEE"), shall be distributed as a Payment to the Payment Agent for the benefit of the Parent Closing Date Shareholders. Prior to such Payment, Parent shall not honor Sellerprovide MTI (or such other persons as MTI designates to represent the interests of the Parent Closing Date Shareholders) (the "SHAREHOLDER REPRESENTATIVE") the calculation of the proposed Payment as calculated under the preceding sentence. Parent shall provide to MTI, and any independent auditors retained by MTI, reasonable access during Parent's demand until more than business hours to those books and 19 records in the possession of Parent and any personnel which relate to the preparation of the Net Distributable Amount and to the workpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. Absent objection within ten (10) business days after to such Payment, such Payment shall be made in the Distributable Amount and such Payment shall conclusively be deemed to have been made, and such Net Distributable Amount shall conclusively be deemed to have been calculated, in accordance with this Agreement. If the Shareholder Representative objects to the calculation of the Net Distributable Amount, the Shareholder Representative shall provide to the Parent a notice of such objection that sets forth in reasonable detail the specific errors or omissions in the calculation of the Net Distributable Amount ("OBJECTION NOTICE"); provided, however, that the amount of the Audited Closing Balance Sheet Non-Hosting GAAP Liabilities may not be a subject of such Objection Notice, as such number will already have been subject to audit in connection with the audit by PWC of the Closing Balance Sheet; provided, further that the proper calculation of any Post-Closing Non-Hosting GAAP Liabilities arising prior to the Escrow Release Date may be a proper subject of an Objection Notice. Following receipt of any Objection Notice, the Shareholder Representative and the Special Committee shall discuss in good faith the applicable objections set forth therein for a period of sixty (60) days thereafter and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the Shareholder Representative and the Special Committee reach such an agreement, such agreement shall be confirmed in writing and thereafter the Net Distributable Amount, as adjusted based on such agreement, shall be distributed to the Payment Agent has given for the benefit of the Parent Closing Date Shareholders, which payment shall thereafter be conclusively deemed to have been distributed in accordance with this Agreement. If the Shareholder Representative and the Special Committee are unable to reach a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection mutual agreement as stated above during the sixty (defined below) from Buyer within such ten (1060) day period; or period referred to therein, then PWC (iiior if PWC declines to so serve, another "Big 5" auditing firm) to Buyer(the "ACCOUNTING EXPERT"), after receipt of Buyer's demand acting as an expert and not as an arbitrator, shall resolve those matters still in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and dispute with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election calculation of the party entitled to receive Net Distributable Amount. The Accounting Expert's resolution of the samematters in dispute, by (i) a good, unendorsed certified check of Escrow Agent payable including any adjustments to the order of Net Distributable Amount made by the Accounting Expert, shall be final and binding on Parent, the Shareholder Representative and the Parent Closing Date Shareholders and the Net Distributable Amount (as adjusted by such party, (iiAccounting Expert) an unendorsed official bank or cashier's check payable shall be distributed to the order Payment Agent for the benefit of the Parent Closing Date Shareholders. The Accounting Expert shall make a determination as soon as practicable and in any event within sixty (60) days (or such partyother time as the Shareholder Representatives and the Special Committee shall agree in writing) after its engagement. Notwithstanding anything set forth in this section, the scope of any dispute to be resolved by the Accounting Expert, acting pursuant hereto shall be limited to correcting errors in the calculation of the Net Distributable Amount, including confirming the proper computation of Excess Cash or Net Proceeds, including that all reserves for Escrow Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been paid, discharged or satisfied in full (or deducted in determining the Net Distributable Amount), and confirming that all Post-Closing Non-Hosting GAAP Liabilities arising prior the Escrow Release Date have been paid, discharged or satisfied as of that date and, except for the foregoing matters, the Accounting Expert shall not and is not to make any further determination. Parent, the Special Committee and the Shareholder Representative shall fully cooperate with each other and with the Accounting Expert to resolve 20 any dispute. Notwithstanding any other provision of this Agreement, including without limitation any provision stating that remedies shall be cumulative and not exclusive, this section provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise with respect to the calculation of the Net Distributable Amount or the related Payment. As between the parties, Parent (acting for Parent, the Shareholder Representative, and Parent Closing Date Shareholders) and Company (acting for the Company, and all Company shareholders) hereby irrevocably waive, relinquish and surrender on their own behalf and on behalf of their respective affiliates and representatives all rights to, and agree that they will not attempt, and shall cause their affiliates and representatives not to attempt, to, resolve any such dispute or disputes in any manner other than as set forth in this section, including without limitation through litigation. All fees and expenses of Company and Parent relating to the matters described in this section, including the calculation of the Net Distributable Amount, shall be borne by Parent (and shall not constitute an Escrow Liability for purposes of calculating the Net Distributable Amount), and all fees and expenses of any former Company shareholder, Parent Closing Date Shareholder, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand the Shareholder Representative relating to the other partymatters described in this section shall be borne by the party incurring such fees. Within ten (10) days after Notwithstanding the date of receiving sameforegoing, but not thereafterin the event any dispute is submitted to the Accounting Expert for resolution as provided in this section hereof, the other party may object to delivery fees and expenses of the Deposit to Accounting Expert shall be borne by Parent and shall not constitute an Escrow Liability for purposes of calculating the party making such demand by giving a notice of objection (a "Net Distributable Amount.

Escrow. (a) On the date hereof, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("NET ESCROW AGENT") shall execute and deliver an escrow agreement ("NET ESCROW AGREEMENT") in the form of EXHIBIT 1.3A hereto pursuant to which Sellers shall, on the date hereof, deliver to the NET Escrow Agent the Purchased Shares. The Purchased Shares shall hold the Deposit be held in escrow and shall dispose until the Closing Date at which time they will be delivered to Buyer, pursuant to the terms of the Deposit only NET Escrow Agreement. (b) On the Closing Date, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("ESCROW AGENT") shall execute and deliver an escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3B hereto pursuant to which Buyer shall deliver to Escrow Agent the number of Transaction Shares determined in accordance with Section 1.2. The Escrow Shares shall be held in escrow until December 31, 1998 (subject to the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms of the Escrow Agreement). The Indemnification Shares shall be held for a period of twelve (12) months following the Closing (which shall constitute a credit towards the Purchase Price); or (ii) Date, unless disbursed earlier to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under for Claims pursuant to this Agreement. Other than for Claims of fraud, or (B) the Indemnification Shares or, in the event such shares are sold, the value thereof as determined in accordance with this Agreement has been otherwise terminated or cancelledSection 1.3(b), and Seller is thereby shall be Buyer's sole remedy for the payment of any Losses for which Buyer may be entitled to receive indemnification as and to the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy extent provided in Article VI hereof. The value of Seller Seller’s demand any Indemnification Shares paid to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) pursuant 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 terms of the Deposit, Escrow Agent Agreement shall be relieved determined by averaging the closing sales price of all liability hereunder the Parent Stock (or, in case no reported sales take place on such day, the average of the closing bid and with respect ask prices on such day) on the Nasdaq SmallCap Market for the five (5) consecutive trading days prior to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyClosing Date. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent shall hold and delivered by the Deposit in escrow and shall dispose Escrow Agent pursuant to the following instructions of the Deposit only Company and the Purchaser: (a) In the event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the following provisions:terms of such notice. a. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver the Deposit such property to Seller or Buyer, as the case may be, as follows:Purchaser and be discharged of all further obligations hereunder. (if) to Seller, upon completion The responsibilities of the Closing (which Escrow Agent hereunder shall constitute terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a credit towards successor Escrow Agent. In the Purchase Price); orabsence of such appointment, the President of the Company shall be the Escrow Agent. (iig) It is understood and agreed that should any dispute arise with respect to Sellerthe delivery, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementownership, or (B) this Agreement right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been otherwise terminated or cancelledperfected, and Seller is thereby entitled to receive but the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Deposit. Escrow Agent shall deliver becomes a party hereto only for the Deposit, at purpose of executing the election of the instructions set forth in this Section 7 and does not otherwise become a party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partythis Agreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent and Buyer agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute a credit towards Parent’s and Buyer’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Company and the Stockholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and 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 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 defined below) of the Escrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a “Pro Rata Portion” of a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage 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, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall be entitled to recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the same proportion as such Cash Escrow and Stock Escrow bears to the total Escrow Deposit. Escrow Agent Notwithstanding anything to the contrary contained herein, neither the Company nor the Stockholders shall deliver have any liability for indemnification pursuant to this Article XI until the Depositaggregate Losses are in excess of $25,000, at which point the election Company and the Stockholders shall be liable for the full amount of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of all Losses including 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 partyamount. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Deposit shall be held and disbursed by the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute a credit towards Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Shareholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Agent Deposit shall deliver be equal to the Depositpercentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the election Shareholders shall only be liable for the amount of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order Losses in excess 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 partyamount. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and an escrow agent mutually acceptable to the Company and the Purchaser, acting reasonably (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent shall hold the Deposit in escrow and shall dispose four percent (4%) of the Deposit only Merger Consideration Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the following provisions: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 Article I hereof. a. (b) The Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is eighteen (18) months after the Closing Date (the “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 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 remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VI. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the 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 deliver transfer any Escrow Property remaining in the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Account to the Deposit. Escrow Agent shall deliver Company Shareholders that have previously delivered the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable Transmittal Documents to the order Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share 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 partyEscrow Property. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At or prior to the Closing, Innovate, the Shareholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which Innovate shall deposit Preferred Stock Consideration in an amount comprising ten percent (10%) of the Merger Consideration otherwise deliverable to the Company Shareholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”); to be held and disbursed by the Escrow Agent shall hold in a segregated escrow account (the Deposit in escrow and shall dispose of the Deposit only “Escrow Account”) in accordance with the following provisions:terms hereof and of the Escrow Agreement. The Escrow Shares 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 Section 1 hereof. a. (b) The Escrow Shares shall no longer be subject to any indemnification claim after the date which is six (6) months after the Closing Date (the “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 time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by Innovate under Section 10) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Section 10. After the Expiration Date, any remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, if any, shall be disbursed by the Escrow Agent to the Company Shareholders, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall deliver disburse any remaining Escrow Shares remaining in the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Account to the Deposit. Escrow Exchange Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable for distribution to the order Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such partyEscrow Shares (and any dividends, (ii) an unendorsed official bank distributions 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 partyother income thereon). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) In order to satisfy and to establish a procedure for the satisfaction of claims by Buyer or its related Indemnified Parties for indemnification, Buyer, the Representative, and JPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”) shall enter into an agreement, attached hereto as Exhibit G (the “Escrow Agreement”), on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a fund to be 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 Escrow Amount shall be set forth on the Certified Capitalization Table, and the aggregate Purchase Price received by each such Stockholder shall be 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 hold the Deposit in escrow and shall dispose pay to each Stockholder its Pro Rata Portion of the Deposit only Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, minus (ii) the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Disbursement”); provided, however, that to the extent it is subsequently determined in accordance with Article VIII that the following provisions: a. Buyer is not entitled to retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the Buyer is not entitled to retain any other amounts subtracted pursuant to this Section, the Escrow Agent shall promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. 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 Deposit Stockholders, according to Seller or Buyertheir respective Pro Rata Portions, as the case may be, as follows: (i) to Seller, upon completion remaining portion of the Closing (which Escrow Fund not required to satisfy any remaining claims. Interests accrued on the principal shall constitute be paid and allocated entirely to Novacap. In the event of a credit towards conflict between the Purchase Price); or (ii) to Seller, after receipt provisions of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Article VIII and the provisions of the Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery provisions of the Deposit, Escrow Agent Agreement shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyprevail. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold (a) For purposes of securing the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted Sellers’ indemnification obligations under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive on the Deposit; but Closing Date the Buyer will deposit the Escrow Amount with the Escrow Agent shall not honor Seller's demand until more than ten to be held in accordance with this Section 9.10 and the Escrow Agreement. Upon the Buyer’s determination that any Buyer Indemnified Party has suffered any indemnifiable Loss, the Buyer will promptly deliver a notice of such claim to the Seller Representative and the Escrow Agent. Unless within thirty (1030) days after receipt of the such notice, the Buyer and the Escrow Agent has given receive a copy written objection from the Seller Representative disputing the claim, then, subject to the limitations set forth in this Article 9, the Buyer will be entitled to recover from escrow the amount set forth in the notice of the claim, and the Seller Seller’s demand Representative and the Buyer will issue a joint written instruction letter to Buyer, nor thereafter if the Escrow Agent received a Notice of Objection (defined below) to distribute such amount to the applicable Buyer Indemnified Person. In the event the Seller Representative timely objects in writing to the claim, the Escrow Agent will make no disbursements from escrow relating to such claim unless and until the Buyer within such ten (10) day period; orand the Seller Representative have resolved the claim by mutual agreement, arbitration or litigation. The Buyer and the Seller Representative agree to act in good faith to resolve any disputed claim. (iiib) No later than five (5) Business Days after the twelve-month anniversary of the Closing Date (the “Release Date”), the Buyer and the Seller Representative will deliver a joint written instruction letter to Buyerthe Escrow Agent instructing the Escrow Agent to pay and distribute to the Sellers any remaining portion of the Escrow Amount unless any outstanding claim for indemnification under Section 9.2 is still pending and unresolved, in which case an amount representing a reasonable quantification of the amount of indemnifiable Losses relating to any pending and unresolved claim for indemnification under Section 9.2 will be retained by the Escrow Agent (the “Retained Amount”), and the balance paid to the Sellers. Any Retained Amount will remain in the Escrow Account until released in satisfaction of an outstanding claim or paid to the Sellers pursuant to Section 9.10(c) below. (c) If, following the Release Date, after receipt final resolution and payment of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreementeach outstanding claim for indemnification, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Retained Amount with respect to the Deposit. Escrow Agent shall deliver the Depositsuch claim remains in escrow, at the election of the party entitled to receive the same, by no later than five (i5) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days Business Days after the date of receiving same, but not thereaftersuch final resolution and payment, the other party may object to delivery of the Deposit Escrow Agent will pay and distribute to the party making Sellers all of such demand remaining funds. (d) Any amounts due and payable to the Buyer Indemnified Parties from the Sellers in respect of an indemnification claim made by giving a notice of objection (a "the Buyer Indemnified Parties pursuant to this Article 9 can, in the event the amount then in remaining in escrow with the Escrow Agent is insufficient to satisfy such indemnification claim, be set off from any Earn-Out Payment due and payable to the Sellers from the Buyer.

Escrow. (a) Notwithstanding the provisions of Section 2.02, Purchaser shall deliver to the Escrow Agent a portion of the Closing Cash Payment otherwise deliverable to Sellers pursuant to Section 1.02(a) equal to the sum of Thirty Five Million Dollars ($35,000,000) (the “Escrow Amount”). Of the Escrow Amount, (i) Ten Million Dollars ($10,000,000) shall hold secure Sellers’ obligation for the Deposit Working Capital adjustment described in Section 2.04 (the “Working Capital Escrow Amount”), and (ii) Twenty Five Million Dollars ($25,000,000) shall secure the indemnification and other obligations of the Seller Parties set forth in this Agreement and the other Transaction Agreements (the “General Escrow Amount”). In addition, at the Closing, Purchaser shall deliver to the Escrow Agent, on behalf of Sellers, the Notes in the original issue amount, to be held in escrow and as provided below. (b) The Escrow Amount shall dispose of be held in escrow (the Deposit only “Escrow”) in accordance with the following provisions:terms of an escrow agreement, substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any amount remaining of the Working Capital Escrow Amount after settlement of the Working Capital adjustment pursuant to Section 2.04 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) upon such settlement as provided therein; and any amount remaining of the General Escrow Amount after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or on such later date as is necessary to resolve any disputes with respect to such amounts, except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), with the remaining amounts released as aforesaid. a. (c) The Notes delivered to the Escrow Agent as provided in Section 2.03(a) shall deliver be held in the Deposit Escrow and shall be available for set-off pursuant to Section 10.08(b). Sellers shall have the right to convert their Notes into Common Stock pursuant to the terms of the Notes, in which case all such Common Stock shall be delivered to and held in the Escrow, and further shall have the right to sell any of such Common Stock held in the Escrow, provided, that upon any such sale 50% of the proceeds of such sale shall be delivered to and held in Escrow in lieu of such Common Stock to the extent so converted and 50% of such proceeds shall be released to the applicable Seller; provided, that in no event will the proceeds of any such sale held in Escrow pursuant to the foregoing provision exceed $75 million in the aggregate. Any remaining amount of the Notes, Common Stock or cash after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or Buyeron such later date as is necessary to resolve any disputes with respect to such amounts, except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary (taking into consideration any cash amounts retained pursuant to paragraph (b) above) to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), with the remaining amounts released as aforesaid. For purposes of determining the case may benumber of shares of Common Stock required to satisfy a claim for indemnification, as follows: the value of the Common Stock into which all or any portion of the Notes are converted shall be deemed to be the higher of (i) to Seller, upon completion of the Closing (price at which shall constitute a credit towards the Purchase Price); or Notes were converted into such Common Stock and (ii) the market price for such Common Stock prevailing at the time the securities are released to SellerPurchaser in satisfaction of a claim; provided, after receipt that for purposes of Seller’s demand the $175 million limit provided in which Seller certifies either that (ASection 10.07(a) Buyer has defaulted under of this Agreement, or such value as so determined pursuant to the foregoing provisions will be credited against such $175 million if and to the extent that shares of Common Stock are so used to satisfy a claim for indemnification. (Bd) With due regard to the limitations on liability contained in Article 10, nothing in this Agreement has been otherwise terminated shall be construed as limiting any Seller Party’s liability for the Working Capital adjustment to the Working Capital Escrow Amount or cancelled, and Seller is thereby entitled for Purchaser Losses to receive the Deposit; but General 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 BuyerAmount and/or the Notes, nor thereafter if shall payments from the 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 Amount be considered as liquidated damages for any breach under this Agreement or any other Transaction Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold To insure the Deposit availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in escrow and shall dispose the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Deposit only in accordance with Company, or any other person designated by the following provisions: a. Escrow Agent shall deliver Company, as escrow agent, as the Deposit Participant’s attorney-in- fact to Seller sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or Buyerthe Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Incentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, as follows: (i) to Seller, upon completion and receipt of the Closing Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (which as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall constitute a credit towards be held by the Purchase Price); or (ii) Secretary or other designee in escrow, pursuant to Sellerthe Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, after receipt of Seller’s demand until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in which Seller certifies either that (A) Buyer has defaulted under this the Unvested Stock Repurchase Agreement, or (B) exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms and conditions of this Agreement has been otherwise terminated Agreement. Upon the expiration of the Repurchase Right, the Secretary of the Company, or cancelledany other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent escrow agent shall be relieved discharged of all liability further obligations hereunder and with respect to those Shares; provided, however, that the Deposit. Escrow Agent escrow agent shall deliver nevertheless retain such certificate or certificates as the Deposit, at the election of the party entitled escrow agent may be required pursuant to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable other restrictions imposed pursuant to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partythis Agreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The current balance of the Escrow Fund (as defined in Section 2.2), together with any subsequent contributions made or to be made by the Company, constitute the entire Escrow Fund to be held, administered and disposed of by the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions:terms of the Plans and as provided in this Escrow Agreement. The Escrow Fund (and any earnings thereon) shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan participants and will be subject to the claims of the Company’s general creditors as herein set forth. a. (b) Without limiting the generality of the foregoing, the Company shall make payments or contributions to the Escrow Agent equal in value to any additional amount which is determined at the end of each calendar year, or at more frequent times as may be determined by the Company, by an actuary or certified public accountant selected by the Company to be necessary or sufficient to provide for or otherwise assure the payment of benefits then accrued, payable, or to be payable under the Plans based on deferrals up to that point in time, which payment or contribution may be cash and/or property including life insurance policies (which shall then be included under the defined term “Life Insurance Policies” hereunder) and shall be made as promptly as practicable after the end of each calendar year or such other more frequent times as determined by the Company. (c) The Company may, at any time or from time to time, deposit into escrow additional monies to pay premiums on specific Life Insurance Policies designated by the Company and to pay interest on any policy loans which interest is incurred and payable during the first seven years of any such policy. Upon the occurrence of such deposit, the Escrow Fund shall be deemed enlarged so that the Escrow Fund will thereafter be maintained at a level to pay accrued benefits to the Participants under the Plans based on deferrals to that point in time and also to pay premiums on the designated policies and to pay interest on such policy loans. (d) If at any time or from time to time a certified public accountant or actuary selected by the Company determines that the then present value of the Escrow Fund (including, but not limited to, the cash surrender value of any Life Insurance Policies and any proceeds from Life Insurance Policies), using an annual discount rate equal to the Company’s then-current long term annual borrowing rate, is larger than necessary to pay benefits then accrued, payable, or to be payable under the Plans based on deferrals up to that point in time, and to pay policy premiums and make interest payments on policy loans if the Company shall have made a deposit under Section 2.1(c), then the Escrow Agent shall deliver forthwith transfer, deliver, and assign to the Deposit Company such funds or property (including, but not limited to, any proceeds from Life Insurance Policies or Life Insurance Policies themselves) as may be specified in a written instruction to Seller the Escrow Agent from the Company so that the Escrow Fund is not overfunded. Said written instruction shall be in the form of a letter signed by the Controller or BuyerAssistant Controller of the Company and shall be accompanied by an affidavit of the Controller or Assistant Controller, which shall state to the effect that, based on the opinion of the aforesaid actuary or certified public accountant selected by the Company, after the delivery of such funds or property to the Company, the Escrow Fund will not be underfunded or overfunded (i) for purposes of paying accrued benefits under the Plans (assuming that payment of such benefits were to commence as of the case date of the letter or within 10 days thereof) to Participants when such benefits become due and payable based on deferrals up to the end of the month prior to the date of said written instruction and (ii) for purposes of Section 2.1(c) if the Company shall have made a deposit under Section 2.1(c). Upon receipt of the foregoing written instruction, the Escrow Agent shall forthwith deliver, transfer, and assign to the Company the funds and/or property (including but not limited to any Life Insurance Policies together with all incidents of ownership relating thereto) specified in the written instruction. (e) Any actuary or certified public accountant that provides an opinion or advice in connection with this Escrow Agreement shall have discretion to use such assumptions as he or she deems reasonably appropriate in providing any opinions or advice. In addition, any such opinion or advice may bebe based upon reasonable estimates or may use estimated numbers or projections which are deemed reasonable. Notwithstanding the foregoing, any actuary or certified public accountant that provides an opinion or advice in connection with the funding requirements of this Escrow Agreement shall assume, for purposes of calculating EDCP benefits, that all participants in the EDCP (other than those who have already terminated and are receiving the rate described in the EDCP (the “Termination Rate”) will be entitled to their Retirement Account (as followssuch term is defined in the EDCP) balances as of the date of the calculation. Notwithstanding anything in this Escrow Agreement to the contrary, for the purpose of funding EDCP accounts, this Escrow Agreement shall be deemed sufficiently funded at any point in time if the Escrow Fund has sufficient assets at that time to pay the total amount of all EDCP account balances (the Retirement Rate balances) plus the Termination Rate balances of terminated employees who are receiving the Termination Rate; provided, however, that immediately prior to a Change in Control (as this term is defined in the EDCP), the Company shall calculate and increase the funding of the Escrow Fund, if necessary, so that the present value of all EDCP accounts will, prior to the Change in Control, be fully funded based on the following required assumptions: (i) All EDCP Participants will receive the applicable Retirement Rate for their EDCP accounts (except for those who have terminated employment and are receiving the Termination Rate in which case it will be assumed that they continue to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Pricereceive this rate); or. (ii) Distribution of Participants’ accounts (in addition to Seller, those already in distribution) will commence three years after receipt of Seller’s demand the Change in which Seller certifies either Control or age 55 if earlier based on the assumption Participants will terminate employment at that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; ortime. (iii) Distributions will occur according to Buyerthe payment schedules elected by Participants in their deferral participation agreements. (iv) The discount rate used at the time this funding is calculated to determine any increase in funding will be the Ten Year Treasury Note Rate on the business day before the funding amount is calculated minus 1%. The Ten Year Treasury Note Rate will be the rate shown in the Credit Markets Column of The Wall Street Journal under “Treasury 10+ yr” or if no longer so published, after receipt in another publication or report that provides this rate. The Company may rely on the opinion of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreementany actuary, a certified public accountant, or (B) an investment adviser in making this Agreement has been otherwise terminated calculation. If there is any disagreement concerning these calculations including the Ten Year Treasury Note Rate, a consultant as identified by the Company’s Chief Executive Officer will make the final decision. Nothing herein will prevent the Company from providing additional funding if the Company decides additional funding at any time is appropriate to fully fund the Escrow Fund and nothing herein will negate the requirement for funding DCP accounts of EDCP Participants at their account balances or cancelled, and Buyer is thereby entitled funding other obligations required to receive the Deposit; but be funded pursuant to this Escrow Agent Agreement. Any such accountant or actuary shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all have no liability hereunder and with respect to the Deposit. Company, the Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such partyAgent, or any Participant or beneficiary if such assumptions, projections, or estimates are subsequently held erroneous (iii) a bank wire transfer other than by reason of immediately available funds to an account designated by such partyfraud or intentional miscalculation). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At Closing, Radyne, the Principal Shareholders, the Shareholders’ Representative and Alliance Bank of Arizona (the “Escrow Agent Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”). The escrow agent will hold $2,000,000 (the Deposit “Escrow Amount”) in escrow and shall dispose of (the Deposit only in accordance with the following provisions: a. “Escrow Agent shall deliver the Deposit Fund”) as security to Seller cover potential losses or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (other claims for which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller Radyne is thereby entitled to receive indemnification or recovery pursuant to Article 8. Subject to any claims made by Radyne, the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall Amount will be relieved of all liability hereunder and with respect released to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within AeroAstro Shareholders within ten (10) days after the second anniversary of the Closing. (b) The parties hereto hereby acknowledge and agree that the Escrow Amount is intended to be treated as an installment obligation for purposes of Section 453 of the Code and, unless required by applicable law, no party shall take any action or filing position inconsistent with such characterization. The parties hereto further agree that, subject to any future Treasury Regulations or other changes in the law, pursuant to Proposed Treasury Regulation Section 1.468B-8, for tax reporting purposes, all items of income, deduction and credit relating to the Escrow Amount or any portion thereof in any tax year shall be reported as allocated to Radyne with respect to all periods on or prior to the date that the distribution of receiving samethe Escrow Amount (or portion thereof) is determined, but and with respect to all periods thereafter to Radyne and the AeroAstro Shareholders in accordance with their respective interests in the distribution in accordance with Proposed Treasury Regulation Section 1.468B-8. The Escrow Agreement shall provide for quarterly distributions from the Escrow Fund to Radyne of amounts sufficient to pay any taxes due on any income earned on the Escrow Fund. Any income earned on the Escrow Fund, to the extent that such income exceeds the quarterly tax distributions, shall be added to and become part of the Escrow Fund. Any portion of the Escrow Amount paid to the AeroAstro Shareholders shall be included as a payment of the purchase consideration for tax purposes (to the extent not thereaftertreated as imputed interest). (c) In this Agreement, the other party may object to delivery of term “Per Share Escrow Amount” shall be the Deposit to Escrow Amount divided by the party making such demand by giving a notice of objection (a "Fully Diluted Shares.

Escrow. (a) On or prior to the 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 terms 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 Escrow Amount shall be held in escrow until receipt by the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided in the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall hold the Deposit be held in escrow and shall dispose until the date that is twelve (12) months after the Closing Date. (e) Notwithstanding any provisions of this Agreement to the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyercontrary, as the case may be, as follows: (i) to Seller, upon completion the Parent shall be treated for income Tax purposes as the beneficial owner of the Closing (which shall constitute a credit towards Escrow Amount and all earnings thereon until such time as any such funds are distributed pursuant to the Purchase Price); or Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of (a) the purchase price adjustments, if any, pursuant to Seller, after receipt of Seller’s demand in which Seller certifies either that Section 1.12 and (Ab) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery indemnity obligations of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Participating Holders pursuant to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyARTICLE IX. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent As of the Closing, Buyer shall hold the Deposit deposit in escrow and shall dispose cash in the amount of $[**] (the “Escrow Amount”), to be held to fund in part the indemnification obligations of the Deposit only Stockholders and Optionholders under ARTICLE VIII of this Agreement; provided that, in accordance the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the Representative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with ▇▇▇▇▇ Fargo Bank, National Association (the following provisions: a. “Escrow Agent shall deliver Agent”) to govern the Deposit to Seller or Buyerterms and conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, as [**] of the case may beEscrow Amount, as follows: less (i) to Sellerthe amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or and (ii) any amounts paid to SellerBuyer from the Escrow Amount prior to such date, after receipt shall be released to the Representative (on behalf of Seller’s demand the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the remaining Escrow Amount, including any interest earned thereon from the Closing Date, less (x) the amount of any claims made by Buyer in which Seller certifies either good faith against the Escrow Amount that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledare pending as of such date, and Seller is thereby entitled (y) and amounts paid to receive Buyer from the Deposit; but Escrow Agent Amount prior to such date, shall not honor Seller's demand until more than ten be released to the Representative (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 on behalf of the Deposit, Escrow Agent shall be relieved of all liability hereunder Stockholders and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (iOptionholders) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after on the date of receiving same, but not thereafter, which is [**] following the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Closing Date.

Escrow. Escrow Agent shall hold (a) The Restricted Stockholder hereby authorizes and directs the Deposit in escrow and shall dispose Secretary of the Deposit only 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 accordance the event of repurchase of such shares by the Company or the Employer pursuant to Section 2.1 or forfeiture of such shares pursuant to Section 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion Secretary of the Closing (which Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall constitute be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. As a credit towards further condition to the Purchase Price); or (ii) to Seller, after receipt of SellerCompany’s demand in which Seller certifies either that (A) Buyer has defaulted and the Employer’s obligations under this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon the lapse of the Restrictions on the Restricted Stock, the escrow agent shall promptly deliver to the Restricted Stockholder the certificate or (B) this Agreement has been otherwise terminated or cancelledcertificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and Seller is thereby entitled the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to receive the Deposit; but Escrow Agent other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand be liable for any act it may do or omit to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and do with respect to holding the Deposit. Escrow Agent shall deliver Restricted Stock in escrow and while acting in good faith and in the Deposit, at the election exercise of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyits judgment. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As security for Cardo’s indemnification obligations hereunder, Parent shall deposit with the Escrow Agent shall hold the Deposit in escrow and shall dispose ten percent (10%) of the Deposit only shares of Parent Common Stock issued in connection with the Merger pursuant to Article III to each Historical Cardo Member (the “Cardo Escrowed Securities”) pursuant to the terms of the Escrow Agreement and this Article IX. The Cardo Escrowed Securities shall be released in accordance with the following provisions: a. terms of the Escrow Agent Agreement on the date that is one (1) year after the Closing Date (such period, the “Escrow Period”), except with respect to a number of such Cardo Escrowed Securities as reasonably determined by the board of directors of Parent to be necessary to satisfy any unresolved claim made pursuant to this Article IX in writing prior to such release date, which securities shall deliver be held pursuant to the Deposit terms of the Escrow Agreement until such claim is fully and finally resolved. Parent shall be entitled to Seller or Buyerrecover the Damages for which Cardo is obligated to provide indemnification hereunder against the Cardo Escrowed Securities on a pro rata basis based on the number of such securities issued to each holder thereof and held in such escrow, and the aggregate number of Cardo Escrowed Securities subject to such recovery shall be determined by dividing the amount of such indemnifiable Damages, as fully and finally determined to be due by the case may bemutual agreement of the board of directors of Parent and the Members’ Representatives or by a court of competent jurisdiction, as follows: applicable, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten (10)-day period ending on the day prior to such determination. Delivery of Cardo Escrowed Securities from the escrow account to the Historical Cardo Members shall be made pro rata based on the number of shares of Parent Common Stock deposited in such escrow account in respect of each Historical Cardo Member. Any provisions of this Agreement to the contrary notwithstanding, the Parent Indemnified Parties’ sole remedy for indemnification claims hereunder shall be to recover against the Cardo Escrowed Securities; provided, however, (i) to Sellerthe foregoing shall not apply in the case of a Parent Indemnified Party seeking specific performance or injunctive or other equitable relief, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or and (ii) no Parent Indemnified Party shall be deemed to Sellerhave waived any rights, after receipt claims, causes of Seller’s demand in which Seller certifies either that action or remedies if and to the extent (A) Buyer has defaulted such rights, claims, causes of action or remedies may not be waived under this Agreementapplicable Laws, or (B) this Agreement has been otherwise terminated or cancelled, and Seller fraud is thereby entitled to receive proven on the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 part of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other Parent Indemnified Party by an indemnifying party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "hereto.

Escrow. The Escrowed Shares, when initially issued, shall be issued to the Escrow Agent as nominee of the LMI Stockholders, such shares to be deposited in an escrow account. The Escrowed Shares shall be allocated against the number of shares of Ebiz Common Stock to which each LMI Stockholder is entitled on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. The Escrowed Shares shall be held by the Escrow Agent in escrow, and shall be transferred or released by the Escrow Agent only as follows. If no Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If a Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall hold the Deposit in escrow and shall dispose Escrowed Shares until the first to occur of the Deposit only issuance of a Final Decision or the waiver and release by Ebiz of the Indemnification Claims to which the Notice of Claim relates. If the Final Decision results in Ebiz being entitled to no payment pursuant to this Article 10 or if Ebiz waives and releases its Indemnification Claims, then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the following provisions: a. relative Applicable Stock Percentage of each LMI Stockholder. If, however, pursuant to the Final Decision it is determined that Ebiz is entitled pursuant to this Article 10 to receive payment with respect to its Indemnification Claims, then the Escrow Agent shall deliver transfer to Ebiz on the Deposit Due Date such number of Escrowed Shares as have an aggregate Ebiz Share Value equal to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion amount of such payment and shall transfer all of the Closing (which shall constitute remaining Escrowed Shares to the LMI Stockholders on a credit towards pro rata basis in accordance with the Purchase Price); or (ii) to Sellerrelative Applicable Stock Percentage of each LMI Stockholder. Any LMI Stockholder may, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten be required, to redeem any Escrowed Shares allocable to him that are required to be transferred to Ebiz pursuant to this subsection (10f) days after by paying to the Escrow Agent has given a copy Agent, prior to the transfer thereof to Ebiz, the Ebiz Share Value 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 Escrowed Shares. Any Escrowed Shares that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent are so redeemed shall be relieved of all liability hereunder and with respect transferred to the Deposit. Escrow Agent redeeming LMI Stockholder and the cash paid to redeem such Escrowed Shares shall deliver the Depositbe paid, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order in lieu of such partyshares, (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 partyEbiz. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The parties to the Escrow Agreement shall instruct the Escrow Agent, pursuant to the terms of the Escrow Agreement, to promptly pay any amounts due and owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the 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 Option Holders or the SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent shall hold to release to the Deposit in escrow ESOP and shall dispose of to the Deposit only Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an amount equal to the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyeraggregate amount, as the case may beif any, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and Losses with respect to the Deposit. Escrow Agent shall deliver the Depositwhich Purchaser Indemnitees have properly asserted, at the election of the party entitled prior to receive the samesuch time in accordance with this Article X, by (i) a good, unendorsed certified check of Escrow Agent payable right to indemnification to the order of extent such partyclaims for indemnification remain pending and unresolved at such time. Thereafter, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days as soon as reasonably practicable after the date resolution of receiving sameeach such outstanding indemnification claim, if any, but not in no event later than five (5) Business Days thereafter, the other party may object ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to delivery Purchaser Indemnitees of the Deposit applicable portion of the Escrow Funds, if any, pursuant to this Article X in connection with such resolution, to release to the party making 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 Percentages, all remaining Escrow Funds in excess of the remaining aggregate amount of Losses with respect to such demand by giving a notice of objection (a "unresolved indemnification claims.

Escrow. At the Effective Time, the Escrow Amount shall be delivered or caused to be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially the form attached as Exhibit D hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall hold be entered into prior to the Deposit Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall dispose 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 Deposit only 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 holders of Company Stock and, in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to SellerPrincipal Stockholders, after receipt their execution and delivery of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) shall constitute approval by such holders, as to the specific terms of the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement has been otherwise terminated or cancelledrelating thereto, and Seller is thereby entitled to receive including, without limitation, the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery deposit of the DepositEscrow Amount into escrow, Escrow Agent shall be relieved of all liability hereunder and the obligations with respect to Damages, the Deposit. Escrow Agent shall deliver indemnification obligations set forth in Section 7.8 and Article IX hereof and the Deposit, at the election appointment and sole authority to act on behalf of such holders of the party entitled to receive Stockholders’ Representative, as provided for herein and in the sameEscrow Agreement. The release of the Escrow Funds (or any portion thereof) will occur on the fifteen (15) month anniversary of the Closing, by (i) a good, unendorsed certified check of Escrow Agent payable and will be subject to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery terms hereof and of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Agreement.

Escrow. (a) Subject to Article VII and Article IX, the Stock Consideration shall be issued and outstanding for all purposes and held in escrow by JPMorgan Chase & Co. (“Escrow Agent”) until 18 months after the Closing Date (the “Escrow Termination Date”) pursuant to the terms of an escrow agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); provided, however, that if on the Escrow Termination Date any claims for indemnification have not been resolved or paid in full, such Escrow Termination Date shall be extended and that portion of the Stock Consideration having a value, determined as of the Escrow Termination Date, equal to the lesser of (i) the amount of the claims for indemnification that have not been resolved or paid in full and (ii) US$35 million shall be held in escrow by the Escrow Agent for so long as any of such claims for indemnification have not been resolved or paid in full. When a claim has been resolved or paid in full, the portion of the Stock Consideration having a value equal to the amount of the claim that has been resolved or paid in full, determined at the time the claim has been resolved or paid in full, shall hold no longer be subject to the Deposit provisions hereof. At any time following the Closing and prior to the Escrow Termination Date, the Escrow Agent will release the Stock Consideration to Sellers provided that Sellers deliver to Escrow Agent either (i) a letter of credit in substantially the form attached hereto as Exhibit C issued by a commercial bank listed in the Escrow Agreement or any other commercial bank reasonably acceptable to Buyer in the amount of the lesser of (x) the value of the portion of the Stock Consideration to be released from escrow and shall dispose (y) US$35 million (or, in the event Sellers have previously paid amounts under the indemnification provisions hereof, an amount equal to US$35 million less such amounts previously paid) that may be drawn upon as specified in the Escrow Agreement to satisfy any Seller’s indemnification obligations hereunder or (ii) a copy of an insurance policy in form and substance reasonable acceptable to Buyer issued by an insurance company reasonably acceptable to Buyer that will provide the Escrow Agent with the lesser of (x) the value of the Deposit only portion of the Stock Consideration to be released from escrow and (y) US$35 million (or, in accordance with the following provisions: a. event Sellers have previously paid amounts under the indemnification provisions hereof, an amount equal to US$35 million less such amounts previously paid) in coverage for damages arising under this Agreement that would otherwise be payable by Sellers pursuant to the indemnification provisions hereof. Such letter of credit or insurance policy would by its terms remain in full force and effect until the Escrow Termination Date. On the Escrow Termination Date, the Escrow Agent shall deliver to Sellers the Deposit to Seller or Buyerremaining Stock Consideration or, as the case may be, as follows:any letter of credit or release the insurance policy delivered to the Escrow Agent pursuant to this Section 2.3. (ib) to SellerOn and after the Escrow Termination Date, upon completion Sellers shall be jointly and severally liable for any indemnity obligation under Article VII. Sellers agree that during the period from the Escrow Termination Date until the termination of the Closing period during which claims can be asserted by Buyer under Article VII, the aggregate shareholder equity of Sellers shall not be less than US$35 million (which shall constitute a credit towards or, in the Purchase Price); or (ii) to Seller, after receipt event Sellers have previously paid amounts under the indemnification provisions of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or an amount equal to US$35 million less such amounts previously paid) (B) this Agreement has been otherwise terminated or cancelledthe “Post Termination Date Cap Amount”). On the Escrow Termination Date and annually thereafter, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) within 30 days after Escrow Agent has given completion of Sellers’ audited annual financial statements, Sellers shall provide to Buyer a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received letter (a Notice of Objection (defined below“Confirmation Letter”) from Buyer within such ten (10) day period; or (iii) to Buyertheir auditors confirming that the aggregate Sellers’ shareholders equity is not less than the Post Termination Date Cap Amount. In addition, after receipt of Buyer's demand in which Buyer certifies either during the calendar month that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days sixth month after the date of receiving samea Confirmation Letter, but Sellers shall provide to Buyer a letter from their auditors that there has not thereafter, been any change since the other party may object to delivery date of such last Confirmation Letter that reduces the Deposit to aggregate shareholder equity of Sellers below the party making such demand by giving a notice of objection (a "then applicable Post Termination Date Cap Amount.

Escrow. Escrow Agent (a) The indemnification obligations of Seller under Sections 9.1(a)(i) and (iii) shall hold the Deposit in be secured by an escrow and shall dispose fund of the Deposit only in accordance with number of shares of the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Common Stock of Buyer, as the case may be, as follows: (i) to Seller, upon completion which is a portion of the Closing (which shall constitute a credit towards the Purchase Price, having a value, as determined in Section 1.2, of $3,000,000 (the "Escrow Fund"); or, which shall be held by a federally insured savings or banking institution mutually acceptable to Buyer and Seller (the "Escrow Agent") pursuant to the terms of an escrow agreement in form and substance satisfactory to Buyer and Seller (the "Escrow Agreement"). The Escrow Agreement shall provide that Seller shall have the right to receive any cash dividends paid, if any, on the shares of Common Stock in the Escrow Fund. (iib) In the event that any Buyer Indemnitee has a claim for indemnification under this Article IX, Buyer shall give written notice of same to Seller, after . If Seller has not corrected or remedied such claim within thirty (30) days following receipt of Seller’s demand in which Seller certifies either that (A) such notice and does not dispute such claim, then Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby shall be entitled to receive immediately from the Deposit; but Escrow Agent Fund an amount of shares from the Escrow Fund having a value equal to the amount of such claim. If Seller disputes such claim, Buyer shall not honor Seller's demand until more than ten be entitled to receive any amount from the Escrow Fund with respect to such claim prior to resolution of such dispute pursuant to Article XI or otherwise, but any such delay shall be without prejudice to any extension of the Escrow Fund pursuant to Section 9.2(c) hereof. For purposes of valuing the shares of Common Stock for payment of any Claim, such value shall be determined by calculating the average of the last 45 reported sales price per share (10or the average of the closing bid and asked prices if no sales have been reported) 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 Common Stock for each trading day within the thirty (A30) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive calendar days immediately preceding the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy date of Buyer's demand notice of such Claim, or, if no such reports are rendered, the fair market value of such shares over such period determined in good faith by the Board of Directors of Buyer. (c) Provided no dispute then exists as to any claim by Buyer of all or a portion of the Escrow Fund and provided all obligations of Seller to Buyer which are payable from the Escrow Fund are satisfied, the remaining Escrow Fund will be released to Seller on the three (3) year anniversary of the filing of Seller's ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ federal income tax return. To the extent a dispute does exist as to a claim or claims on such anniversary date, nor thereafter if an amount equal to the amount of such claim or claims will be withheld from such remaining Escrow Fund and will continue to be held by the Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery pursuant to the terms of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of Agreement until such party, (ii) an unendorsed official bank claim 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 partyclaims have been fully resolved. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrowed Shares, when initially issued, shall be issued to the Escrow Agent as nominee of the JBSI Stockholders, such shares to be deposited in an escrow account. The Escrowed Shares shall be allocated against the number of shares of EBIZ Common Stock to which each JBSI Stockholder is entitled on a pro rata basis in accordance with the relative Applicable Stock Percentage of each JBSI Stockholder. The Escrowed Shares shall be held by the Escrow Agent in escrow, and shall be transferred or released by the Escrow Agent only as follows. If no Notice of Claim is submitted by the EBIZ Designated Representative to the JBSI Designated Representative within the applicable time period provided in Section 11.4(a), then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the JBSI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each JBSI Stockholder. If a Notice of Claim is submitted by the EBIZ Designated Representative to the JBSI Designated Representative within the applicable time period provided in Section 11.4(a), then the Escrow Agent shall hold the Deposit in escrow and shall dispose Escrowed Shares until the first to occur of the Deposit only issuance of a Final Decision or the waiver and release by EBIZ of the Indemnification Claims to which the Notice of Claim relates. If the Final Decision results in EBIZ being entitled to no payment pursuant to this Article 11 or if EBIZ waives and releases its Indemnification Claims, then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the JBSI Stockholders on a pro rata basis in accordance with the following provisions: a. relative Applicable Stock Percentage of each JBSI Stockholder. If, however, pursuant to the Final Decision it is determined that EBIZ is entitled pursuant to this Article 11 to receive payment with respect to its Indemnification Claims, then the Escrow Agent shall deliver transfer to EBIZ on the Deposit Due Date such number of Escrowed Shares as have an aggregate EBIZ Share Value equal to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion amount of such payment and shall transfer all of the Closing (which shall constitute remaining Escrowed Shares to the JBSI Stockholders on a credit towards pro rata basis in accordance with the Purchase Price); or (ii) to Sellerrelative Applicable Stock Percentage of each JBSI Stockholder. Any JBSI Stockholder may, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten be required, to redeem any Escrowed Shares allocable to him that are required to be transferred to EBIZ pursuant to this subsection (10f) days after by paying to the Escrow Agent has given a copy Agent, prior to the transfer thereof to EBIZ, the EBIZ Share Value 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 Escrowed Shares. Any Escrowed Shares that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent are so redeemed shall be relieved of all liability hereunder and with respect transferred to the Deposit. Escrow Agent redeeming JBSI Stockholder and the cash paid to redeem such Escrowed Shares shall deliver the Depositbe paid, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order in lieu of such partyshares, (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 partyEBIZ. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (i) The Indemnity Escrow Account shall be used, in accordance with this Section 9.02, to pay Losses to the extent of Losses that are incurred or sustained by, or imposed upon, any Buyer Indemnitee based upon, arising out of, relating to, or in connection this Agreement. (ii) Upon final determination of any indemnity obligation of Seller hereunder, each of Buyer and Seller shall deliver written notice to the Escrow Agent directing the Escrow Agent to disburse an aggregate amount equal to such indemnified amount to Buyer. Upon the 15 month anniversary hereof, Seller and Buyer shall hold deliver written notice to the Deposit in escrow and shall dispose Escrow Agent directing it to disburse to Seller an amount equal to (i) one-half of the Deposit only Indemnity Escrow Amount minus (ii) any unresolved indemnification claims hereunder. Upon the 36 month anniversary hereof (the “Full Indemnification Period”), Seller and Buyer shall deliver written notice to the Escrow Agent directing it to disburse to Seller an amount equal to (i) the remaining balance of the Indemnity Escrow Amount minus (ii) any unresolved indemnification claims hereunder. Buyer will promptly provide written notice to Seller during the Full Indemnification Period of any Claim. (iii) The Earn-Out Escrow Amount shall be used to satisfy any “Earn-out Payment” (as defined in that certain Share Purchase Agreement, dated October 20, 2020, by and among Avtex Solutions International Inc., Aria Solutions Inc., Aria Solutions USA Inc. and the other parties thereto) owing in accordance with the terms thereof following provisions: a. the Closing Date. Upon final determination and payment of any such Earn-out Payment by a Company Entity following the Closing Date, Seller and Buyer shall deliver written notice to the Escrow Agent shall deliver the Deposit directing it to (y) first, disburse to Seller or Buyer, as the case may be, as follows: an amount equal to (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or Earn-Out Escrow Amount minus (ii) the amount of any such Earn-out Payment (but not below zero), and (z) thereafter, disburse the remainder of the Earn-Out Escrow Account, if any, to Seller, after receipt of Seller’s demand Buyer. Notwithstanding anything in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledto the contrary, in the event that any such “Earn-out Payment” is determined and Seller is thereby entitled paid in cash by a Company Entity in full settlement of the contingent obligations thereunder prior to receive the Deposit; but Closing, the Earn-Out Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy Amount for purposes of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder deemed to be zero and no such amount shall be deposited with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyAgent. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As security for an Employee Shareholder's or a Restricted Stock Grant Recipient's faithful performance of this Agreement, that Employee Shareholder or Restricted Stock Grant Recipient agrees, immediately upon receipt of the stock certificate(s) evidencing the Omneon Shares, to deliver such certificate(s), together with the Stock Powers and Spouse Consents executed by that Employee Shareholder or Restricted Stock Grant Recipient and by that Employee Shareholder's or Restricted Stock Grant Recipient's spouse, if any (with the date, transferee, stock certificate number and number of Omneon Shares left blank), in the forms of Exhibit G and H hereto, to the Secretary of Omneon or other designee of Omneon (the "Escrow Agent shall Holder"), who is hereby appointed to hold the Deposit such certificate(s) and Stock Powers in escrow and shall dispose to take all such actions and to effectuate all such transfers and/or releases of the Deposit only such Omneon Shares as are in accordance with the following provisions: a. terms of this Agreement. Escrow Agent shall deliver Holder will act solely for Omneon as its agent and not as a fiduciary. Each Employee Shareholder, each Restricted Stock Grant Recipient and Omneon agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion duties 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 Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or (B) this Agreement has been otherwise terminated or cancelled, other document executed with any signature purported to be genuine and Seller is thereby entitled to receive may rely on the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy advice of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice counsel and obey any order of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any court with respect to the Deposittransactions contemplated by this Agreement. Escrow Agent shall deliver the Deposit, at the election The Omneon Shares will be released from escrow upon termination of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyForfeiture Contingency. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent (a) At the Closing, Parent shall hold the Deposit in escrow and shall dispose on behalf of the Deposit only Principal Securityholders, deposit the Cash Escrow Amount and shares of Parent Common Stock (the "Escrowed Shares") representing the Stock Escrow Amount in accordance with Section 2.2(b)(iii) (the following provisions: a. aggregate amount of the Cash Escrow Amount and Escrowed Shares, the "Escrowed Property") with the Escrow Agent to be held in an escrow account (the "Escrow Account") pursuant to and in accordance with this Agreement and the Escrow Agreement to be executed as of the Closing Date. Any payment the Principal Securityholders are obligated to make to any Parent Indemnified Parties pursuant to this Article IX (other than Sections 9.2(a)(ii) and 9.6) or Article X (at Parent's option) shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: be paid (i) if the payment is to Sellerbe made in cash, upon completion by reducing the amount of the Closing (which shall constitute a credit towards cash in the Purchase Price); or Escrow Account in an amount equal to such payment and releasing such cash to Parent or (ii) if the payment is to Sellerbe made in Escrowed Shares, after receipt by reducing the number of Seller’s demand Escrowed Shares in which Seller certifies either that the Escrow Account in an amount equal to (Ax) Buyer has defaulted under this Agreementthe amount of such payment divided by (y) the average closing price of Parent Common Stock on the Nasdaq (as reported by The Wall Street Journal, or (BEastern Edition, or, if not reported thereby, any other authoritative source) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive for the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) trading days after ending with the second trading day immediately preceding the date such Escrowed Shares are released and returning and releasing such Escrowed Shares to Parent. The first $5,000,000 of Escrowed Property required to be paid by the Principal Securityholders shall be paid out of the Escrowed Shares. The next $5,000,000 of Escrowed Property required to paid the by Principal Securityholders shall be out of the Cash Escrow Agent has given a copy Amount. Any remaining amounts of Seller Seller’s demand Escrowed Property required to Buyer, nor thereafter if Escrow Agent received a Notice be paid by the Principal Securityholders shall be paid out of Objection (defined below) from Buyer within such ten (10) day period; orthe remaining Escrowed Property. (iiib) To the extent that there is an insufficient amount of remaining Escrowed Property to Buyer, after receipt of Buyer's demand in which Buyer certifies either that pay any remaining sums due pursuant to this Article IX (Aother than Sections 9.2(a) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank and 9.6) or cashier's check payable Article X, then the Principal Securityholders shall be required to pay all of such additional sums due and owing to the order of such party, or (iii) a bank Parent Indemnified Parties by wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten within thirty (1030) days after the date of receiving samenotice any sums then due and owing is given to the Stockholder Representative (with a copy to the Escrow Agent) by the applicable Parent Indemnified Party. Any indemnification owed by a Principal Securityholder pursuant to Section 9.2(a)(ii) shall be paid by such Principal Securityholder to the Parent Indemnified Parties by wire transfer of immediately available funds within ten (10) Business Days after the date of notice any sums then due and owing is given to such Principal Securityholder (with a copy to the Stockholder Representative) by the applicable Parent Indemnified Party. (c) On December 31, but not thereafter2006, the other party may object to delivery Escrow Agent shall release one-third of the Deposit Escrowed Shares (based upon the number of Escrowed Shares originally deposited with Escrow Agent or the proceeds thereof pursuant to Section 9.5(d)) less the number of such Escrowed Shares as may be necessary to satisfy in full all unpaid Escrow Claims and less all Escrowed Shares previously disbursed to Parent; on June 30, 2007, the Escrow Agent shall release two-thirds of the Escrowed Shares (based upon the number of Escrowed Shares originally deposited with Escrow Agent or the proceeds thereof pursuant to Section 9.5(d)), less the number of such Escrowed Shares as may be necessary to satisfy in full all unpaid Escrow Claims and less the aggregate of all Escrowed Shares previously disbursed to Parent or released; and on the second anniversary of the Closing Date, the Escrow Agent shall release the remaining Escrowed Property and earnings thereon (in each case, to the party making extent not utilized to pay Parent for any indemnification claim), except that the Escrow Agent shall retain an amount of Escrowed Property equal to the amount of claims for indemnification under this Article IX or Article X. The Escrowed Property retained for unresolved claims for indemnification shall be released by the Escrow Agent (to the extent not utilized to pay Parent for any such demand by giving a notice claims resolved in favor of objection Parent) upon their resolution in accordance with this Article IX, Section 2.5 or Article X. For the avoidance of doubt, the release of the Escrow Property to the Principal Securityholders after the second anniversary of the Closing Date pursuant to this Section 9.5 shall not prejudice any of the rights of the Parent Indemnified Parties to seek indemnification from the Principal Securityholders under this Agreement. (a "d) If and to the extent permitted under the Registration Rights Agreement, the Principal Securityholders may, at their option, instruct the Escrow Agent to sell all or any portion of the Escrowed Shares on their behalf and the Escrow Agent shall sell such Escrowed Shares and deposit the proceeds from any such sales in the Escrow Account.

Escrow. (a) At the Closing, Buyer and Seller shall enter into an Escrow Agreement in the form attached as Exhibit A hereto (the “Escrow Agreement”) with a mutually agreeable escrow agent (together with any successor escrow agent, the “Escrow Agent”), pursuant to which Buyer shall, at the Closing, deliver, or cause to be delivered, the Escrow Shares to the Escrow Agent, to be held by the Escrow Agent shall hold in the Deposit in escrow Escrow Account, together with any interest and shall dispose of the Deposit only earnings thereon, and disbursed therefrom in accordance with the following provisions:terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares shall serve as a source of security for Seller’s obligations after the Closing under this Agreement, including its indemnification obligations under ARTICLE VII. a. (b) The Escrow Agent Shares shall deliver no longer be subject to any claim that is first made after the Deposit date which is six (6) months after the Closing Date (the “Expiration Date”); provided, however, with respect to Seller any claims made in accordance with this Agreement on or Buyerprior to the Expiration Date (including those that are revised or adjusted in accordance with ARTICLE VII after the Expiration Date) that remain unresolved as of the end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined with respect to any indemnification claims based on the amount of the indemnification claim included in the Claim Notice provided by a Buyer Indemnitee under ARTICLE VII, as it may be revised or adjusted in accordance with ARTICLE VII) shall remain in the case may beEscrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of this Agreement. After the Expiration Date, as follows: any Escrow Shares remaining in the Escrow Account that are not subject to (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or Pending Claims or (ii) resolved but unpaid claims in favor of Buyer or other Buyer Indemnitees, shall be disbursed by the Escrow Agent to Seller, after receipt by the Escrow Agent of joint written instructions by Buyer and Seller’s demand . Promptly after the final resolution of all Pending Claims and the payment of all obligations in which Seller certifies either that (A) Buyer has defaulted under this Agreementconnection therewith, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after disburse any Escrow Agent has given a copy of Shares remaining in the Escrow Account to 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 upon receipt of Buyer's demand in which joint written instruction by Buyer certifies either that (A) and Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyAgent. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At or prior to the Closing, Pubco, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as TABLE OF CONTENTS​ escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to which Pubco shall issue to the Escrow Agent shall hold the Deposit in escrow and shall dispose fifteen percent (15%) of the Deposit only Merger Consideration otherwise issuable to the Sellers at the Closing (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 in accordance with the following provisions:terms of Section 1.16 and Article VI hereof and the Escrow Agreement. The Escrow Shares shall be allocated among and transferred to the Sellers 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 obligations of the Sellers under Section 1.16 and the obligations of the Indemnitors 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 Merger Consideration received by the Sellers pursuant to Article I hereof. a. (b) The Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is twelve (12) months after the Closing Date (the “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 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 Pubco Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. 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 that have previously delivered the Transmittal Documents in accordance with Section 1.12, with each such Seller receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall deliver transfer any remaining Escrow Property remaining in the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Account to the Deposit. Escrow Agent shall deliver Sellers that have previously delivered the DepositTransmittal Documents in accordance with Section 1.12, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order with each such Seller receiving its Pro Rata Share 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 partyEscrow Property. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. At the Closing, ten percent (10%) of the Purchase Price being paid under Section 2.3(d) above shall be paid to the Escrow Agent shall hold to be held and administered by the Deposit Escrow Agent in escrow and shall dispose as security for the indemnification obligations of Seller for Damages under Article IX (the “Escrow”) pursuant to the terms of the Deposit only Escrow Agreement; provided that to the extent the Purchase Price is adjusted pursuant to Section 2.4, (i) upward, then ten percent of such Increase Amount payable by Buyer under Section 2.4(f)(i) shall be paid into Escrow and held pursuant to the Escrow Agreement, or (ii) downward, then ten percent (10%) of such Decrease Amount will be paid by the Escrow Agent to Buyer. In addition, to the extent that Buyer and/or Parent exercises its Put Right under Sections 6.2 or 6.3 of the Purchase Agreement, and the Seller purchases certain Unused Inventories or Inventories from the Buyer and/or Parent, all or a portion of the purchase price of such Unused Inventories or Inventories shall be paid by the release of an amount equal to such purchase price of such inventories (calculated in accordance with Sections 6.2 and 6.3) from the following provisions: a. Escrow Agent Account to the Buyer and/or Parent (the “Inventory Escrow Amount”); provided, however, that the Inventory Escrow Amount shall deliver not exceed ten (10%) percent of the Deposit portion of the Purchase Price paid for the Inventories as determined in Section 1.1(j)(i). Any amounts then held in Escrow and not previously paid in respect of any claims for indemnification under Article IX or, released in connection with Seller’s purchase of Inventory under Sections 6.2 or 6.3, or subject to any pending claims under Article IX, shall be released to Seller or Buyer, as not more than five (5) days after the case may be, as follows: (i) to Seller, upon completion twelve month anniversary of the Closing (which shall constitute a credit towards the Purchase Price“Escrow Release Date”); or (ii) to Seller, after receipt of Seller’s demand . Any amounts earned in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery respect of the Deposit, Escrow Agent shall be relieved considered a part of all liability hereunder the Escrow and with respect held pursuant to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyAgreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At or prior to the Closing, the Parent Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Parent 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 Parent and the Company (the “Escrow Agreement”), pursuant to which Parent shall issue to the Escrow Agent shall hold the Deposit in escrow and shall dispose a number of shares of Parent Common Stock (with each share valued at $10.00) equal to five percent (5%) of the Deposit only 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 following provisions:terms of ARTICLE XI hereof and the Escrow Agreement. Upon disbursement in accordance with the terms of ARTICLE XI hereof, the Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Shareholders pursuant to ARTICLE XI. 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 ARTICLE XI hereof. a. (b) The Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is six (6) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE XI hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Indemnification Notice provided by the Parent Representative under ARTICLE XI and the Parent Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of ARTICLE XI. 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 Indemnified Party, shall be transferred by the Escrow Agent to the Company Shareholders that have previously delivered the Letter of Transmittal in accordance with Section 3.3(b), with each such Company Shareholder 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 deliver transfer any remaining Escrow Property remaining in the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Account to the Deposit. Escrow Agent shall deliver Company Shareholders that have previously delivered the DepositLetter of Transmittal in accordance with Section 3.3(b), at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order with each such Company Shareholder receiving its Pro Rata Share 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 partyEscrow Property. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As security for the obligations of Sellers under this Article VII, and to provide a source of reimbursement and indemnification to the Buyer Parties, on the Closing Date, Buyers shall deliver to ▇▇▇▇▇ Fargo Bank, National Association, a national banking association, as agent to Buyers and Sellers (the “Escrow Agent”), in immediately available funds, to the account(s) designated by the Escrow Agent shall hold (the Deposit “Escrow Account”), an amount or amounts in escrow and shall dispose of cash equal in the Deposit only aggregate to the Escrow Amount, in accordance with the following provisions: a. terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Parent, the Representative and the Escrow Agent shall deliver substantially in the Deposit form attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Sellers are obligated to Seller or Buyer, as the case may be, as follows: (i) make to Seller, upon completion any of the Closing (which Buyer Parties pursuant to this Article VII shall constitute a credit towards be paid first, to the Purchase Price); or (ii) extent there are sufficient funds in the Escrow Account, by release of funds to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) the Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive Parties from the Deposit; but Escrow Account by the 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 accordance with 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 terms of the DepositEscrow Agreement and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Agent Amount is insufficient to pay any remaining sums due, then Sellers shall be relieved required, on a joint and several basis, to pay all of all liability hereunder such additional sums due and with respect owing to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, Buyer Parties by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt within five Business Days after a “final determination” of a written demand from Seller or Buyer under Section 16Loss and the Sellers’ liability therefor. On the eighteen month anniversary of the Closing Date, the Escrow Agent shall send a copy of such demand release the Escrow Amount to Sellers, except that the Escrow Agent shall retain an amount (up to the other party. Within ten lesser of (10x) days after the date Escrow Amount and (y) the total amount then held by the Escrow Agent) equal to the aggregate of receiving same, the Claim Amounts in respect of any claims for indemnification under this Article VII asserted prior to the eighteen month anniversary of the Closing Date but not thereafter, the other party may object to delivery yet resolved (“Unresolved Claims”). The portion of the Deposit Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the party making extent not utilized to pay the Buyer Parties for any such demand claims resolved in favor of the Buyer Parties) upon their resolution in accordance with this Agreement and the Escrow Agreement. All fees and expenses owed to the Escrow Agent in connection with the Escrow Agreement shall be paid on the Closing Date by giving Buyers. For purposes of this Section 7.7, a notice “final determination” shall exist when (i) Parent and the Representative have reached an agreement in writing, (ii) a court of objection competent jurisdiction shall have entered a final and non-appealable order or judgment, or (iii) an arbitration or like panel shall have rendered a "final non-appealable determination with respect to disputes the parties have agreed to submit thereto.

Escrow. The Cash Escrow shall be delivered by Parent to the Escrow Agent at Closing by wire and the Stock Escrow shall hold be delivered by the Parent as soon as practicable after the Closing and in any event within two (2) business days after the Closing, which such Cash Escrow and Stock Escrow is to be held for a period ending on the Escrow Release Date, except the Escrow Deposit in escrow and shall dispose may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date pursuant to the terms of the Escrow Agreement. Any indemnification claim for any Losses under this Article XII shall be paid first from the Escrow Deposit. Notwithstanding the foregoing, provided no claim for indemnification has been made hereunder the Escrow Release Date for the Cash Escrow portion of the Escrow Deposit only shall be the nine (9) month anniversary of the Closing Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with the following provisions: a. Escrow Agent Agreement. Except with respect to claims based on the Excluded Obligations, if the Closing occurs, Parent and Acquisition Corp. agree that the Parent’s right to indemnification pursuant to this Article XII shall deliver constitute Parent’s and Acquisition Corp.’s sole and exclusive remedy and recourse against the Deposit Shareholders for Losses attributable to Seller any inaccuracy or Buyerbreach of any representation or warranty, as or any breach or nonfulfillment of any failure to perform the case may becovenants, as follows: (i) to Selleragreements or undertakings, upon completion of the Closing (Company, the Principal Shareholders or the Shareholders which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand is contained in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy Letters 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, Transmittal or (B) this Agreement has been otherwise terminated any Schedule or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and certificate delivered pursuant hereto or thereto. Except with respect to the Deposit. Escrow Agent Excluded Obligations, the maximum liability of any Shareholder shall deliver the Deposit, at the election be limited to such Shareholder’s Pro Rata Portion (as defined below) of the party entitled Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to receive such Shareholder’s Pro Rata Portion (as defined below) of the same, by (i) a good, unendorsed certified check of Escrow Agent payable Losses up to the order aggregate amount of the Initial Merger Consideration and Cash Earnout Consideration to which such partyShareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, (iihowever, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) an unendorsed official bank on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or cashier's check payable as 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 Deposit shall send a copy of such demand be equal to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery percentage of the Deposit Merger Consideration to the party making which such demand by giving a notice of objection (a "Shareholder is entitled.

Escrow. (a) The Escrow Amount shall be comprised of two separate and distinct amounts: (i) a number of Parent Shares equal to $250,000 divided by the Signing Date Reference Price shall be used to satisfy the Final Working Capital Deficiency, if any, described in Section 2.3(e) hereof (the “Working Capital Escrow”), and (ii) the remainder of the Escrow Amount (the “Indemnification Escrow”) shall be used to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article VII hereof, and to satisfy the Final Working Capital Deficiency, if any, described in Section 2.3(e) hereof to the extent such shortfall exceeds the Working Capital Escrow. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Escrow Amount shall be equal to the Signing Date Reference Price, unless the Stockholders elect to pay cash for any such claim by giving written notice to both the Escrow Agent and Buyer within two (2) business days following the date that notice is duly given pursuant to Section 12.1 that the Parent Shares will be released to Buyer (or Parent) pursuant to the Escrow Agreement. (b) Promptly following the expiration of the Net Working Capital adjustment period as set forth in Section 2.3 and resolution of all disputes, if any, regarding the Final Working Capital, if there exists a Final Working Capital Deficiency, then in the event that the Stockholders fail to pay the Buyer such amounts within two business days following determination of the Final Working Capital, Buyer shall be entitled to an amount from the Working Capital Escrow to satisfy the Final Working Capital Deficiency, and the remainder of the Working Capital Escrow shall be released to the Stockholders, provided, however, if the Final Working Capital Deficiency exceeds the Working Capital Escrow portion of the Escrow Amount, then Buyer shall be entitled to the entire Working Capital Escrow portion of the Escrow Amount, and if the Stockholder fails to pay such amount, a disbursement from the Indemnification Escrow portion of the Escrow Amount in an amount equal to the sum of the Final Working Capital Deficiency less the Working Capital Escrow. (c) Subject to the following sentence, the Escrow Agent shall hold release the Deposit in escrow and shall dispose balance of the Deposit only Indemnification Escrow less the Plan Escrow Shares (as defined below) and less the Special Purpose Escrow Shares (as defined below) to the Stockholders on the date which is 12 months and one day after the Closing Date (or, if such date is not a business day, the immediately following business day) (the “Escrow Release Date”), provided that if on the Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Stockholders of such in writing, then either (i) there shall be withheld from the distribution to the Stockholders such amount of the Indemnification Escrow necessary to cover all Damages potentially resulting from all such pending claims in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms of the Closing Escrow Agreement (which and the Escrow Fund shall constitute a credit towards continue with respect to such withheld amount) and such withheld amount (or the Purchase Price); or (iiapplicable portion thereof) to Seller, after receipt of Seller’s demand in which Seller certifies shall either that be (A) paid to Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledpaid to the Stockholders, and Seller is thereby entitled to receive as determined upon final resolution of each such claim in accordance with the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery terms of the Deposit, Escrow Agent shall be relieved of all liability hereunder Agreement and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, Article VII hereof or (ii) the Stockholders shall post a bond in an unendorsed official bank or cashier's check payable amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnification Escrow shall be released to the order Stockholders in accordance with the terms of the Escrow Agreement and Article VII hereof. Notwithstanding the foregoing (and without limiting the rights of a Buyer Indemnified Party to make claims against additional amounts available under the Indemnification Escrow), (x) a number of Parent Shares equal to $500,000 divided by the Signing Date Reference Price (the “Plan Escrow Shares”) shall be retained by the Escrow Agent until the Release Date to satisfy any Damages incurred by a Buyer Indemnified Party from any Multiemployer Plan, unless at any time prior to the Release Date the Stockholders shall post a bond in an amount equal to $500,000 to be held by Buyer to satisfy any such Damages; provided that if, the Plan Escrow Shares (or a bond in lieu of such partyescrow) continue to be held on the 18-month anniversary of Closing and on such date the Couture has not ceased operations, or then a number of Parent Shares equal to $250,000 divided by the Signing Date Reference Price shall be released to the Stockholders, unless the Stockholders shall post a bond in an amount equal to $250,000 to be held by Buyer and (iiiy) a bank wire transfer number of immediately available funds Parent Shares equal to an account designated $350,000 divided by such party. c. Upon receipt of the Signing Date Reference Price (the “Special Purpose Escrow Shares”) shall be retained by the Escrow Agent until March 26, 2012 to satisfy any Damages incurred by a written demand from Seller or Buyer Indemnified Party under Section 167.1(b)(vi), Escrow Agent unless at any time prior to such date the Stockholders shall send post a copy of bond in an amount equal to $350,000 to be held by Buyer to satisfy any such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Damages.

Escrow. (a) Upon receipt thereof, Winter Harbor shall deposit in an interest bearing escrow (the "Escrow") the Purchase Price and those securities issued to Winter Harbor pursuant to the Securities Exchange Agreement (such securities and any additional or other shares or securities or property into which such securities are converted or for which such securities are exchanged including through any reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, or other transaction being the "Issued Securities"). The Escrow Agent shall hold terminate, and the Deposit in escrow remaining contents thereof transferred to Winter Harbor, free and clear of any claim, liens, encumbrances by Purchaser or any Purchaser Indemnified Party, upon the first occurrence of an Escrow Termination Event. An Escrow Termination Event shall dispose have occurred upon the earlier of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion the end of the Closing 540th day after the date of this Agreement, if during such period no Red Cube AG Claim premised upon the Red Cube AG Securities Purchase Agreement has been initiated (which shall constitute other than a credit towards claim in connection with the Purchase Pricemediation currently pending before the American Arbitration Association); or , and (ii) the final resolution or settlement of all claims brought against Winter Harbor or Purchaser before the 540th day after the date of this Agreement that could result in potentially indemnifiable losses related to Seller, after receipt any Red Cube AG Claim. (b) Winter Harbor and Purchaser acknowledge that as a result of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under the transaction contemplated by this Agreement, there is a risk that Purchaser or a Purchaser Indemnified Party may be exposed to (i) Losses resulting from a determination and order by a court of competent jurisdiction, arbitral panel or other adjudicatory entity that, pursuant to the Red Cube AG Securities Purchase Agreement, Red Cube AG is entitled to the transfer of ownership from Purchaser of all or substantially all the Covered Securities (a "Specific Performance Claim") or (Bii) this Losses premised upon the Red Cube AG Securities Purchase Agreement has been otherwise terminated and which arise from a Red Cube AG Claim which is not a Specific Performance Claim (a "Red Cube Damage Claim"). If, prior to the occurrence of an Escrow Termination Event, Purchaser or cancelleda Purchaser Indemnified Person gives notice of a Specific Performance Claim or a claim under Section 6.1(a) above, then Winter Harbor shall, solely out of and Seller is thereby entitled up to receive a maximum of the Deposit; but Issued Securities and Purchase Price deposited in the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Specific Performance Claim or claim under Section 6.1(a) above. If, prior to the occurrence of an Escrow Agent Termination Event, Purchaser or a Purchaser Indemnified Person gives notice of a Red Cube Damage Claim, then Winter Harbor shall, solely out of and up to a maximum of the Issued Securities deposited in the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Red Cube Damage Claim. Winter Harbor's total aggregate liability for all Specific Performance Claims and all claims under Section 6.1(a) above shall not honor Sellerexceed the loss of its right to the Issued Securities and Purchase Price deposited in the Escrow. Winter Harbor's demand until more than total aggregate liability for all Red Cube Damage Claims shall not exceed the loss of its right to the Issued Securities deposited in the Escrow. -6 (c) All Losses properly due a Purchaser or Purchaser Indemnified Person pursuant to this Section 6.3, Section 6.1 and Section 6.2 (including, without limitation, reimbursement of attorneys' or other professional fees arising out of article VI of this Agreement) shall first be satisfied by transferring to Purchaser or the applicable Purchaser Indemnified Party a number of Issued Securities determined by dividing the applicable Loss by the then current market price (as calculated by the average closing price for I-Link common stock for the most recent ten (10) days after upon which such securities traded) of such shares. In the event that the total number of Issued Securities then deposited in the Escrow Agent has given a copy of Seller Seller’s demand is insufficient 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 cancelledsatisfy the applicable Losses, and Buyer is thereby entitled solely where such Losses arise exclusively and solely from a Red Cube Specific Performance Claim or from a claim under Section 6.1(a), any shortfall shall be satisfied by transferring to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given Purchaser or applicable Purchaser Indemnified Person, a copy of Buyer's demand portion, up 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 maximum of the Deposittotal Purchase Price, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive cash proceeds then deposited in the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyEscrow. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The parties hereto agree that Three Million Four Hundred Seventy-Five Thousand Dollars ($3,475,000.00) of the Closing Merger Consideration (the “Escrow Amount”) shall be deposited by Parent in an interest-bearing account established by the Parent (the “Escrow Account”) with SunTrust Bank, or such other bank or trust company as is reasonably acceptable to the Stockholder Representative (the “Escrow Agent”), to be held and distributed by the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. terms and conditions of an Escrow Agreement among the Parent, the Stockholder Representative and the Escrow Agent shall deliver substantially in the Deposit to Seller or Buyerform of Exhibit C hereto, with such changes and additions as the case Escrow Agent may bereasonably require (the “Escrow Agreement”). Two Million Dollars ($2,000,000) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(viii) below (the “Calcaneal Stem Claims Escrow Amount”). Three Hundred Twenty-Five Thousand Dollars ($325,000.00) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(vii) below (the “Tax Escrow Amount”). Fifty Thousand Dollars ($50,000.00) of the Escrow Amount shall be available solely to the Stockholder Representative to reimburse his expenses in accordance with Section 3.05 above and not for claims for Damages pursuant to Article X or any other purpose (the “Stockholder Representative Escrow Amount”). Each Company Equityholder shall have an interest in the Escrow Amount in an amount equal to the product of his, her or its (X) applicable Allocable Percentage as follows:set forth in Schedule 3.01(d) and (Y) the Escrow Amount. Subject to Section 3.05, no Company Equityholder shall receive cash held in escrow unless and until permitted under the terms of this Section 3.07, Article X and the Escrow Agreement. (b) Parent shall establish the Escrow Account as soon as practicable after the Effective Time for the deposit of the Escrow Amount pursuant to Section 3.07(a). All interest earned on the Escrow Account shall be added to the Escrow Amount. The Escrow Account shall be in the name of Parent for the benefit of the Company Equityholders, and shall be used to satisfy (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted any obligations due any Indemnified Parties under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such partyArticle X, (ii) an unendorsed official bank or cashier's check payable the Stockholder Representative’s obligation to the order of such partymake any payments that may be due to Parent pursuant to Section 3.04, or (iii) a bank wire transfer any expenses of immediately available funds the Stockholder Representative (not to an account designated by such partythe exceed the Escrow Reimbursement Cap) pursuant to Section 3.05 and (iv) any other liabilities or obligations of the Stockholder Representative or the Company Equityholders to the Parent pursuant to this Agreement or any document, instrument, agreement or certificate delivered pursuant to this Agreement. Any fees incurred in the establishment, maintenance or termination of the Escrow Account shall be paid from the Escrow Account. c. (c) Upon receipt the first business day following: (i) the first anniversary of the Closing Date (such date, the “First Escrow Release Date”), Parent shall cause the Escrow Agent to disburse from the Escrow Account One Million One Hundred Thousand Dollars ($1,100,000.000), less the aggregate amount of all Claimed Amounts claimed in all Claim Notices delivered by Parent within the time period permitted therefor which either have been paid or which have not been finally resolved or paid as of the First Escrow Release Date, to the Company Equityholders in the manner set forth in Section 3.07(d) (“First Escrow Release Funds”); (ii) the third anniversary of the Closing Date (such date, the “Second Escrow Release Date”) Parent shall cause the Escrow Agent to disburse from the Escrow Account Three Hundred Twenty Five Thousand Dollars ($325,000), less the aggregate amount of all Claimed Amounts claimed in all Tax Claim Notices delivered by Parent within the time period permitted therefor which either have been paid or which have not been finally resolved or paid as of the Second Escrow Release Date, to the Company Equityholders in the manner set forth in Section 3.07(d) (the “Second Escrow Release Funds”); and (iii) the fifth anniversary of the Closing Date (such date, the “Final Escrow Release Date”), Parent shall cause the Escrow Agent to disburse the amounts remaining in the Escrow Account, including any interest earned on the Escrow Account, less the aggregate amount of all Claimed Amounts claimed in all Claim Notices delivered by Parent within the time periods permitted therefor which have not been finally resolved or paid as of the Final Escrow Release Date (and any subsequent resolution of any disputes as provided in Article X) (the “Remaining Escrow Funds”), to the Company Equityholders in the manner set forth in Section 3.07(d). For purposes of clarification, the Remaining Escrow Funds shall include the Stockholder Representative Amount, less the aggregate amount of all Stockholder Representative Expenses paid to the Stockholder Representative prior to the Final Escrow Release Date (d) Parent shall cause the Escrow Agent to disburse the First Escrow Release Funds, Second Escrow Release Funds and the Remaining Escrow Funds under this Section 3.07 by disbursing to each holder of a written demand from Seller Certificate or Buyer under Equity Instrument (or an affidavit in accordance with Section 163.03(f)) previously exchanged and cancelled pursuant to Section 3.03(b), Escrow Agent shall send a copy an amount equal to such Company Equityholder’s Allocable Percentage of such demand to First Escrow Release Funds, Second Escrow Release Funds and Remaining Escrow Funds as set forth in Schedule 3.01(d). (e) The parties hereto hereby acknowledge and agree that the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery Escrow Account shall be treated as an installment obligation for purposes of the Deposit Code, and no party shall take any action or filing position inconsistent with such characterization. Consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of the Escrow Account or any portion thereof in any Tax year shall be reported as allocated to Parent until the party making such demand by giving a notice distribution of objection the Escrow Account (a "or portion thereof) is determined and thereafter to Parent and the Company Equityholders in accordance with their respective interests in the Escrow Account.

Escrow. (a) No later than ten days prior to the Closing Date, Purchaser and Seller shall mutually agree upon a financial institution, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or state authority, to act as escrow agent (the “Escrow Agent”) with respect to the Escrow Amount. On or before the Closing Date, Seller and Purchaser shall enter into an agreement in substantially the form attached hereto as Exhibit C with the Escrow Agent (the “Escrow Agreement”) pursuant to which the Escrow Agent shall agree to hold and disburse the Deposit in escrow Escrow Amount, for the benefit of Seller and shall dispose of the Deposit only Purchaser, in accordance with the following provisions:terms and conditions of this Agreement and the Escrow Agreement. a. (b) On the Closing Date, Purchaser shall deposit with the Escrow Agent shall deliver Two Million Three Hundred Thousand Dollars ($2,300,000) in cash (the Deposit to Seller or Buyer, as “Escrow Amount”) for disbursement in accordance with the case may be, as follows: terms of this Agreement and the Escrow Agreement. The Escrow Amount will consist of (i) Five Hundred Thousand Dollars ($500,000), which will be held in escrow exclusively for payments due to Seller, either Purchaser or Seller upon completion determination of the Closing Final Book Value (which shall constitute a credit towards the Purchase Price“Book Value Escrow Amount”); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for payments due to either Purchaser or cashier's check payable to Seller upon determination of the order of such partyFinal Pipeline Premium (the “Pipeline Premium Escrow Amount”), or (iii) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for reimbursement of Excess Severance Payments made by Purchaser on or prior to the first anniversary of the Closing Date (the “Excess Severance Escrow Amount”), and (iv) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for indemnification payments pursuant to Article X hereof (the “Indemnification Escrow Amount”). Purchaser and Seller agree that the Escrow Amount is part of the consideration paid to Seller and the obligation to release the Escrow Amount to Seller is absolute and unconditional, subject only to the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that four events will trigger distribution of the Escrow Amount: (i) the determination of the Final Book Value, which shall only trigger distribution of the Book Value Escrow Amount, (ii) the determination of the Final Pipeline Premium, which shall only trigger distribution of the Pipeline Premium Escrow Amount, (iii) the obligation of the Purchaser to make any Excess Severance Payment, and (iv) a bank finally determined claim by Purchaser for indemnification payments under Article X of this Agreement, which shall only trigger distribution of the Indemnification Escrow Amount. In addition, distribution of the Escrow Amount may occur (i) on the date that is six months after the Closing Date if the Excess Severance Escrow Amount exceeds Three Hundred Thousand Dollars ($300,000), then such excess amount shall be disbursed to Seller by wire transfer of immediately available funds to an such account designated or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices, and (ii) any portion of the Excess Severance Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such party. c. account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices. Any portion of the Indemnification Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices; provided, that if Purchaser has submitted a notice for indemnification on or prior to the first anniversary of the Closing and such indemnification claim is not finally determined until after the first anniversary of the Closing, then the Indemnification Escrow Amount shall remain subject to such indemnification claim and any remaining portion of the Indemnification Escrow Amount shall not be disbursed to Seller until after such indemnification claim shall have been finally determined and any indemnification payments to Purchaser have been made. The Escrow Agreement shall further provide that disbursement of the Book Value Escrow Amount and Pipeline Premium Escrow Amount shall be made in accordance with Section 3.4 and in accordance with the terms and conditions of the Escrow Agreement. Upon receipt disbursement of a written demand from the Escrow Amount (or such lesser amount of the Escrow Amount pursuant to the terms and conditions of this Agreement and the Escrow Agreement) to Seller or Buyer under Section 16Purchaser in accordance with this Agreement, Escrow Agent Purchaser shall send a copy of such demand have no other obligation to Seller with respect to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Amount.

Escrow. (a) With respect to any claim for indemnification arising from an inaccuracy or breach by any Selling Party of his, her or its respective representations and warranties contained in Article III or in any certificate delivered pursuant hereto or his, her or its respective covenants or agreements in this Agreement, the Purchaser Indemnified Parties may, at their option, seek payment of any such indemnification claim from such Selling Party directly or from the Escrow Fund established pursuant to this Section 9.06. With respect to any other claim for indemnification under Section 9.02, the Purchaser Indemnified Parties shall seek payment of any such indemnification claim or Loss recovery first from the Escrow Fund established pursuant to this Section 9.06 until it has been depleted. The Purchaser Indemnified Parties shall also have the right, exercisable by delivery of written notice to the Selling Party Representative, to set off against, and reduce the total amount of any Earn-Out Consideration otherwise payable hereunder by the amount of any and all Losses to which the Purchaser Indemnified Parties are entitled to be indemnified with respect to any breach by any Selling Party of his, her or its representations and warranties contained in Article III or in any certificate delivered pursuant hereto or his, her or its respective covenants in this Agreement. For purposes of clarity, once a particular Selling Party’s Pro Rata portion of the Escrow Fund has been depleted with respect to Losses for which it is liable, the Purchaser may not apply portions of the Escrow Fund attributable to other Selling Parties with respect to such Losses, but must instead seek payment directly from such Selling Party or through permissible set off. (b) If Purchaser Indemnified Parties are entitled to indemnification under Section 9.02 in excess of the amount of the Escrow Fund, or if the funds in the Escrow Fund are inadequate to reimburse Purchaser Indemnified Parties solely with respect to any and all Losses (i) for which such Purchaser Indemnified Parties are determined to be entitled to indemnification (x) arising from any inaccuracy or breach of a Fundamental Representation or representation or warranty contained in Article III or (y) pursuant to Sections 9.02(b), 9.02(c), 9.02(d), 9.02(e) or 9.02(f) or (ii) attributable to fraud (the matters set forth in clauses (i) and (ii) of this sentence are referred to collectively as “Excluded Matters”), Purchaser Indemnified Parties shall have the right, solely with respect to any Excluded Matter, to seek recovery of such Losses in excess of the Escrow Fund severally and directly from the Selling Parties. The Purchaser Indemnified Parties shall also have the right, exercisable by delivery of written notice to the Selling Party Representative, to set off against, and reduce the total amount of any Earn-Out Consideration otherwise payable hereunder by the amount of any and all Losses to which the Purchaser Indemnified Parties are entitled to be indemnified by a particular Selling Party with respect to any Excluded Matter. (c) On the Closing Date, an amount equal to Eight Million Dollars ($8,000,000) (the “Escrow Fund”) shall be deposited by the Purchaser with JPMorgan Chase Bank, National Association, as escrow agent (“Escrow Agent”), pursuant to the Escrow Agreement substantially in the form attached hereto as Exhibit B. The Escrow Fund shall be used to satisfy and pay the Adjustment Amount, if any, as set forth in Section 2.08 and the amount of Losses, if any, for which the Purchaser Indemnified Parties are entitled to indemnification or reimbursement pursuant to this Agreement. (d) Subject to the provisions of the Escrow Agreement, on the date which is three Business Days after the twelve month anniversary of the Closing Date (the “Escrow Termination Date”), the Escrow Agent shall hold distribute to the Deposit Selling Parties Pro Rata an amount equal to the amount remaining in escrow and shall dispose the Escrow Fund as of the Deposit only Escrow Termination Date, if any. (e) Notwithstanding the foregoing, if on the Escrow Termination Date, any claim by a Purchaser Indemnified Party has been made that could result in a Loss that is subject to indemnification pursuant to Article IX hereof, and the Purchaser has notified the Escrow Agent and the Selling Parties of such in writing, and such claim remains unpaid, then there shall be withheld from the distribution to the Selling Parties such amount of the Escrow Fund within the applicable escrow account as is reasonably necessary to cover any such Loss resulting from such pending claim in accordance with the following provisions: a. terms of the Escrow Agent Agreement, and such withheld amount shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: either be (i) paid to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or Purchaser or (ii) paid to Sellereach Selling Party as provided in Section 9.06(c), after receipt as determined upon final resolution of Seller’s demand such claim or claims in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive accordance with the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery terms of the Deposit, Escrow Agent Agreement and Article IX hereof (and the escrow shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order continued in effect until such final resolution of such party, (ii) an unendorsed official bank claim 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 partyclaims). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold Notwithstanding anything to the Deposit in escrow and shall dispose contrary contained herein, the parties agree that to the extent any of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit New Permits have not been issued to Seller or Buyer, as the case may be, as follows: (i) cannot be transferred to Seller, upon completion of Buyer on or before the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to SellerDate, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. New Permit Assets related to such New Permit: (a) the parties shall enter into an escrow agreement at Closing containing the terms and conditions set forth in this Section 2.10 and such other terms and conditions as may be mutually agreeable; (b) there shall be deducted from the Purchase Price and deposited by Buyer with the Escrow Agent an amount equal to the Escrow Amount for each such New Permit which has not been issued or is not transferable; (c) Seller shall operate the New Permit Assets on behalf of Buyer, as Buyer's agent. Seller shall pay all expenses of such operations from revenues derived from such sites (provided, that if such expenses exceed revenues, Buyer shall reimburse Seller for the excess upon termination of the escrow) and Seller shall deliver to Buyer on or before the Deposit15th of each month a statement, certified by Seller, setting forth Seller's determination of the Cash Flow for each site for the New Permit for the preceding month; (d) upon issuance of the New Permit, the Escrow Amount for such New Permit, together with interest, shall be released from escrow to Seller provided, however, that simultaneously therewith Seller shall deliver to Buyer an amount equal to the aggregate Cash Flow since the Closing Date for the site for the New Permit; (f) Seller hereby agrees to repurchase from Buyer all New Permit Assets related to any or all New Permits which have not been issued or obtained by December 15, 1997, upon written request by Buyer given on or prior to December 30, 1997, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable purchase price equal to the order Escrow Amount for such New Permit Assets, plus interest, less the aggregate Cash Flow since the Closing Date for such New Permit Assets and the purchase shall be effected on or prior to December 31, 1997 as follows: Buyer shall execute and deliver appropriate transfer documents in favor of such partySeller, the aggregate Cash Flow since the Closing Date shall be retained by Seller and the Escrow Amount plus interest earned thereon, shall be delivered from the Escrow to Buyer; and (iig) an unendorsed official bank or cashier's check payable Notwithstanding anything to the order contrary contained in this Section 2.10, if any New Permit is not issued because the Site Lease for the site for any such New Permit is cancelled or terminated after the Closing through no act or omission of such partySeller's, or the option contained in subsection (iiif) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand will not apply to the other party. Within ten New Permit Assets related to such New Permit and the Escrow Amount plus interest earned thereon shall be released from escrow to Seller within five (105) days after cancellation or Termination of the date of receiving sameSite Lease; provided that simultaneously therewith Seller shall deliver to Buyer an amount equal to the aggregate Cash Flow since the Closing Date for such New Permit Assets. In the event that on or before the Closing, but not thereaftera Permit is cancelled or terminated, it shall be deemed a New Permit hereunder, and, in each case, the other party may object to delivery Structures, Permits, Site Leases and Advertising Services Agreements associated therewith shall be deemed New Permit Assets for all purposes hereunder, including without limitation the provisions of the Deposit to the party making such demand by giving a notice of objection (a "this Section 2.10.

Escrow. On the Closing Date, Purchaser will deposit in escrow with the Escrow Agent, on behalf of and in the name of the Stockholders, certificates representing fifteen (15%) percent of the number of whole shares of Purchaser Common Stock, comprised of 15% of the Unvested Shares and 15% of the unrestricted shares of Purchaser Common Stock, that such Stockholders have the right to receive pursuant to the provisions of Section 1.8 (the "Escrow Shares"). Two-thirds of the Escrow Shares so deposited shall be retained by the Escrow Agent, pursuant to the Escrow Agreement, to secure the Stockholders' indemnification and certain other obligations to Purchaser, for a period of 1 year after the Closing Date and shall be available to Purchaser to satisfy claims in accordance with Section 9; provided, however that if an indemnification claim is pending at the expiration of such 1 year period, the Escrow Agent shall hold retain a number of Escrow Shares required to satisfy such claim(s) until resolution of such claim(s). The remaining one-third of the Deposit in escrow Escrow Shares so deposited shall be retained by the Escrow Agent, pursuant to the Escrow Agreement, to secure the Stockholders' indemnification obligations pursuant to Section 9.2(a)(vi) for a total of four (4) years after the Closing Date and shall dispose be available to Purchaser in accordance with Section 9; provided, however that if an indemnification claim is pending at the expiration of such 4 year period, the Deposit only Escrow Agent shall retain a number of Escrow Shares required to satisfy such claim(s) until resolution of such claim(s). Where a Stockholder includes in its deposit of Escrow Shares, Unvested Shares together with other shares of Purchaser Common Stock that are not restricted, the shares deposited that are not restricted shall be used to satisfy claims made pursuant to Section 9, if any, before Unvested Shares are so used. Escrow Shares that are Unvested Shares shall vest on the same vesting schedule as Unvested Shares held outside of escrow. At such time as any Stockholder is entitled to a release of Escrow Shares from escrow any such release by the Escrow Agent shall be in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms 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 Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (i) At Closing, the Buyer will (in accordance with Section 2.1(d)(ii)(B)) deliver to the Escrow Agent shall hold the Deposit Escrow Amount to be held in escrow pursuant to the Escrow Agreement and shall dispose of the Deposit only to be disbursed in accordance with the following provisions: a. terms of this Agreement and the Escrow Agreement. The Escrow Account, together with any interest and earnings thereon, shall be held by the Escrow Agent shall deliver and released by the Deposit Escrow Agent to Seller the Surviving Corporation, the Paying Agent or the Buyer, as applicable, in accordance with the case may be, as follows: (i) to Seller, upon completion terms of the Closing (which shall constitute a credit towards the Purchase Price); orEscrow Agreement. (ii) Any portion of the Escrow Fund disbursed pursuant to Sellerthe Escrow Agreement for the benefit of the Company Equityholders or parties to Transaction Incentive Compensation Agreements set forth on Schedule 10, after receipt shall be disbursed in accordance with this Section 2.1(e)(ii). A portion of Seller’s demand in which Seller certifies either that such disbursed amount equal to the amount due under the Transaction Incentive Compensation Agreements set forth on Schedule 10 on account of payments from the Escrow Fund, as set forth on the Closing Date Allocation Schedule (A) Buyer has defaulted under this subject to reduction pursuant to the Escrow Agreement), or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive shall be paid by the Deposit; but Escrow Agent to the Surviving Corporation pursuant to the terms of the Escrow Agreement for payment to the parties to the Transaction Incentive Compensation Agreements set forth on Schedule 10 (which amount shall not honor Seller's demand until more be paid by the Surviving Corporation to such holder, subject to any applicable withholding as provided in Section 2.7). A portion of such disbursed amount equal to the Escrow Pro Rata Share (after taking into account amounts due under the Transaction Incentive Compensation Agreements set forth on Schedule 10 on account of payments from the Escrow Fund) that is represented by each share of Company Stock, other than ten (10Series B Preferred Stock, converted pursuant to Section 2.1(c) days after shall be paid by the Escrow Agent has given a copy to the Paying Agent pursuant to the terms of Seller Seller’s demand the Escrow Agreement for payment to Buyer, nor thereafter if the holder thereof. A portion of such disbursed amount equal to the Escrow Pro Rata Share that is represented by each Company Option (after taking into account amounts due under the Transaction Incentive Compensation Agreements set forth set forth on Schedule 10 on account of payments from the Escrow Fund) shall be paid by the 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 the Surviving Corporation pursuant 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 terms of the Deposit, Escrow Agent Agreement for payment to the holder thereof (which amount shall be relieved of all liability hereunder and with respect paid by the Surviving Corporation to the Deposit. Escrow Agent shall deliver the Depositsuch holder, at the election of the party entitled subject to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyany applicable withholding as provided in Section 2.7). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. On the Closing Date, Buyer will deposit with an escrow agent mutually agreeable to Seller and Buyer (the “Escrow Agent shall hold Agent”) the Deposit Escrow Amount to be held in escrow pursuant to the terms and shall dispose conditions of an Escrow Agreement in the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit form mutually agreeable to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive (the Deposit; but “Escrow Agent shall not honor Buyer's demand until more than ten (10Agreement”) days after Escrow Agent has given for the purpose of providing a copy source of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 reimburse Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other partyfor any Buyer Loss. Within ten (10) days after the date of receiving same, but not thereafterClosing Working Capital has been finally determined in accordance with Section 2.06, the other party may object Escrow Agent shall be directed to delivery distribute from the Escrow Amount the amount of One Million Five Hundred and No/100 ($1,500,000.00), (i) less any Post-closing Adjustment Amount entitled to be received by Buyer pursuant to Section 2.06; and (ii) less the amount of any Buyer Loss paid or payable from the Escrow Amount for which Buyer has given proper notice; payable pro rata to each of the Deposit holders of Seller Common Stock who were entitled to receive the Merger Consideration pursuant to Section 2.02(a). Pursuant to the party making such demand by giving a Escrow Agreement, Buyer must provide the Selling Parties Representative with notice of claims, in the form of an officer’s certificate for any Buyer Loss for which Buyer seeks recovery or before 11:59 p.m. Eastern Time on the first anniversary of the Closing Date (the “Expiration Date”). Pursuant to the terms of the Escrow Agreement, Buyer shall be paid from the Escrow Amount the amount equal to the Buyer Loss for which there is no objection (a "in the periods set forth in the Escrow Agreement or for which any objection has been resolved, or is deemed to have been resolved, in accordance with the provisions of the Escrow Agreement. Any remaining Escrow Amount and interest at the Expiration Date, except for adequate reserves for pending claims, shall be distributed pro rata to each of the holders of Seller Common Stock who were entitled to receive the Merger Consideration pursuant to Section 2.02(a).

Escrow. BUYER and SELLER authorize LAW OFFICES OF ▇▇▇▇▇▇ ANON Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: Address: ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ to act as "Escrow Agent shall hold the Deposit in escrow Agent" to receive funds and shall dispose of the Deposit only other items and, subject to clearance, disburse them in accordance with the following provisions: a. terms of this Contract. Escrow Agent shall deliver the Deposit will deposit all funds received in [x] a non-interest bearing escrow account [ ] an interest bearing escrow account with interest accruing to Seller or Buyer, as the case may be, as follows: _____________________ with interest disbursed (icheck one) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if [ ] at closing [ ] at ___________ intervals. If Escrow Agent receives conflicting demands or has a Notice of Objection good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (defined belowa) from Seller within such ten (10) day period. b. Upon delivery hold the subject matter of the Depositescrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent shall will be relieved of released from all liability hereunder and with respect except for the duty to the Depositaccount for items previously delivered out of escrow. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) If a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16licensed real estate broker, Escrow Agent shall send will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a copy party because of acting as agent hereunder or interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such demand fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. Within ten (10) days after The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or SELLER of escrowed items, unless the date misdelivery is due to Escrow Agent's willful breach of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "this Contract or gross negligence.

Escrow. The Tier I Escrow Agent Agreement shall hold provide for ------ the Deposit distribution of escrow funds in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver amounts and upon the Deposit to Seller or Buyer, as the case may be, as followsfollowing occurrences: (i) $800,000 of the escrow funds, together with all interest earned since the Tier I Closing Date on that amount, shall be disbursed to Sellerthe ▇▇▇▇▇▇▇▇ Payee upon completion and filing with ED of compliance audits for each of the Tier I Schools covering the period July 1, 1995 through June 30, 1996, as required by the provisions of 34 C.F.R. (SEC.) 668.23, which Buyer agrees to seek to file not later than 120 days but shall file no later than 150 days following the Tier I Closing Date; provided, however, if such compliance audits reflect potential liabilities in excess of $10,000 for any Tier I School, Buyer shall provide the Selling Parties with the opportunity to review and comment on a draft of such audits prior to the filing thereof and shall cooperate in good faith with the Selling Parties to incorporate any comments the Selling Parties may have with respect to such audits. In the event that any such compliance audits establish a claim for indemnification under Section 9.12 of this Agreement, the escrow agent will continue to retain an amount sufficient to satisfy such claims up to $800,000 of the escrow funds, which retained amount shall be released to the ▇▇▇▇▇▇▇▇ Payee, together with all interest earned on such funds since the Tier I Closing Date, upon completion resolution of the compliance audits and payment of any such claim, if any, by Selling Parties once such indemnification claim is Definitively Resolved. At the option of the ▇▇▇▇▇▇▇▇ Payee, the ▇▇▇▇▇▇▇▇ Payee may execute an instruction in accordance with the Tier I Escrow Agreement directing the escrow agent to pay to the applicable creditors that amount of the funds in the escrow account necessary to satisfy the liabilities of the Selling Parties with respect to such compliance audits (together with all interest earned since the Tier I Closing (which shall constitute a credit towards Date on the Purchase Price); orfunds so released) and to release to the ▇▇▇▇▇▇▇▇ Payee the difference between such amount and $800,000 of the funds in the escrow account, together with all interest earned since the Tier I Closing Date on the funds so released to the ▇▇▇▇▇▇▇▇ Payee. (ii) the difference between $800,000 of the escrow funds less the amount of the Final TFC Payment (as defined below) (the "Reduced Release Amount"), together with all interest earned since the Tier I Closing Date on that amount, shall be released to Sellerthe ▇▇▇▇▇▇▇▇ Payee on the second (2d) anniversary of the Tier I Closing Date; provided, after receipt however, the escrow agent will continue to retain an amount therefrom sufficient to satisfy any indemnification claims under Section 9.12 which have been noticed in accordance with Section 9.14 of Seller’s demand this Agreement up to the Reduced Release Amount of the escrow funds, which retained amount shall be released, together with all interest earned on such funds since the Tier I Closing Date, upon resolution of the pending indemnification claims and payment of any liability amounts owed by Selling Parties once such claim is Definitively Resolved. At the option of the ▇▇▇▇▇▇▇▇ Payee, the ▇▇▇▇▇▇▇▇ Payee may execute an instruction in accordance with the Tier I Escrow Agreement directing the escrow agent to pay to the applicable creditor(s), up to the amount of Reduced Release Amount, that amount of the funds in the escrow account necessary to satisfy the resolved indemnification claims and to release to the ▇▇▇▇▇▇▇▇ Payee the difference between such amount and the Reduced Release Amount in the escrow account, in each case, together with all interest earned since the Tier I Closing Date on the funds so released, to such creditor(s) and to the Selling Parties, as applicable. (iii) $800,000 of the escrow funds, together with all interest earned since the Tier I Closing Date on that amount, shall be released to the ▇▇▇▇▇▇▇▇ Payee on the earlier of the following ("Release Date"): (1) conduct of a program review by ED with respect to at least nine (9) of the Schools pursuant to which Seller certifies either ED does not assert Title IV liabilities in an aggregate amount in excess of $800,000, for periods prior to the Tier I Closing Date; or (2) the second (2d) anniversary of the Tier I Closing Date; provided, however, the escrow agent will continue to retain an amount sufficient to satisfy any indemnification claims under Section 9.12 which have been noticed in accordance with Section 9.14 of this Agreement prior to the Release Date up to $800,000 of the escrow funds, which retained amount shall be released to the ▇▇▇▇▇▇▇▇ Payee, together with all interest earned on such funds since the Tier I Closing Date, upon resolution of the pending indemnification claims and payment of any liability amounts owed by Selling Parties in connection therewith once such claims are Definitively Resolved (as defined herein). At the option of the ▇▇▇▇▇▇▇▇ Payee, the ▇▇▇▇▇▇▇▇ Payee may execute an instruction in accordance with the Tier I Escrow Agreement directing the escrow agent to pay to the applicable creditor(s) that amount of the funds in the escrow account necessary to satisfy the resolved indemnification claims and to release to the ▇▇▇▇▇▇▇▇ Payee the difference between such amount and $800,000 of the funds in the escrow account, in each case, together with all interest earned since the Tier I Closing Date on the funds so released to creditors and to the Selling Parties, as applicable. (iv) Buyer shall receive a reduction to the Purchase Price equal to 40% of the Bid Price for any Florida School as listed on EXHIBIT ------- B ("CDR Adjustment Amount") if any such School's official cohort default rate for FY 1995 and FY 1996 exceeds 25%, up to an aggregate maximum CDR Adjustment Amount of $1,000,000 for all such Schools, upon the following conditions: After the Tier I Closing, in the event that Buyer receives notice that the official FY 1995 cohort default rate for any Florida School listed on EXHIBIT B is greater ------- than 25%, (a) if the aggregate CDR Adjustment Amount is greater than $500,000, the escrow agent will retain the CDR Adjustment Amount up to an aggregate maximum amount of $1,000,000 for all such Schools, and (b) if the aggregate CDR Adjustment Amount is less than $500,000, the escrow agent will release to the ▇▇▇▇▇▇▇▇ Payee the difference between $500,000 and the CDR Adjustment Amount, if any. In the event that any Florida School in respect of which the escrow agent is retaining the CDR Adjustment Amount receives notice that the official FY 1996 cohort default rate for such School is greater than 25%, then the escrow agent will pay the CDR Adjustment Amount with respect to such School to the Buyer, in accordance with the provisions of the Tier I Escrow Agreement and will release to the ▇▇▇▇▇▇▇▇ Payee the difference between the CDR Adjustment Amount retained and the amount so released to Buyer. If, however, any Florida School in respect of which the escrow agent is retaining the CDR Adjustment Amount receives notice that the official FY 1996 cohort default rate for such School is less than 25%, the escrow agent will pay such CDR Adjustment Amount to the ▇▇▇▇▇▇▇▇ Payee; provided, however, that the aggregate amount so paid to the ▇▇▇▇▇▇▇▇ Payee will not exceed $500,000. Notwithstanding the foregoing, in the event that all of the Florida Schools listed on EXHIBIT B have received notice of their pre-publication cohort default rate for ------- FY 1995 and one or more of such Schools' pre-publication cohort default rates for FY 1995 is less than 12%, the escrow agent shall pay the ▇▇▇▇▇▇▇▇ Payee the lesser of (A) Buyer has defaulted under this Agreement, $500,000 or (B) this Agreement has been otherwise terminated the amount equal to the potential CDR Adjustment Amount for such School or cancelledSchools with pre-publication cohort default rates less than 12%; provided, however, that the Selling Parties will be required to repay that amount to Buyer in the event that Buyer receives notice that the official cohort default rate for FY 1995 for such School or Schools is greater than 25%. In the event that the official cohort default rate for 1995 for any Florida School listed on EXHIBIT B is greater than 25% and Seller such School receives notice ------- that its pre-publication cohort default rate for FY 1996 is thereby entitled less than 12%, an amount equal to receive the Depositpotential CDR Adjustment Amount for that School will be released to the ▇▇▇▇▇▇▇▇ Payee; but Escrow Agent provided, however, that the amount so paid to the ▇▇▇▇▇▇▇▇' Payee shall not honor Seller's demand until more exceed the amount equal to (y) $500,000 less (z) the aggregate amount previously released to the ▇▇▇▇▇▇▇▇ Payee under this Section 2.2.3(b)(iv) and, provided, further that the Selling Parties will be required to repay that amount to Buyer in the event that Buyer receives notice that the official cohort default rate for FY 1996 for that School is greater 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; or25%. (iiiv) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that On the second (A2d) 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 anniversary of the DepositTier I Closing Date, Escrow Agent the Final TFC Payment shall be relieved released to Buyer from the Escrow Amount. For purposes of all liability hereunder and with respect this Section 2.2.3(b)(v) only, if the Final TFC Payment exceeds the amount of escrow funds remaining in the Escrow Account at such second (2d) anniversary, Buyer shall have full recourse to collect from ▇▇▇▇▇▇▇▇ the Depositamount of such excess. Escrow Agent shall deliver the Deposit, at the election The term "Final TFC Payment" means an amount equal to one-half (1/2) of the party entitled to receive difference between (y) the same, by TFC Adjustment (ias defined in Section 2.8(c) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection Secondary Agreement) less (a "z) $800,000.

Escrow. Escrow Agent shall hold (a) At the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall Closing, ▇▇▇▇▇ will deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the sameAmount, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds funds, to an account designated the Escrow Account with the Escrow Agent pursuant to the Escrow Agreement. Subject to Section 2.13(b), the Escrow Amount plus all earnings thereon (the “Escrow Funds”) will be available to satisfy any Indemnification Claims made by a Buyer Indemnitee until the Expiration Date and any unclaimed amounts shall be released and distributed to Integrity (for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such partySeller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers) after the Expiration Date. c. Upon receipt (b) If there is an Unresolved Claim that is made by Buyer or any Buyer Indemnitee (in either case, acting in good faith) that is outstanding as of the Expiration Date, then Buyer’s right to recourse with respect to such Unresolved Claim shall be equal to the sum of such Unresolved Claim and shall survive after the Expiration Date until such time as such claim is fully and finally resolved and any applicable funds have been distributed to the Buyer Indemnitee, at which time the remaining balance thereof shall be released and distributed to Integrity (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 written demand from Seller or Buyer under Section 16, Indemnitee pursuant to ARTICLE VII hereof shall be paid by the Escrow Agent from the Escrow Funds in accordance with Section 2.13 hereof and the Escrow Agreement; provided, that nothing in this Section 2.13 shall send a copy limit or expand the rights of such demand any Buyer Indemnitee under ARTICLE VII hereof. With respect to matters relating to disbursements from the Escrow Account, ▇▇▇▇▇ and each Seller each agrees to execute joint written instructions to the other party. Within ten Escrow Agent in a manner consistent with the terms and conditions of this Agreement. (10c) days after For the date avoidance of receiving samedoubt, but not thereafter, ▇▇▇▇▇ and each Seller agrees and acknowledges that disbursements may be made to Buyer in accordance with the other party may object to delivery provisions of this Agreement and the Deposit Escrow Agreement from the Escrow Account at any time and from time prior to the party making such demand by giving a notice of objection (a "Expiration Date.

Escrow. (a) At the Effective Time, Parent shall deliver or cause the Surviving Corporation to deliver (i) the Escrow Consideration and the Management Carve-Out Escrow Consideration (collectively, the “Escrow Amount”) and (ii) the Representative Fund Consideration and the Management Carve-Out Representative Fund Consideration (collectively, the “Representative Fund Amount”) to JPMorgan Chase Bank, National Association, as escrow agent (the “Escrow Agent”) pursuant to the provisions of the escrow agreement in the form attached as Exhibit B hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Representative (the “Escrow Agreement”). The Escrow Agreement shall hold be executed at the Deposit Closing by and among Parent, the Representative, on behalf of the Indemnifying Securityholders, and the Escrow Agent, and shall provide Parent with recourse against the shares of Parent Common Stock held in escrow as the Escrow Amount by the Escrow Agent (the “Escrow Shares”) with respect to any and all Parent Claims made under Section 14, subject to the terms and conditions set forth in the Escrow Agreement and in this Agreement. The Escrow Shares (or any portion thereof) shall be distributed to the Indemnifying Securityholders and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The escrow described above shall commence at the Effective Time. (b) On the 18-month anniversary of the Closing Date (the “First Expiration Date,” and the period commencing at the Effective Time and ending on the First Expiration Date shall be referred to as the “First Escrow Period”), if the number of Escrow Shares then in escrow exceeds two- thirds of the number of Escrow Shares deposited into escrow at the time of Closing, as adjusted for any stock split, dividend or the like (the “Two-Thirds Escrow Number”), then a number of Escrow Shares equal to the Two-Thirds Escrow Number shall be retained in escrow and the remaining Escrow Shares shall dispose of be released to the Deposit only Indemnifying Securityholders in accordance with the following provisions: a. Escrow Agent Agreement; provided, however, that if any Parent Claims remain unsatisfied on the First Expiration Date, no Escrow Shares shall deliver be released to the Deposit Indemnifying Securityholders if and to Seller or Buyer, as the case may be, as follows:extent that the release of such Escrow Shares would cause the number of Escrow Shares remaining in escrow to be less than the sum of (i) the Two-Thirds Escrow Number, plus (ii) 100% of the number of Escrow Shares which, in the reasonable judgment of Parent (subject to Sellerthe objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9), upon completion is necessary to satisfy any unsatisfied Parent Claims properly asserted on a timely basis by a Parent Indemnified Party on or prior to the First Expiration Date in any Officer’s Certificates delivered to the Representative pursuant to Section 14. (c) On the 36-month anniversary of the Closing Date (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, “Second Expiration Date,” and the period commencing immediately after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery expiration of the Deposit, First Escrow Agent Period and ending on the Second Expiration Date shall be relieved referred to as the “Second Escrow Period”), any and all Escrow Shares that remain in escrow on such date shall be released from escrow; provided, however, that the portion of all liability hereunder and with respect the Escrow Shares which, in the reasonable judgment of Parent (subject to the Deposit. Escrow Agent shall deliver the Deposit, at the election objection of the party entitled Representative and the subsequent resolution of the matter in the manner provided in Section 14.9), is necessary to receive the same, satisfy any unsatisfied Parent Claims properly asserted on a timely basis by (i) a good, unendorsed certified check of Escrow Agent payable Parent Indemnified Party on or prior to the order of such partyFirst Expiration Date or Second Expiration Date, (ii) an unendorsed official bank or cashier's check payable as applicable, in any Officer’s Certificates delivered to the order of Representative pursuant to Section 14 shall remain in the foregoing escrow until such partyclaims have been finally resolved, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyor, if earlier, until released in accordance with Section 14.9 below. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Immediately prior to the Effective Time, an escrow (the "Escrow") shall be established with a bank or trust company designated by the Parent and reasonably acceptable to the Shareholders (the "Escrow Agent") on the terms set forth in Sections 9.6 through 9.9 (collectively, the "Escrow Terms"). At the Closing, the Escrow Shares shall be deposited with the Escrow Agent by the Parent. The Escrow shall hold be established pursuant to an escrow agreement (the Deposit "Escrow Agreement") between the parties hereto containing substantially the Escrow Terms and in the form attached hereto as Exhibit C with such changes as are reasonably requested by the Escrow Agent. The Escrow Shares and any Additional Escrow Shares shall constitute the escrow fund (the "Escrow Fund") and to be governed by the Escrow Terms and the Escrow Agreement. Subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Fund shall dispose be available to satisfy Shareholders' indemnity obligations under this Article IX. Anything to the contrary in this Agreement notwithstanding, the Shareholders shall have the right to require the Parent Indemnitees to collect on their indemnity claims against the Shareholders under this Agreement by first pursuing and seeking recovery against the Escrow Shares (with the Escrow Shares used to satisfy such indemnity obligations valued at the Per Share Value as of the Deposit only Effective Date) rather than seeking a cash indemnity payment from the Shareholder (providing that the foregoing shall not preclude the Parent Indemnities from seeking such cash payments in accordance with the following provisions: a. event the Escrow Funds are exhausted). In the event Parent issues any Additional Escrow Shares, such shares will be held by Escrow Agent shall deliver in the Deposit to Seller or Buyer, same manner as the case may be, as follows:Escrow Shares delivered at the Closing. The Parent shall pay the fees and expenses of the Escrow Agent. (ib) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand Except for dividends declared and paid in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and FNIS Common Stock with respect to the Deposit. Escrow Agent Shares ("Additional Escrow Shares"), which shall deliver the Depositbe treated as Escrow Shares pursuant to Section 9.6(a) hereof, at the election any cash dividends, dividends payable in securities (other than FNIS Common Stock) or other distributions of any kind made in respect of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable Shares will be promptly delivered and paid to the order Shareholders. The Shareholders will have all voting rights with respect to the Escrow Shares deposited in the Escrow Fund so long as such Escrow Shares are held in Escrow, and Parent will take all reasonable steps necessary to allow the exercise of such party, (ii) an unendorsed official bank or cashier's check payable rights. While the Escrow Shares remain in the Escrow Fund pursuant to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafterthis Agreement, the Shareholders will retain and will be able to exercise all other party may object to delivery incidents of the Deposit to the party making such demand by giving a notice ownership of objection (a "said Escrow Shares that are not inconsistent with this Agreement.

Escrow. Escrow Agent shall hold (a) At the Deposit in escrow and shall dispose Closing, Buyer, on behalf of the Deposit only in accordance with Sellers, will pay the following provisions: a. Indemnity Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the sameAmount, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds funds, to an escrow account designated at Bank of America, National Association, or any other escrow agent agreed to by such partyBuyer and the Company (the “Escrow Agent”) pursuant to an escrow agreement agreed to by Buyer and the Company that contains substantially similar material terms as the escrow agreement attached as Exhibit C (the “Escrow Agreement”). Subject to Section 1.4(b), the Indemnity Escrow Amount plus all earnings thereon (the “Indemnity Escrow Funds”) will be available to satisfy any indemnification obligations of Sellers under this Agreement occurring within one (1) year of the Closing Date, and the remaining balance thereof shall be released and distributed to the Sellers’ Representative (on behalf of the Sellers) on the first (1st) anniversary of the Closing Date. c. Upon receipt (b) If Buyer or any Buyer Indemnified Party (acting in good faith) has submitted to Sellers’ Representative a notice for indemnification under Article 9 of this Agreement on or prior to the release date to Sellers of the Indemnity Escrow Funds, then Buyer’s right to recourse against the Indemnity Escrow Funds shall survive until such time as such claim is fully and finally resolved, at which time the remaining balance thereof shall be released and distributed to the Sellers’ Representative (on behalf of the Sellers). Any amount due to a written demand from Seller or Buyer under Section 16Indemnified Party pursuant to Article 9 hereof shall, at Buyer’s option, be paid by the Escrow Agent shall send a copy of such demand from the Indemnity Escrow Funds to the other partyextent of funds available thereunder and in accordance with the procedures set forth in the Escrow Agreement; provided, that nothing in this Section 1.4 shall limit or expand the rights of any Buyer Indemnified Party under Article 9 hereof. Within ten (10) days after With respect to matters relating to disbursements from the date of receiving sameIndemnity Escrow Funds, but not thereafter, Buyer and the other party may object Sellers’ Representative each agree to delivery of the Deposit execute joint written instructions to the party making such demand by giving Escrow Agent in a notice manner consistent with the terms and conditions of objection (a "this Agreement.

Escrow. (a) At the Closing, the Purchaser will deposit into an escrow account (the “Escrow Account”) established for such purpose with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to an escrow agreement by and among the Purchaser, the Shareholder Representative and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.8(a) (the “Escrow Agreement”), (i) $15.0 million, consisting of the Stock Merger Consideration valued at the Purchaser Stock Value (the “Escrowed Shares”), by delivery of shares into a book position in the name of the Escrow Agent, and (ii) $1.0 million in cash by wire transfer to an account designated by the Escrow Agent (the “Escrowed Cash”). The Escrowed Shares will be held in the Escrow Account to act as a source of payment of the indemnification obligations of the Company Shareholders under Article VIII and the Escrowed Cash will be held in the Escrow Account as a source of payment for any Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c). (b) The Escrowed Shares shall be released from the Escrow Account to the Paying Agent, for further distribution by the Paying Agent to the Company Shareholders ratably based on their respective Pro Rata Shares in accordance with this Agreement. For all purposes under the Escrow Account, the Escrowed Shares shall be valued at the Purchaser Stock Value. Notwithstanding anything to the contrary herein, no fraction of an Escrowed Share shall be released from the Escrow Account and all releases of Escrowed Shares shall be rounded to the nearest whole Escrowed Share. (c) Following the determination of the Final NWC pursuant to Section 2.11(a) and, if payable, the payment of the Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c), the Escrow Agent shall hold release from the Deposit in escrow Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders, the holders of Company Options and shall dispose the holders of Performance Units pursuant to Section 2.10(b)) any remaining portion of the Deposit only in accordance with Escrowed Cash. On the following provisions: a. 15-month anniversary of the Closing Date (the “Escrow Period Expiration Date”), the Escrow Agent shall deliver release from the Deposit Escrow Account to Seller the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) any remaining portion of the Escrowed Shares minus Escrowed Shares equal in value to the sum of the aggregate amount of unsatisfied or Buyerdisputed claims for Losses specified in Indemnity Claim Notices delivered by the Purchaser to the Shareholder Representative on or prior to the Escrow Period Expiration Date (such aggregate amount of unsatisfied or disputed claims for Losses, the “Pending Claims Amount”). The Escrow Agent shall continue to hold the Pending Claims Amount corresponding to each claim for Losses until the final resolution of such claim, at which point, as and when such claim is resolved, the Escrow Agent shall release shares of Purchaser Stock equal in value to the appropriate portion of the Pending Claims Amount to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) and/or to the Purchaser, as the case may be, as follows:depending upon resolution of such claim. (id) The Purchaser, the Company and the Shareholder Representative each agree to Sellerpromptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent) requested by the other to effect releases of Escrowed Cash and Escrowed Shares from the Escrow Account, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) each case in accordance with this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. To provide for an escrow account or accounts to secure and to serve as a fund in respect of the indemnification obligations of the Sellers and Owners under this Agreement, Buyer, the Sellers’ Representatives and the Escrow Agent at Closing shall hold enter into an Escrow Agreement substantially in the Deposit form of Exhibit B (the “Escrow Agreement”). At Closing, the Buyer shall deposit the Escrow Shares with the Escrow Agent to be held in escrow and shall dispose an account or accounts (the “Escrow Account”) pursuant to the terms of the Deposit only Escrow Agreement. Except with respect to Escrow Shares that have been previously distributed from the Escrow Account to Buyer pursuant to the Escrow Agreement, and except with respect to Escrow Shares retained to fund Buyer Indemnified Persons’ indemnity claims made in accordance with Article 7 on or before the twenty-seventh (27th) month anniversary following the Closing Date (the “Escrow Period”), all Escrow Shares in the Escrow Account shall be distributed to the Owners in accordance with the following provisions: a. Escrow Agent shall deliver Agreement on the Deposit to Seller or Buyer, as third Business Day after the case may be, as follows: (i) to Seller, upon completion expiration of the Closing (which shall constitute a credit towards the Purchase Price)Escrow Period; or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either provided that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to any pending claim, promptly following resolution of such pending claim, the Deposit. Escrow Agent shall deliver the DepositShares, at the election of the party entitled if any, retained to receive the samefund such pending claim which have not been paid, by (i) a good, unendorsed certified check of Escrow Agent which are not payable to any Buyer Indemnified Person pursuant to Article 7 in connection with such resolution, and which are not required to remain in the order of such partyEscrow Account to satisfy other pending claims, (ii) an unendorsed official bank or cashier's check payable shall be distributed to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyOwners. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) A portion of the Merger Consideration issuable pursuant to Section 1.6 hereof in respect of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time of the Merger (excluding Dissenting Shares) equal to the Escrow Stock Percentage in the case of Merger Stock and the Escrow Cash Percentage in the case of Merger Cash, will, without any act of any Company Shareholder, be deposited with the Escrow Agent shall hold (such deposited amount, the Deposit “Escrow Amount”), such deposit to constitute the Escrow Fund to be governed by the terms of Article 7 (such shares of Parent Common Stock and cash deposited in escrow the Escrow Fund, the “Escrow Shares” and shall dispose the “Escrow Cash,” respectively). The portion of the Deposit only Escrow Shares and Escrow Cash, respectively, contributed by each Company Shareholder shall be based on the proportion that the Merger Cash and the Merger Stock to be issued to such Company Shareholder in respect of shares of Company Capital Stock held by such Company Shareholder immediately prior to the Effective Time of the Merger bears to the aggregate Merger Cash and Merger Stock to be issued in respect of all shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time of the Merger (excluding Dissenting Shares). Set forth opposite each Company Shareholder’s name in Schedule 1.8 delivered prior to the Closing is a preliminary schedule showing the Escrow Shares and Escrow Cash to be contributed by each such Company Shareholder, subject to adjustment for Vesting of Company Options and other occurrences between the date of this Agreement and the Closing Date that affect allocation of Merger Consideration, and adjustment as a result of Dissenting Shares. (b) With respect to Dissenting Shares, a portion of any amount deemed payable to such dissenting Company Shareholders pursuant to Chapter 13 of California Law equal to the Escrow Percentage shall, upon the conclusion of such process and to the extent consistent with California Law, be withheld by Parent and deposited with the Escrow Agent pursuant to the terms of this Section 1.8(c) (provided, however, that such amount be decreased proportionately if Escrow Shares and Escrow Cash have previously been released from the Escrow Fund to Company Shareholders pursuant to the terms hereof). (c) As soon as practicable after the Effective Time of the Merger, and subject to and in accordance with the following provisions: a. provisions of Article 7 hereof, Parent shall cause to be distributed to the Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a goodcertificate or certificates representing the aggregate number of shares of Parent Common Stock included in the Escrow Shares, unendorsed certified check which shall be registered in the name of the Escrow Agent and (Y) a wire transfer in the amount of the aggregate amount of Escrow Agent payable Cash. Such shares and cash deposited in the Escrow Fund shall be beneficially owned by the holders on whose behalf such shares and cash were deposited in the Escrow Fund. The Merger Consideration deposited in the Escrow Fund shall be available to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partycompensate Parent as provided in Article 7. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold (a) At the Deposit Closing, immediately after the delivery to the Stockholders of certificates for the shares of Envirogen Common Stock to be issued in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or BuyerMerger, as the case may be, as follows: (i) the Stockholders shall deliver to SellerSummit Bank as escrow agent (the "Escrow Agent"), upon completion of certificates representing the Closing (which shall constitute a credit towards Escrow Shares duly endorsed in blank for transfer by the Purchase Price); or Stockholders and (ii) Envirogen will deliver to Seller, after receipt the Escrow Agent the Escrow Money. The Escrow Shares and the Escrow Money shall be held by the Escrow Agent in escrow pursuant to the terms of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Section 8.02 and the terms of the Escrow Agreement, or and the Escrow Agent and the Surviving Corporation are hereby granted a security interest in the Escrow Shares and the Escrow Money, as security for any right to indemnification the Surviving Corporation may have under Section 8.01 hereof and as security for the Stockholders' timely performance of the their obligations under Section 2.05 hereof. (Bb) this Agreement has been otherwise terminated or cancelled, and Seller If the Surviving Corporation determines that it is thereby entitled to be indemnified pursuant to Section 8.01 or that an amount is owed pursuant to Section 2.05 hereof, it shall so notify the Stockholders of the nature of the claim and the amount (estimated or actual) of the Loss. Subject to the rights of the Stockholders pursuant to Section 8.02(c) hereof, all amounts payable to the Surviving Corporation pursuant to Sections 8.01 and 2.05 shall be paid first in cash from the Escrow Money and then from the Escrow Shares. The number of Escrow Shares to be transferred to the Surviving Corporation pursuant to this Section 8.02(b) shall equal the remaining amount of the Loss so incurred (after any payments in cash in respect thereof from the Escrow Money) divided by the average of the daily closing prices of a share of Envirogen Common Stock as reported by the Nasdaq SmallCap Market during the period of ten trading days ending on the last trading day prior to the date of receipt by the Stockholders of the notice described in this Section 8.02(b) (the "Average Price"). To the extent that the Surviving Corporation has a right to receive any of the Deposit; but Escrow Agent Shares, it shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given give a copy of Seller Seller’s demand notice to Buyerthe Stockholders and the Stockholders may, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such the ten (10) day period; or (iii) period after such notice, pay to Buyer, after receipt the Escrow Agent cash in an amount equal to the amount 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 cancelledsuch Loss, 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 then in lieu of the transfer of Escrow Shares to the Surviving Corporation pay to the Surviving Corporation cash in the amount of such Loss and release to the Stockholders that number of the Escrow Shares calculated by dividing the amount of cash paid by the Stockholders to the 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 periodby the Average Price. b. Upon delivery of (c) If the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Stockholders do not deliver to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable Surviving Corporation written objection to the order of such party, notice described in Section 8.02(b) within twenty (ii20) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) business days after the date of receiving same, but not thereaftersuch notice, the other party may object to delivery amount of loss shall be deemed accepted by the Stockholders and the appropriate number of Escrow Shares and Escrow Money shall become the property of the Deposit Surviving Corporation in accordance with Section 8.02(b). If the Stockholders deliver to the party making such demand by giving a Surviving Corporation written notice of objection within such twenty (20) business day period, then the Stockholders and the Surviving Corporation shall, within twenty (20) business days after receipt of such notice of objection, attempt to resolve the dispute. If the Stockholders and the Surviving Corporation fail to do so within said period of time, the matter shall be determined by a "court of competent jurisdiction. (d) All Escrow Shares that have not theretofore been transferred to the Surviving Corporation pursuant to this Section 8.02 shall be delivered by the Escrow Agent to the Stockholders promptly after the expiration of the Claims Period; provided that if, at the expiration of the Claims Period, the Surviving Corporation shall have given written notice to the Stockholders of a Loss (actual or potential) hereunder, the Escrow Agent shall continue to withhold a number of Escrow Shares and Escrow Money in accordance with the terms of Section 8.02(b) above as is appropriate, in its reasonable judgment, to satisfy the amount of the Loss. Such Escrow Shares and Escrow Money shall continue to be withheld until there has been a final determination as to whether the Surviving Corporation has suffered any such Loss. (e) The Stockholders shall not transfer any of the Escrow Shares, or any interest therein, or attempt to pledge any of the Escrow Shares, so long as the Escrow Shares are held in escrow by the Escrow Agent hereunder. (f) Unless and until the Escrow Shares become the property of the Surviving Corporation as above provided, each cash dividend declared and paid with respect to such Escrow Shares shall be delivered, as paid, to the Stockholders. In the case of any stock dividend, stock split, reverse stock split or similar event, the additional shares shall be added to the Escrow Shares. All other rights incident to the Escrow Shares, except as provided for in, or limited by, this Section 8.02, shall be in the Stockholders. With respect to the right to vote the Escrow Shares, each Stockholder shall have the right to vote the Escrow Shares to the extent of his pro rata ownership interest in such Escrow Shares.

Escrow. (a) Other than with respect to any Unpaid Amounts, any indemnification to which a Purchaser Indemnified Party is entitled under this Agreement shall first be made as a payment to the Purchaser Indemnified Party from the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only Fund in accordance with the terms of the Escrow Agreement. (b) All claims for indemnification asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Escrow Period”) that are not resolved and satisfied (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Claims.” The dollar amount of all Losses claimed in good faith in respect of Pending Claims is hereinafter referred to as the “Pending Claim Amount.” (c) If, on the first Business Day following provisions: a. the last day of the Escrow Period (the “Release Date”), the amount remaining in the Escrow Fund (the “Escrow Account Balance”) exceeds the Pending Claim Amount, if any, the Escrow Agent shall release and deliver to the Deposit to Seller or BuyerPartners Representative (on behalf of the Partners), in accordance with the Escrow Agreement, the amount of such excess, as set forth below and in the case may beEscrow Agreement. If, as follows:on the Release Date, the Pending 83 Claim Amount, if any, exceeds or is equal to the Escrow Account Balance, the Escrow Account Balance will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such Pending Claims have been fully resolved, and the Escrow Agreement shall be deemed to be extended accordingly. (id) to Seller, upon completion Notwithstanding any amount of the Closing (which shall constitute Escrow Account Balance being released and delivered to the Partners Representative pursuant to ‎Section 8.8(c), the Partners acknowledge that the Purchasers’ right to the Escrow Fund pursuant to ‎Section 8.8(a) is a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancellednon-exclusive remedy, and Seller is thereby entitled the Partners shall remain liable for any Purchaser Losses pursuant to receive ‎Section 8.1 to the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledextent provided, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect subject to the Deposit. Escrow Agent shall deliver the Depositlimitations set forth, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyin this ‎Article VIII. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At the Closing, (i) Buyer will deposit (A) into the Working Capital Escrow Account with the Escrow Agent shall hold the Deposit sum of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Working Capital Escrow Amount”) and (B) into the Indemnity Escrow Account with the Escrow Agent the sum of Seven Hundred Fifty-Five Thousand Dollars ($755,000) (the “Indemnity Escrow Amount,” and together with the Working Capital Escrow Amount, the “Escrow Amount”), in escrow and shall dispose each case, as a holdback of a portion of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or BuyerPurchase Price, as the case same may be, as follows: (i) be adjusted pursuant to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the sameSection 2.07, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16funds, and (ii) Buyer, Shareholder Representative, and Escrow Agent will enter into an escrow agreement, dated as of the Closing Date, substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”). The Working Capital Escrow Amount will be maintained as security for the payment by Sellers of any Post-Closing Adjustment and the Indemnity Escrow Amount will be maintained as security for the payment by Sellers of certain claims for Losses by Buyer and its successors and permitted assigns against Sellers as more particularly described in Article VII. All investments of the Escrow Amount shall send a copy be selected by Shareholder Representative in accordance with the terms of such demand the Escrow Agreement. Releases from the Escrow Account will be made to Buyer or Sellers, as applicable, in strict accordance with the terms and conditions set forth in the Escrow Agreement, which shall impose substantial restrictions on Sellers’ access to the other partyEscrow Amount for Buyer’s benefit; provided that any releases from the Escrow Account to the Option Holders in respect of their Options shall be disbursed to the Company for distribution to such Option Holders through the Company’s payroll. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery The fees and expenses of the Deposit Escrow Agent will be paid equally by Shareholder Representative, with such fees and expenses constituting Reimbursement Expenses, and Buyer. For purposes of determining the reduction in the amount of the Closing Payment Amount payable to each Seller pursuant to Section 2.05(a)(ii)(A), Buyer will be deemed to have contributed on behalf of each Seller, his, her or its pro rata portion of the party making such demand by giving a notice of objection Escrow Amount (a "as set forth on Exhibit B) into the Escrow Account to be governed under the terms set forth in this Agreement and the Escrow Agreement.

Escrow. (a) At the Closing, the Exchange Agent will deposit into escrow (the "Escrow") certificates representing the Performance Shares issued in the Merger (the "Escrow Agent Shares"). The Escrow Shares shall hold be held by U.S. Bank Trust, National Association or such other financial institution as Finisar and Transwave shall mutually determine (the Deposit in escrow and shall dispose of the Deposit only "Escrow Agent") in accordance with and subject to the following provisions: a. provisions of an Escrow Agent shall deliver Agreement substantially in the Deposit to Seller or Buyer, as form of Exhibit B hereto (the case may be, as follows:"Escrow Agreement"). (ib) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than Within 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 following 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 first anniversary of the DepositClosing Date (or at such later date as determined pursuant to the Transwave Operating Plan), one-third of the Escrow Agent Shares shall be relieved of all liability hereunder released from the Escrow and with respect delivered to the Deposit. Escrow Agent shall deliver the Deposit, at the election persons who held shares of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable Transwave Capital Stock immediately prior to the order of Effective Time, on a pro rata basis, if the First-Year Milestones have been achieved prior to such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other partydate. Within ten (10) days after following the second anniversary of the Closing Date, (or at such later date as determined pursuant to the Transwave Operating Plan), two-thirds of receiving samethe Escrow Shares (less the number of Escrow Shares, but not thereafterif any, previously released) shall be released from the Escrow and delivered to the former shareholders of Transwave, on a pro rata basis, if the Second-Year Milestones have been achieved prior to such date. Within ten (10) days following the third anniversary of the Closing Date, the other party may object to delivery balance of the Deposit Escrow Shares shall be released from the Escrow and delivered to the party making former shareholders of Transwave, on a pro rata basis, if the Third-Year Milestones have been achieved prior to such demand by giving a notice date. (c) Notwithstanding the foregoing, the portion of objection (a "the Escrow Shares specified in Section 9.2(b) shall be subject to claims of indemnification under Article IX of this Agreement and the procedures specified in the Escrow Agreement. Subject to the provisions of Section 9.2(d), the sole recourse for indemnification claims under Article IX shall be limited to such portion of the Escrow Shares.

Escrow. (a) On the Closing Date, Parent shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, cash in an amount equal to $2,100,000 (the “Escrow Amount”), which shall serve as security for the Participating Securityholders’ indemnification obligations pursuant to Section 8. Subject to the terms of the Holdback Agreements, the Pro Rata Fraction of the Escrow Amount shall be withheld from the Merger Consideration Amount otherwise payable to each of the Participating Securityholders. The Escrow Fund shall be held by the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only 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 judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Subject to the Holdback Agreements, any amounts held in the Escrow Fund that are not subject to then outstanding indemnification claims shall be released to the Participating Securityholders within three (3) business days following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as date that is the case may be, as follows: (i) to Seller, upon completion second anniversary of the Closing Date. (which b) Subject to the Holdback Agreements, each distribution of cash made from the Escrow Fund to the Participating Securityholders shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution. (c) Any income, gains, losses and expenses of the Escrow Fund shall be included by Parent as taxable income or loss of Parent, and any income and gains of the Escrow Fund shall 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 Securityholders in accordance with this Agreement and the Escrow Agreement. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Merger Consideration Amount by the Participating Securityholders, shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery approval of the Deposit, Escrow Agent shall be relieved Agreement and of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive arrangements relating thereto, including the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery placement of the Deposit to Escrow Amount in the party making such demand by giving a notice of objection (a "Escrow Fund in accordance with the terms hereof and thereof.

Escrow. The Buyers and the Company shall cause the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer(by executing joint written instructions, as applicable, pursuant to the case may beEscrow Agreement) to disburse the Escrow Amount, plus any and all interest earned thereon (such interest, the “Escrow Interest”) from the Escrow Account as follows: (iA) At any time and from time to Sellertime prior to April 15, upon completion 2008 (the “Determination Date”), each Buyer shall have the option, but not the obligation, to release all (but not less than all) of such Buyer’s applicable Escrow Amount, plus any and all Escrow Interest thereon to the Company. Upon any such release, such Buyer’s Henglong Default Redemption Rights (as defined in each of the Closing (which shall constitute a credit towards Henglong Note and the Purchase Price); or (iiEscrow Note) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Henglong Note and the Escrow Agent Note shall deliver expire pursuant to the Deposit, at the election terms of the party entitled to receive Henglong Note and the sameEscrow Note, by as applicable. (iB) a good, unendorsed certified check of In the event the Escrow Agent payable Amount has not previously been released and the Henglong Transaction (as defined below) is consummated upon terms and conditions satisfactory to the order of such party, (ii) an unendorsed official bank Lead Buyer on or cashier's check payable prior to the order Determination Date, the Escrow Amount (plus any and all Escrow Interest thereon) shall be released to the Company. Upon any such release, each Buyer’s Henglong Default Redemption Rights with respect to the Henglong Note and the Escrow Note shall expire pursuant to the terms of such partythe Henglong Note and the Escrow Note, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyas applicable. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand (C) In the event the Henglong Transaction is not consummated upon terms and conditions satisfactory to the other party. Within ten (10) days after Lead Buyer on or prior to the date of receiving sameDetermination Date, each Buyer shall have the option, but not thereafterthe obligation, to either (1) release all of such Buyer’s Escrow Amount (plus any and all Escrow Interest thereon) to the Company or (2) exercise such Buyer’s Henglong Default Redemption Rights with respect to the Escrow Note held by such Buyer in accordance with Section 8 of the Escrow Note; provided, however, that such option shall be exercised by such Buyer on or prior to April 30, 2008. In the event such option is not exercised by a Buyer on or prior to April 30, 2008, such Buyer shall be deemed to have elected the option set forth in clause (1) above and such Buyer’s applicable Escrow Amount (plus any and all Escrow Interest thereon) shall be released to the Company. If a Buyer elects (or is deemed to elect) the option set forth in clause (1) above, such Buyer’s Henglong Default Redemption Rights with respect to the Henglong Note and the Escrow Note shall expire pursuant to the terms of the Henglong Note and the Escrow Note, as applicable. (D) In the event the Company redeems the Escrow Note held by a Buyer pursuant to Section 1(c)(iii)(c)(2) above, the other party may object Escrow Interest shall be deemed to delivery be credited against the accrued interest due and payable by the Company under the Escrow Note (the “Escrow Note Interest”) and the Company shall pay to such Buyer the excess amount, if any, of the Deposit Escrow Note Interest over the Escrow Interest. For avoidance of doubt, if the Escrow Interest is greater than the Escrow Note Interest, the Buyer shall be entitled to retain the party making such demand by giving a notice entire amount of objection (a "the Escrow Interest.

Escrow. (a) The Betalactamics Cleanup Escrow shall exist solely for the purpose of securing Sellers’ obligations under Section 5.5 of this Agreement. Upon the earlier of completion of the sanitary cleanup by Buyer or nine (9) months from the date of Closing, Buyer and Sellers shall instruct the Escrow Agent shall hold to remit the Deposit in escrow and shall dispose difference (if any) to Sellers between the amount of the Deposit only Betalactamics Cleanup Escrow and the expenses actually and reasonably incurred by Buyer in accordance with conducting the following provisions:sanitary clean-up activities. a. (b) The Escrow Agent Shares shall deliver the Deposit provide security of Sellers’ payment to Seller or Buyer, Buyer of all amounts due as the case may be, as follows: a result of (i) to Seller, upon completion the indemnification obligations in ARTICLE 6 of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable any purchase price adjustments pursuant to Section 2.3 of this Agreement, including without limitation monies due to Buyer due to a Working Capital Deficiency that are not satisfied from the order of such partyWorking Capital Holdback, or (iii) betalactamic clean-up expenses that exceed the Betalactamics Cleanup Escrow amount, and (iv) any other claims or costs or expenses arising under this Agreement which are the responsibility of Sellers. (c) The Escrow Shares shall be available to satisfy indemnification claims pursuant to Article 6 of this Agreement for a bank wire transfer period of immediately available funds seven (7) years, provided that: (i) Within ten days following the second anniversary of the Closing, Buyer shall instruct Escrow Agent to an account designated distribute to Sellers Two Hundred Thousand United States Dollars ($200,000) of OPKO Common Stock (less the sum of (i) the amount of any claims paid or pending under the Escrow Fund as of such date, plus (ii) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), in the event the registration of the Exatka trademarks referenced in Section 4.25 shall not have been obtained by such party. c. Upon receipt date). The amount retained relating to the Exakta marks shall be released to Sellers if such registration is obtained prior to the 36th month after the Closing date. The number of a written demand from Seller or shares of OPKO Common Stock to be released to Sellers shall be calculated in accordance with Section 6.4(d). (ii) Within ten days following the fourth anniversary of the Closing, Buyer under Section 16, shall instruct Escrow Agent shall send a copy to distribute to Sellers Two Hundred Thousand United States Dollars ($200,000) of OPKO Common Stock (less the amount of any claims paid or pending under the Escrow as of such demand date), and it being understood that the amounts remaining in the Escrow shall be available solely to satisfy indemnification claims as a result of Seller’s breach of the representations and warranties contained in Sections 4.20 and any other partytax obligation or liability arising from operation of the Company’s business prior to closing. The number of shares of OPKO Common Stock to be released to Sellers shall be calculated in accordance with Section 6.4(d). (iii) Within ten (10) days after following the date of receiving same, but not thereafter, the other party may object to delivery seventh anniversary of the Deposit Closing, Buyer shall instruct Escrow Agent to distribute to Sellers the party making remaining Escrow Shares (less the amount of any claims pending under the Escrow as of such demand by giving a notice of objection (a "date), ARTICLE 3

Escrow. (a) At or prior to the Closing, Parent, the Company, the Parent Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Buyer and Sellers’ Representative), 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 Parent and the Company (the “Escrow Agreement”), pursuant to which Parent shall issue to the Escrow Agent shall hold the Deposit in escrow a number of shares of Parent Common Stock equal to twelve and shall dispose a half percent (12.5%) of the Deposit only 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 following provisions: a. terms of Article X hereof and the Escrow Agent Agreement. The Escrow Property shall deliver be allocated among and transferred to the Deposit Company Stockholders pro rata based on their respective portions of the Merger Consideration as set forth in Section 2.01. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders pursuant to Seller Article X (other than for claims based on fraudulent, criminal or Buyerintentional misconduct). Pursuant to the Escrow Agreement, the Escrow Agent, as the case may be, as follows: (i) to Seller, upon completion record holder of the Closing (which Escrow Shares, shall constitute grant Parent a credit towards proxy to vote the Purchase Price); or (ii) Escrow Shares and, until and unless the Escrow Shares are forfeited in satisfaction of an indemnification claim pursuant to SellerArticle X hereof, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive Parent shall control the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and voting power with respect to the DepositEscrow Shares as of the Effective Time and during the time such Escrow Shares are held in the Escrow Account. 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 Stockholders pursuant to Article II hereof. (b) The Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is eighteen (18) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article X hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the claim notice provided under Article X and the Parent Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article X. 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 Indemnified Party, shall be transferred by the Escrow Agent to the Company Stockholders that have previously delivered the Letter of Transmittal in accordance with Section 2.04(b), 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 deliver transfer any remaining Escrow Property remaining in the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable Account to the order Company Stockholders that have previously delivered the Letter of Transmittal in accordance with Section 2.04(b), with each such Company Stockholder receiving its pro rata share 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 partyEscrow Property. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 545,635 of the shares of Parent Common Stock issuable upon the Closing of the Merger (the “Escrow Agent Shares”) shall hold the Deposit be deposited in escrow and (the “Escrow Account”), which shall dispose be allocated among the recipients in the same proportion as their proportionate share of the Deposit only total Company Common Stock outstanding immediately prior to the Effective Time, all in accordance with the following provisions: a. terms and conditions of the escrow agreement to be entered into at the Closing between Parent, the Representative, the Committee and Continental (or such other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit B hereto (the “Escrow Agreement”). On the date (the “Basic Indemnity Escrow Termination Date”) that is the later of the first anniversary of the Closing Date or thirty (30) days after the date on which Parent has filed its Annual Report on Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), for its 2013 fiscal year, the Escrow Agent shall release 272,818 of the original number of Escrow Shares, less that number of Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims that are not Tax Indemnification Claims and Environmental Indemnification Claims (each as hereinafter defined) made prior to such date, to the stockholders in the same proportions as originally deposited into escrow, except that, if the number of Escrow Shares applied in satisfaction of or reserved with respect to Tax Indemnification Claims and Environmental Indemnification Claims made prior to such date is in excess of 272,817, the amount of Escrow Shares to be released shall also be reduced by the amount of such excess. The remaining Escrow Shares (the “T/E Indemnity Shares”) shall be available for indemnification only with respect to Tax Indemnification Claims and Environmental Indemnification Claims. On the date (the “T/E Indemnity Escrow Termination Date”) that is thirty (30) days after Parent has filed its Annual Report on Form 10-K for its 2015 fiscal year, the Escrow Agent shall deliver the Deposit T/E Indemnity Shares, less any of such shares applied in satisfaction of a Tax Indemnification Claim or an Environmental Indemnification Claim and any of such shares related to Seller a Tax Indemnification Claim or Buyeran Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand initially deposited in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but escrow. Any Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and Shares held with respect to the Depositany unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. Escrow Agent shall deliver the Deposit, at the election “Tax Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (x) a breach of the party entitled representations and warranties set forth in Section 2.15 and (y) the matters referred to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under in Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery 2.15 of the Deposit Company Schedule. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to a breach of the party making such demand by giving a notice of objection (a "representations and warranties set forth in Section 2.16.

Escrow. (a) Company shall cause each Member listed on Schedule 7.3 to enter into the Escrow Agreement. (b) Parent shall enter into the Escrow Agreement. (c) At the Closing, Parent shall deposit with the Escrow Agent shall the Escrow Amount without the necessity of any action at such time on such Member's part. The Escrow Agent will hold the Deposit Escrow Amount for application or release as set forth in escrow this Agreement, the Indemnification agreement and the Escrow Agreement. The Escrow Amount shall dispose be available to compensate Parent and the Surviving Corporation and their respective affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including attorneys' fees and expenses, and expenses of investigation and defense (individually a "Loss" and collectively "Losses") incurred by Parent or the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller Surviving Corporation, their respective officers, directors, or Buyer, affiliates as the case may be, as follows:a result of (i) to Sellerany breach of a representation or warranty of Company contained herein, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or or (ii) any failure by Company to Sellerperform or comply with any covenant contained herein. Parent and Company each acknowledge that such Losses, after receipt of Seller’s demand if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in which Seller certifies either that the aggregate consideration paid to the Members by Parent. (Ad) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until release the Escrow Amount on the date that is 13 months after the Closing Date (the period from the Closing Date to such date, the "Escrow Period"); provided, however, that if one or 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 claims has been otherwise terminated made or cancelledis pending at the end of the Escrow Period, 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 retain in the Escrow Agent has given Account shares of Parent Common Stock and Cash Amount that have a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect value equal to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order aggregate amount of such partypending claims, (ii) an unendorsed official bank or cashier's check payable to until such claims have been finally resolved as provided in the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyIndemnification Agreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Within five (5) Business Days following the Closing Date, the Buyer shall deliver, or shall cause to be delivered, directly to an escrow agent reasonably acceptable to the Shareholders' Representative (the "Escrow Agent"), a portion of the Merger Consideration in an amount equal to $299,500 in cash (collectively with all interest and earnings thereon, the "Escrow Amount"). Each Company Shareholder shall be deemed to have contributed to the Escrow Amount pro rata in an amount equal to the product of (x) $299,500 and (y) the Pro Rata Multiplier for such Company Shareholder ("Escrow Pro Rata Share"), pursuant to the terms set forth herein and in an escrow agreement to be entered into by and among the Shareholders' Representative, the Buyer and the Escrow Agent, in a form reasonably acceptable to the Shareholders' Representative (the "Escrow Agreement"). The Buyer shall pay the Escrow Fee to the Escrow Agent shall hold pursuant to the Deposit in escrow and shall dispose terms of the Deposit only Escrow Agreement. Each Company Shareholder's Escrow Pro Rata Share shall be deducted from the Merger Consideration payable to such Company Shareholder at the Effective Time under Section 4.3. (b) The Escrow Amount shall be available from time to time prior to distribution as provided in accordance Section 4.5(c) to satisfy any indemnification obligations of the Company Shareholders pursuant to Section 8 for Losses (each, an "Indemnity Payment") on or prior to the last day of the one year anniversary of the Closing Date (such day, the "Final Release Date"). Any Indemnity Payments from the Escrow Amount shall be satisfied by reducing each Company Shareholder's Escrow Pro Rata Share deposited with the following provisions: a. Escrow Agent on a pro rata basis. Any Specified Indemnity Payments shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: be satisfied (i) to Sellerfirst, upon completion of from the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Amount on

Escrow. At the Effective Time, Parent shall deliver or cause the Surviving Corporation to deliver (i) the Escrow Consideration and the Management Carve-Out Escrow Consideration (collectively, the "Escrow Amount") and (ii) the Representative Fund Consideration and the Management Carve-Out Representative Fund Consideration (collectively, the "Representative Fund Amount") to JPMorgan Chase Bank, National Association, as escrow agent (the "Escrow Agent") pursuant to the provisions of the escrow agreement in the form attached as Exhibit B hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Representative (the "Escrow Agreement"). The Escrow Agreement shall hold be executed at the Deposit Closing by and among Parent, the Representative, on behalf of the Indemnifying Securityholders, and the Escrow Agent, and shall provide Parent with recourse against the shares of Parent Common Stock held in escrow as the Escrow Amount by the Escrow Agent (the "Escrow Shares") with respect to any and all Parent Claims made under Section 14, subject to the terms and conditions set forth in the Escrow Agreement and in this Agreement. The Escrow Shares (or any portion thereof) shall be distributed to the Indemnifying Securityholders and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The escrow described above shall commence at the Effective Time. On the 18-month anniversary of the Closing Date (the "First Expiration Date," and the period commencing at the Effective Time and ending on the First Expiration Date shall be referred to as the "First Escrow Period"), if the number of Escrow Shares then in escrow exceeds two-thirds of the number of Escrow Shares deposited into escrow at the time of Closing, as adjusted for any stock split, dividend or the like (the "Two-Thirds Escrow Number"), then a number of Escrow Shares equal to the Two-Thirds Escrow Number shall be retained in escrow and the remaining Escrow Shares shall dispose of be released to the Deposit only Indemnifying Securityholders in accordance with the following provisions: a. Escrow Agent Agreement; provided, however, that if any Parent Claims remain unsatisfied on the First Expiration Date, no Escrow Shares shall deliver be released to the Deposit Indemnifying Securityholders if and to Seller or Buyer, as the case may be, as follows: extent that the release of such Escrow Shares would cause the number of Escrow Shares remaining in escrow to be less than the sum of (i) the Two-Thirds Escrow Number, plus (ii) 100% of the number of Escrow Shares which, in the reasonable judgment of Parent (subject to Sellerthe objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9), upon completion is necessary to satisfy any unsatisfied Parent Claims properly asserted on a timely basis by a Parent Indemnified Party on or prior to the First Expiration Date in any Officer's Certificates delivered to the Representative pursuant to Section 14. On the 36-month anniversary of the Closing Date (which the "Second Expiration Date," and the period commencing immediately after the expiration of the First Escrow Period and ending on the Second Expiration Date shall constitute be referred to as the "Second Escrow Period"), any and all Escrow Shares that remain in escrow on such date shall be released from escrow; provided, however, that the portion of the Escrow Shares which, in the reasonable judgment of Parent (subject to the objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9), is necessary to satisfy any unsatisfied Parent Claims properly asserted on a credit towards timely basis by a Parent Indemnified Party on or prior to the Purchase First Expiration Date or Second Expiration Date, as applicable, in any Officer's Certificates delivered to the Representative pursuant to Section 14 shall remain in the foregoing escrow until such claims have been finally resolved, or, if earlier, until released in accordance with Section 14.9 below. The number of Escrow Shares to be released to Parent in satisfaction of a resolved Parent Claim under the Escrow Agreement shall be determined by dividing the amount of Damages determined to be payable to Parent by the Parent Average Closing Price, and rounding down to the nearest whole share; provided, however, for each Parent Claim, each Indemnifying Securityholder shall have the right, subject to the terms and conditions of this Section 2.5(d); or , to substitute cash in an amount equal to some or all of such Indemnifying Securityholder's Pro Rata Share of such Parent Claim and to receive from escrow a number of Escrow Shares equal to the amount of cash so substituted divided by the Parent Average Closing Price, rounded down to the nearest share. Any Indemnifying Securityholder who elects to substitute cash in connection with the satisfaction of a Parent Claim pursuant to this Section 2.5(d) must deliver to Parent (i) written notice specifying the amount of cash such Indemnifying Securityholder elects to substitute pursuant to this Section 2.5(d) and (ii) a check for the full amount specified in such notice not later than the date on which the Escrow Agent receives, as applicable, the memorandum or court order described in Section 4(b)(i) of the Escrow Agent or the Parent Demand described in Section 4(b)(ii) of the Escrow Agreement. The Representative shall be responsible for notifying the Indemnifying Securityholders of their substitution rights pursuant to Sellerthis Section 2.5(d) in connection with each Parent Claim, after receipt and Parent shall have no obligation under this Section 2.5(d) other than to permit an Indemnifying Securityholder who has provided timely notice and payment to Parent to substitute cash as provided for herein. The terms and provisions of Seller’s demand 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 Indemnifying Securityholders shall constitute approval by such Indemnifying Securityholders, as specific terms of the Merger, and the irrevocable agreement of such Indemnifying Securityholders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Amount and Representative Fund Amount into escrow, the indemnification obligations set forth in Section 14 hereof and the appointment and sole authority to act on behalf of the Indemnifying Securityholders of the Representative, as provided for herein and in the Escrow Agreement. For the avoidance of doubt, the Representative Fund Consideration constitutes a portion of the aggregate consideration received by the holders of Company Preferred Stock and Company Common Stock pursuant to the Merger and delivered on behalf of such holders to the Escrow Agent. The Representative Fund Consideration shall be used by the Representative solely for the payment of costs and expenses incurred by the Representative in connection with the performance of the Representative's duties and obligations hereunder and under the Escrow Agreement. The Representative Fund Consideration shall be available to the Representative in addition to any amounts permitted to be paid to the Representative pursuant to Section 15 of this Agreement. Parent shall not have any responsibility or liability for the manner in which Seller certifies either that (A) Buyer has defaulted under this Agreement, the Representative uses the Representative Fund Consideration or (B) this Agreement has been otherwise terminated any right or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect recourse to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyRepresentative Fund Consideration. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Notwithstanding any other provision of this Agreement to the contrary, at the Closing: (a) $8,400,000.00 of the Aggregate Merger Consideration (and, consequently, a pro rata portion of the Per Share Merger Consideration allotted based upon Pro Rata Percentage) to be paid to the Effective Time Company Shareholders pursuant to Section 2.6(b) and Section 2.6(d) shall not be distributed to such Effective Time Company Shareholders but shall instead be deposited by Parent Americas with the Escrow Agent, which shall be held by the Escrow Agent shall hold to satisfy certain indemnification claims made by Parent Americas or Parent pursuant to Section 10.2(a) and Section 7.2 of this Agreement (the Deposit “Indemnity Escrow Fund”) for the time periods specified in the escrow agreement to be entered into at Closing in substantially the form of Exhibit B attached hereto (the “Cash Escrow Agreement”), and shall dispose of the Deposit only distributed in accordance with the following provisions: a. terms thereof. Each Effective Time Company Shareholder shall be deemed to be contributing its respective Pro Rata Percentage of the Indemnity Escrow Agent shall deliver Fund as specified in the Deposit to Seller or BuyerAllocation Certificate and, for the avoidance of doubt, neither Parent Americas (as the case may be, as follows:owner of Excluded Shares) nor any holder of Stock Options (other than the Board Optionholders) shall contribute any portion of the Indemnity Escrow Fund; (ib) $3,100,000.00 of the Aggregate Merger Consideration (and, consequently, a pro rata portion of the Per Share Merger Consideration) to Seller, upon completion be paid to the Effective Time Company Shareholders and the holders of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby Stock Options entitled to receive the Deposit; Per Share Merger Consideration pursuant to Section 2.6(b) and Section 2.6(d) shall not be distributed to such Effective Time Company Shareholders or holders of Stock Options but shall instead be deposited by Parent Americas with the Escrow Agent, which shall be held by the Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy solely for the payment of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice any shortfall amounts by the Effective Time Company Shareholders and the holders 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 Stock Options entitled to receive the Deposit; but Per Share Merger Consideration pursuant to Section 2.7 of this Agreement (the “Adjustment Escrow Agent shall not honor Buyer's demand until more than ten (10Fund”) days after for the time periods specified in the Cash Escrow Agent has given Agreement, and distributed in accordance with the terms thereof. Each Effective Time Company Shareholder and each holder of a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party Stock Option entitled to receive the samePer Share Merger Consideration shall be deemed to be contributing its respective All-Inclusive Pro Rata Percentage of the Adjustment Escrow Fund as specified in the Allocation Certificate and, for the avoidance of doubt, Parent Americas (as the owner of Excluded Shares) shall not contribute any portion of the Adjustment Escrow Fund. Notwithstanding anything to the contrary contained in this Section 2.8(b), the difference between (x) $3,100,000 and (y) all amounts payable to Parent Americas out of the Adjustment Escrow Funds pursuant to Sections 2.7(f) and/or 2.7(g) of this Agreement shall be released to the Shareholder Representative to be distributed to the Effective Time Company Shareholders and the holders of Stock Options entitled to receive the Per Share Merger Consideration based on their respective All-Inclusive Pro Rata Percentage in accordance with the Allocation Certificate, upon the final determination of the Final Average Net Working Capital pursuant to Section 2.7(e); and (c) $200,000 of the Aggregate Merger Consideration (and, consequently, a pro rata portion of the Per Share Merger Consideration) to be paid to the Effective Time Company Shareholders and the holders of Stock Options entitled to receive the Per Share Merger Consideration pursuant to Section 2.6(b) and Section 2.6(d) shall not be distributed to such Effective Time Company Shareholders or holders of Stock Options entitled to receive the Per Share Merger Consideration but shall instead be deposited by (i) a goodParent Americas with the Escrow Agent, unendorsed certified check of which shall be held by the Escrow Agent payable and be available solely to pay the order fees and expenses incurred or charged by the Shareholder Representative in accordance with Article III of such partythis Agreement (the “Expense Fund” and, (iitogether with the Indemnity Escrow Fund and the Adjustment Escrow Fund, collectively, the “Escrow Fund”) an unendorsed official bank or cashier's check payable to for the order of such partytime periods specified in the Cash Escrow Agreement, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt and distributed in accordance with the terms thereof. Each Effective Time Company Shareholder and each holder of a written demand from Seller or Buyer under Section 16, Escrow Agent Stock Option entitled to receive the Per Share Merger Consideration shall send a copy of such demand be deemed to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery be contributing its respective All-Inclusive Pro Rata Percentage of the Deposit to Expense Fund as specified in the party making such demand by giving a notice Allocation Certificate and, for the avoidance of objection doubt, Parent Americas (a "as the owner of Excluded Shares) shall not contribute any portion of the Expense Fund or have any rights or claims with respect thereto.

Escrow. (a) On the Closing Date, Buyer shall cause to be delivered to Escrow Agent the Escrow Amount. The Escrow Amount shall hold be held for the Deposit in escrow express purposes of (i) providing a fund from which to pay any Purchase Price adjustment amounts of up to $500,000 required to be paid to Buyer pursuant to Section 2.5 of this Agreement (the “Purchase Price Adjustment Amount”), and shall dispose (ii) serving as a source for the satisfaction of claims by the Deposit only Buyer Indemnified Parties for Losses suffered or incurred by them and for which they are entitled to recover pursuant to Article 10 hereof (the “Buyer Indemnification Claims”). In no event may the Purchase Price Adjustment Amount be used for any Buyer Indemnification Claims. The Escrow Amount will be released from the Escrow Account in accordance with the following provisions: a. terms of the Escrow Agreement and Section 2.5 of this Agreement. In the event any portion of the Purchase Price Adjustment Amount is not required to be paid pursuant to Section 2.5 of this Agreement, such remaining portion of the Purchase Price Adjustment Amount shall be disbursed immediately to Sellers pursuant to Section 2.5. Subject to the provisions of this Agreement and the Escrow Agreement, the Escrow Agent shall deliver release on the Deposit to Seller or BuyerEscrow Release Date any remaining funds held in the Escrow Account, as the case may be, as follows:less any amounts reserved for payment in connection with any Buyer Indemnification Claims. (ib) Any Escrow Amount retained for Buyer Indemnification Claims asserted by any Buyer Indemnified Party prior to Seller, upon completion the Escrow Release Date but which are not yet resolved shall remain in the escrow until released in accordance with the terms of the Closing (which shall constitute a credit towards the Purchase Price); orEscrow Agreement. (iic) For avoidance of doubt, any disputes regarding the amounts to Seller, after receipt of Seller’s demand be reserved in which Seller certifies either that (A) the escrow in connection with any Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent Indemnification Claim shall be relieved of all liability hereunder and with respect subject to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyprovisions set forth in Section 12.21. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold (a) At the Deposit in escrow and shall dispose Closing, the Purchaser will deposit ten million dollars ($10,000,000) of the Deposit only Purchase Price (the “Escrow Deposit”), in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, cash by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds into an escrow account (the “Escrow Account”) established by the Purchaser and the Seller with a nationally-recognized bank mutually agreeable to the parties (the “Escrow Agent”) pursuant to an account designated escrow agreement in a form reasonably agreeable to the Purchaser, the Seller and the Escrow Agent (the “Escrow Agreement”). The Escrow Deposit, together with any interest and other earnings thereon (collectively, the “Escrow Funds”), will be held during the Escrow Period (as defined below), to serve as a source of recovery for: (i) any Downward Post Closing NWC Adjustment pursuant to Section 2.5(c); and (ii) any indemnifiable Losses determined pursuant to Article X to be owed by such partythe Seller to Purchaser Indemnified Parties under Section 7.2 or Article X. The time period in which Escrow Funds are held in the Escrow Account in accordance with this Section 2.4 and the Escrow Agreement is referred to herein as the “Escrow Period”. c. Upon receipt of a written demand from Seller or Buyer under Section 16(b) On December 31, 2010, the Escrow Agent shall send a copy release to the Seller three million dollars ($3,000,000) of the Escrow Funds, less the amount (if any) by which the aggregate amount of any claims of Purchaser Indemnified Parties under Section 7.2 or Article X that are pending or have been previously paid as of such demand date exceed seven million dollars ($7,000,000) (the “Initial Escrow Release”). Upon resolution of any such claim(s) in favor of the Seller in accordance with Article X, the Escrow Funds (if any) that were not released in the Initial Escrow Release due to such claim(s) being pending shall be released by the Escrow Agent to the other party. Within ten Seller pursuant to the terms and conditions of the Escrow Agreement. (10c) days As soon as reasonably practicable after the date one (1) year anniversary of receiving same, but not thereafterthe Closing Date, the other party may object to delivery of the Deposit Escrow Agent shall release to the party making such demand by giving a notice Seller any Escrow Funds then remaining in the Escrow Account, less the amount of objection (a "any claims of Purchaser Indemnified Parties under

Escrow. 371,640 shares of the Merger Consideration payable pursuant to Section ------- 2.1(c) (the "Escrow Shares") shall be deposited on the Effective Date with ------ ------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as escrow agent, pursuant to an escrow agreement to be entered into in the form attached hereto on Exhibit D (the "Escrow Agreement"). --------- Escrow Shares shall be released to CFW from time to time to satisfy Escrow Losses for which CFW is entitled to indemnification or reimbursement in accordance with Article IX hereof. The aggregate number of Escrow Shares released to CFW shall be equal to the lesser of (X) the quotient of (i) Escrow Losses (as defined in Section 9.1) theretofore suffered or incurred by CFW or ----------- its affiliates divided by (ii) the average closing sale price per share of CFW ---------- Common Stock on the Nasdaq National Market for the 20 trading days prior to each date Escrow Shares are released from escrow to CFW or (Y) the total number of Escrow Shares. The Escrow Agreement shall contain such additional terms and conditions regarding the administration of the escrow and delivery of Escrow Shares as the Company and CFW consider necessary or desirable and upon which they shall reasonably agree and that are consistent with the treatment of the Merger as a reorganization under Section 368(a) of the Code. Each beneficial holder of the Escrow Shares shall be entitled to receive dividends and to exercise voting rights with respect to the whole number of Escrow Shares held by the Escrow Agent shall hold for the Deposit in holder's account. Unless CFW earlier instructs the Escrow Agent to terminate the escrow and shall dispose release the Escrow Shares, (i) one-half of the Deposit only Escrow Shares, less that number released to CFW in accordance with the following provisions: a. preceding paragraph, shall be distributed to the beneficial holders thereof on the second anniversary of the Closing Date; and (ii) the escrow shall terminate and the Escrow Agent Shares remaining in escrow shall deliver be distributed to the Deposit beneficial holders three years after the filing of the federal income tax return for the last period covering the Company's operations prior to Seller the Effective Time or BuyerApril 15, as 2004, whichever first occurs. Notwithstanding the case may beforegoing, as follows: if at the time Escrow Shares are to be released and distributed to the beneficial holders thereof any claim has then been made that could result in Escrow Losses or CFW asserts the reasonable prospect that it could incur Escrow Losses, supported by written notice describing with reasonable specificity the facts giving rise to such assertion, there shall be withheld from the distribution that number of Escrow Shares necessary to cover any Escrow Losses resulting from such pending claims or prospective Escrow Losses. Such Escrow Shares shall either be (i) released to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or CFW or (ii) distributed to Seller, after receipt the beneficial holders thereof as determined upon final resolution of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementsuch claims. CFW will issue, or (B) this Agreement has been otherwise terminated cause to be issued, to the Escrow Agent instructions to release or cancelledretain Escrow Shares only in the event, and Seller only in an amount and to the extent, that CFW determines, in good faith, that it is thereby entitled to receive or may be entitled to indemnification or reimbursement under Article IX hereof. Should ---------- such instructions be issued by CFW and thereafter CFW, acting in good faith, determines that it is not entitled to such indemnification or reimbursement, then CFW shall promptly and appropriately modify such instructions by written notice to the Deposit; but Escrow Agent and the Shareholders' Representative. No fractional shares shall not honor Seller's demand until more than ten (10be distributed from the escrow. In lieu of receiving a fractional share, CFW will redeem the fractional share and pay the beneficial holder thereof cash calculated in accordance with Section 2.1(d) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to Merger Agreement (determined as if the Deposit. Escrow Agent shall deliver distribution date were the Deposit, at the election Effective Time of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 partyMerger). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, and for downward adjustments (if any) pursuant to Section 1.5(d) to the number of Parent Ordinary Shares issued hereunder, 890,000 of the Parent Ordinary Shares to be issued in the Merger (the “Escrow Agent Shares”) shall hold the Deposit be deposited in escrow and (the “Indemnity Escrow Account”), which shall dispose be allocated among the recipients in the same proportion as their proportionate share of the Deposit only total Company Ordinary Shares outstanding immediately prior to the Effective Time, all in accordance with the following provisions: a. Escrow Agent shall deliver terms and conditions of the Deposit escrow agreement to Seller be entered into at the Closing between Parent, the Representative, the Committee and Continental (or Buyersuch other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the case may be, as follows: form of Exhibit C-1 hereto (i) to Seller, upon completion the “Indemnity Escrow Agreement”). The Indemnity Escrow Agreement shall provide that on the earlier 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 the 30th day after the date Parent has defaulted under this Agreementfiled with the SEC its Annual Report for the year ending February 28, 2015 or (B) this Agreement has been otherwise terminated or cancelledJune 30, and Seller is thereby entitled to receive 2015 (the Deposit; but “Escrow Release Date”), the Escrow Agent shall not honor Seller's demand until more than ten (10) days after release all Escrow Agent has given a copy of Seller Seller’s demand to BuyerShares then remaining in escrow, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by less (i) a good, unendorsed certified check of 300,000 Escrow Agent payable to Shares (the order of such party“Litigation Escrow Shares”), (ii) an unendorsed official bank or cashier's check payable that portion of the Escrow Shares applied in satisfaction of any downward adjustments made to the order of such party, or Merger Consideration provided for in Section 1.5(d) above and (iii) a bank wire transfer that portion of immediately available funds the Escrow Shares applied or reserved with respect to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent Claims. Any Escrow Shares that continue to be held after the Escrow Release Date with respect to any unresolved Escrow Claim shall send a copy of such demand be delivered to the other partyrecipients in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Claim. Within ten (10) days after the date of receiving same, but The Litigation Escrow Shares shall not thereafter, the other party may object to delivery be released until final resolution of the Deposit to the party making such demand by giving a notice of objection (a "litigation listed in Schedule 2.8.

Escrow. (a) At the Closing, Buyer shall deliver a portion of the Initial Purchase Price in the amount of Six Million Five Hundred Thousand Dollars ($6,500,000) (the "Escrow Agent shall hold Deposit") to Commerce Bank, N.A. (the Deposit "Escrow Agent"), to be held in escrow and shall dispose pursuant to an Escrow Agreement substantially in the form of Exhibit B hereto (the "Escrow Agreement"). Subject to the terms of the Deposit only in accordance Escrow Agreement, the Escrow Deposit, together with all income earned thereon (collectively, the following provisions: a. "Escrow Agent Fund"), shall deliver the Deposit be available to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion satisfy any claims of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or including the indemnity obligations of Sellers pursuant to Article IX, to the extent that such claims are not otherwise satisfied by Sellers by payment of cash to Buyer. (Bb) As soon as practicable following (i) the date which is 12 months from Closing, if the aggregate amount of the Escrow Funds remaining in escrow exceeds $3,250,000, such excess amount, less any outstanding claims of Buyer under this Agreement has which claims have not yet been otherwise terminated or cancelledrejected pursuant to final, binding determination, shall be distributed to the Employee Sellers in the percentages set for in Exhibit A under the column "Amount of Escrow Deposit Allocated to Employee Sellers" (the "First Escrow Return"); and Seller (ii) the date which is thereby entitled 24 months from Closing, the Escrow Funds then remaining in escrow, less any outstanding claims of Buyer under this Agreement which claims have not yet been rejected pursuant to receive final, binding determination (the Deposit; but "Remaining Amount"), shall be distributed to the Employee Sellers in the percentages set for in Exhibit A under the column "Amount of Escrow Agent Deposit Allocated to Employee Sellers". As provided in the foregoing sentence, if at any time a distribution is to be made from the Escrow Funds and there are any outstanding claims under this Agreement which claims have not yet been rejected pursuant to final, binding determination, the amount to be paid to the Employee Sellers shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be reduced by the amount necessary to satisfy such outstanding claims, pending final determination of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice the claims. For purposes of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent claim shall be relieved "rejected pursuant to final, binding determination" only if a court of all liability hereunder and with respect to competent jurisdiction has finally adjudicated the Deposit. Escrow Agent shall deliver claim or if the Deposit, at Buyer has executed a settlement agreement or other writing expressly releasing the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of Employee Sellers from 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 partyclaim. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent Any claims by Buyer or any Buyer Indemnified Party for indemnifiable Losses under Section 9.2(a) from and after the Closing shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with be subject to the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsterms: (i) Except in the event of Fraud, Buyer or any Buyer Indemnified Party’s sole and exclusive recourse from and after the Closing for indemnifiable Losses pursuant to SellerSection 9.2(a)(ii) and Section 9.2(a)(iii) shall be to make a claim for payment from the Indemnity Escrow Funds in accordance with, upon completion and subject to, the terms and conditions of the Indemnity Escrow Agreement, and no Seller shall have any further liability for any such Losses. Subject to the remainder of this Section 9.5(b)(i), the Indemnity Escrow Account shall remain outstanding until the earlier of the date that is twenty-four (24) months after the Closing Date (the “Final Indemnity Escrow Release Date”) and the date on which shall constitute a credit towards the Purchase PriceIndemnity Escrow Funds are reduced to Zero Dollars ($0); or. (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this AgreementIf the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) and all of the Welded Claims have not been resolved and paid by the date that is eighteen (18) months after the Closing Date (the “Initial Indemnity Escrow Release Date”), or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby then Sellers shall be entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the samereceive, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to an account designated the amount, if any, by which the remaining Indemnity Escrow Funds at such partytime exceed the sum of (1) the Welded Indemnity Escrow Amount and (2) the amount of any then outstanding unpaid claims for payment from the Indemnity Escrow Account timely asserted in good faith by a Buyer Indemnified Party as of such time for claims made under Section 9.2(a)(ii) and Section 9.2(a)(iii)(B) (the claims addressed in this clause (2), the “Pending Non-Welded Claims”). c. Upon receipt (B) If the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) and all of the Welded Claims have been resolved and paid as of the Initial Indemnity Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to the amount, if any, by which the remaining Indemnity Escrow Funds at such time exceed the amount of any Pending Non-Welded Claims. (C) If the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) as of the Final Indemnity Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to the amount, if any, by which the remaining Indemnity Escrow Funds at such time exceed the sum of (1) any Welded Claims that have been resolved at such time but are unpaid (provided that, for the avoidance of doubt, if any Welded Claims remain in controversy as of the Final Indemnity Escrow Release Date, no amount shall be retained in the Indemnity Escrow Account with respect thereto) (the “Unpaid Settled Welded Claims”) and (2) the amount of any Pending Non-Welded Claims that remain outstanding and unpaid as of the Final Indemnity Escrow Release Date. The remaining amount held in the Indemnity Escrow Account in respect of Pending Non-Welded Claims (from and after the Initial Indemnity Escrow Release Date) or Unpaid Settled Welded Claims (from and after the Final Indemnity Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement. (ii) Except in the event of Fraud, Buyer or any Buyer Indemnified Party’s sole and exclusive recourse from and after the Closing for indemnifiable Losses pursuant to Section 9.2(a)(i) shall be to make a claim for payment from the Transfer Tax Escrow Funds in accordance with, and subject to, the terms and conditions of the Transfer Tax Escrow Agreement, and no Seller shall have any further liability for any such Losses. The Transfer Tax Escrow Account shall remain outstanding until the date that is the earlier of forty-eight (48) months after the Closing Date (the “Transfer Tax Escrow Release Date”) and the date on which the Transfer Tax Escrow Funds are reduced to Zero Dollars ($0). If the Transfer Tax Escrow Funds have not already been reduced to Zero Dollars ($0) as of the Transfer Tax Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Transfer Tax Escrow Account in accordance with instructions delivered by Sellers’ Representative in accordance with the terms of the Transfer Tax Escrow Agreement, an amount equal to the amount, if any, by which the remaining Transfer Tax Escrow Funds exceed the amount of any outstanding claims for payment from the Transfer Tax Escrow Account timely asserted in good faith by a Buyer Indemnified Party under Section 9.2(a)(i) (“Pending Transfer Tax Claims”). The remaining amount held in the Transfer Tax Escrow Account for Pending Transfer Tax Claims (from and after the Transfer Tax Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Transfer Tax Escrow Agreement. (iii) Except in the event of Fraud, in no event shall a Buyer Indemnified Party deliver notice of a written demand claim for payment directly against, or otherwise make or assert any claim for damages or other Losses against, any Seller from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days and after the date of receiving same, but not thereafter, the Closing other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "than in accordance with this Section 9.5(b).

Escrow. At the Effective Time, Parent shall deliver or cause to be delivered cash in an amount equal to the Escrow Amount to The Bank of New York Trust Company, N.A., as escrow agent (the “Escrow Agent”), pursuant to the provisions of an escrow agreement which shall be entered into prior to or concurrently with the Effective Time by and among Parent, the Representative, on behalf of the Indemnifying Stockholders, and the Escrow Agent, and which shall be in substantially the form attached as Exhibit B hereto, subject to such modifications and amendments as the parties thereto may agree upon (the “Escrow Agreement”). The Escrow Agreement shall provide Parent with recourse against amounts held in escrow by the Escrow Agent shall hold (the Deposit in escrow “Escrow Funds”) for a period of 18 months from and shall dispose after the Effective Time (the “Escrow Period”) with respect to any and all Parent Claims made under Section 14 of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 14. The Escrow Amount plus any interest earned prior to distribution (or (Bany portion thereof) this Agreement has been otherwise terminated or cancelledshall be distributed to the Indemnifying Stockholders, and Seller is 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 entitled to receive are specific terms of the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy Merger and of Seller Seller’s demand to Buyerthe transactions contemplated by the Common Stock Purchase Agreements, nor thereafter if Escrow Agent received a Notice and the approval and adoption 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 the Common Stock Purchase Agreements and the transactions contemplated hereby (Bincluding the Merger) and thereby by the Indemnifying Stockholders pursuant to the Stockholders’ Written Consent shall constitute approval by such Indemnifying Stockholders, as specific terms of the Merger and of the transactions contemplated by the Common Stock Purchase Agreements, and the irrevocable agreement of such Indemnifying Stockholders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement has been otherwise terminated or cancelledrelating thereto, and Buyer is thereby entitled to receive including, without limitation, 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 deposit of the DepositEscrow Amount into escrow, Escrow Agent shall be relieved of all liability hereunder the indemnification obligations set forth in Section 14 hereof and with respect the appointment and sole authority to the Deposit. Escrow Agent shall deliver the Deposit, at the election act on behalf of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery Indemnifying Stockholders of the Deposit to Representative, as provided for herein and in the party making such demand by giving a notice of objection (a "Escrow Agreement.

Escrow. No later than two Business Days after the Closing Date, Parent, on behalf of the Surviving Corporation, will transfer to, and deposit with, the Escrow Agent an amount equal to the Escrow Amount plus the Reserve Amount. Such Escrow Amount shall hold the Deposit in escrow and shall dispose become part of the Deposit only Escrow Fund established pursuant to Article 7 and such Reserve Amount shall become part of the Reserve Fund established pursuant to Article 7. The portion of the Escrow Amount and the portion of the Reserve Amount withheld with respect to each Escrow Holder will be in accordance proportion to the amount of the Base Cash Amount payable to such Escrow Holder pursuant to Section 1.8(a) and/or Section 1.11(a) compared to the amount of the Base Cash Amount payable to all Escrow Holders. Such amount and such Escrow Holder’s allocated percentage of the Escrow Fund and the Reserve Fund (such percentage, an Escrow Holder’s “Recovery Percentage”) will be set forth on the Closing Consideration Spreadsheet. For the sake of clarity, the amount actually deposited into the Reserve Fund in respect of each Escrow Holder shall be determined without regard to withholding Taxes applicable to such amounts, and any such withholding Taxes applicable to amounts deposited into the Reserve Fund shall reduce other amounts payable to such Escrow Holder. Thus, for example, if $100 would be deposited into the Reserve Fund on behalf of an Escrow Holder (prior to any withholding Tax) and Taxes in the amount of $25 are required to be withheld with respect to such $100 deposit, $100 shall be deposited into the following provisions: a. Reserve Fund with respect to such Escrow Agent shall deliver the Deposit Holder and other payments to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of such Escrow Holder in connection with the Closing (which shall constitute a credit towards the Purchase Price); or (iidetermined after all required Tax withholding) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) 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 reduced by such party$25. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Following the Initial Decision Date and at least thirty (30) calendar days prior to the Payment Due Date (the “Funding Date”), WABCO shall or shall cause any other Indemnitor to deposit the Initial Decision Amount (the “Escrowed Amount”) by wire transfer in immediately available cash into an escrow account (the “Escrow Agent 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, the WABCO Charged Parties, ASD and the escrow agent (the “Escrow Agreement”) in substance and form reasonably acceptable to ASD and WABCO, which Escrow Agreement shall hold the Deposit in escrow contain customary terms and conditions and shall dispose reflect the agreed upon mechanics set forth in this Section 4.1. Following the deposit of the Deposit only Escrowed Amount into the Escrow Account, seven Business Days prior to the Payment Due Date (or such earlier date as ASD and WABCO may mutually agree): (i) if, in accordance with Section 2.2, neither WABCO (on behalf of the WABCO Charged Parties or B&K Charged Parties) nor ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date, the Escrowed Amount will be released (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (iAgreement) to Seller, upon completion of the Closing (which shall constitute a credit towards European Commission in the Purchase Price)manner specified in the Initial Decision or otherwise provided by applicable Law; or (ii) to Sellerif, after receipt of Seller’s demand in which Seller certifies either that accordance with Section 2.2, WABCO (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery on behalf of the Deposit, Escrow Agent shall be relieved WABCO Charged Parties or B&K Charged Parties) or ASD (on behalf of all liability hereunder and the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date with respect to the Deposit. 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 Agent shall deliver Agreement) to the DepositEuropean Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; provided, however, in lieu of the foregoing, if, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable least nine Business Days prior to the order of such partyPayment Due Date, WABCO provides or causes to be provided (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iiix) 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 WABCO, the Escrowed Amount shall be released if ASD determines, in its good faith discretion, that clause (x) and (y) above have been satisfied (such guarantee being referred to herein as an “Accepted and Confirmed Bank Guarantee”), pursuant to a written instruction delivered by ASD to the escrow agent in accordance with the Escrow Agreement, by wire transfer of immediately available funds to an account designated by such party. c. Upon receipt WABCO. For the avoidance of a written demand doubt, from Seller and after the time WABCO provides or Buyer under causes to be provided an Accepted an Confirmed Bank Guarantee in accordance with this Agreement (whether through an Early Payment or pursuant to this Section 164.1(b)(ii)), Escrow Agent shall send a copy of such demand according to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery standard practice of the Deposit European Commission, WABCO 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 party making such demand manner specified by giving a notice of objection (a "the Initial Decision or as otherwise agreed by the European Commission and ASD.

Escrow. (a) The Betalactamics Cleanup Escrow shall exist solely for the purpose of securing Sellers’ obligations under Section 5.5 of this Agreement. Upon the earlier of completion of the sanitary cleanup by Buyer or nine (9) months from the date of Closing, Buyer and Sellers shall instruct the Escrow Agent shall hold to remit the Deposit in escrow and shall dispose difference (if any) to Sellers between the amount of the Deposit only Betalactamics Cleanup Escrow and the expenses actually and reasonably incurred by Buyer in accordance with conducting the following provisions:sanitary clean-up activities. a. (b) The Escrow Agent Shares shall deliver provide security of Sellers’ payment to Buyer of all amounts due as a result of (i) the Deposit indemnification obligations in ARTICLE 6 of this Agreement, (ii) any purchase price adjustments pursuant to Seller Section 2.3 of this Agreement, including without limitation monies due to Buyer due to a Working Capital Deficiency that are not satisfied from the Working Capital Holdback, (iii) betalactamic clean-up expenses that exceed the Betalactamics Cleanup Escrow amount, and (iv) any other claims or Buyercosts or expenses arising under this Agreement which are the responsibility of Sellers. (c) The Escrow Shares shall be available to satisfy indemnification claims pursuant to Article 6 of this Agreement for a period of seven (7) years, as the case may be, as followsprovided that: (i) to Seller, upon completion Within ten days following the second anniversary of the Closing, Buyer shall instruct Escrow Agent to distribute to Sellers Two Hundred Thousand United States Dollars ($200,000) of OPKO Common Stock (less the sum of (i) the amount of any claims paid or pending under the Escrow Fund as of such date, plus (ii) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), in the event the registration of the Exatka trademarks referenced in Section 4.25 shall not have been obtained by such date). The amount retained relating to the Exakta marks shall be released to Sellers if such registration is obtained prior to the 36th month after the Closing (which date. The number of shares of OPKO Common Stock to be released to Sellers shall constitute a credit towards the Purchase Pricebe calculated in accordance with Section 6.4(d); or. (ii) Within ten days following the fourth anniversary of the Closing, Buyer shall instruct Escrow Agent to Sellerdistribute to Sellers Two Hundred Thousand United States Dollars ($200,000) of OPKO Common Stock (less the amount of any claims paid or pending under the Escrow as of such date), after receipt and it being understood that the amounts remaining in the Escrow shall be available solely to satisfy indemnification claims as a result of Seller’s demand breach of the representations and warranties contained in which Seller certifies either that (A) Buyer has defaulted under this Agreement, Sections 4.20 and any other tax obligation or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled liability arising from operation of the Company’s business prior to receive the Deposit; but Escrow Agent closing. The number of shares of OPKO Common Stock to be released to Sellers 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; orbe calculated in accordance with Section 6.4(d). (iii) to BuyerWithin ten days following the seventh anniversary of the Closing, 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 shall instruct Escrow Agent shall not honor Buyer's demand until more than ten to distribute to Sellers the remaining Escrow Shares (10) days after less the amount of any claims pending under the Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order as of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "date),

Escrow. The fees and expenses of the Escrow Agent relating to the Escrow Fund shall hold be paid by one-half by Parent and one-half by the Deposit in escrow and shall dispose Members. On the first anniversary of the Deposit only Closing Date, the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days after the first anniversary of the Closing) release and deliver to the Members an amount equal to the First Period Escrow Amount less the amount of the First Period Escrow Amount subject to pending or disputed indemnification claims of Parent, and where such claims are in compliance with the requirements of Article 7. The amount of the First Period Escrow Amount subject to such pending or disputed indemnification claims of Parent made before the first anniversary of the Closing Date shall remain in the Escrow Fund until such time such portion of the First Period Escrow Amount is no longer subject to pending or disputed indemnification claims of Parent, at which time the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members such amount. On the Escrow Termination Date the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members the remaining amounts held in the Escrow Fund less the amount not subject to pending or disputed indemnification claims of Parent, and where such claims are in compliance with the requirements of Article 7. Notwithstanding anything herein, no new claim may be made on the First Period Escrow Amount after the first anniversary of the Closing Date. On the Escrow Termination Date, the Escrow Fund will terminate except with respect to any amount that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Members on or prior to the Escrow Termination Date, and in accordance with the following provisions: a. provisions of Article 7. As soon as all such claims have been resolved, the Escrow Agent shall immediately deliver to the Deposit to Seller or Buyer, as Members the case may be, as follows: (i) to Seller, upon completion remaining portion of the Closing (which Escrow Amount not required to satisfy such claims pursuant to the Escrow Agreement. Deliveries from the Escrow Fund to the Members pursuant to this Agreement and the Escrow Agreement shall constitute a credit towards be made in proportion to the Purchase Price); or (ii) to SellerMembers’ respective Pro Rata Portion of the remaining Escrow Amount as set forth on Exhibit C, after receipt of Seller’s demand and in which Seller certifies either that (A) Buyer has defaulted under this the Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect each amount rounded to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by nearest whole cent (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party$0.01). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold As the Deposit sole remedy for the indemnification obligations set forth in escrow Article VI of this Agreement, an aggregate number of shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock, allocated in accordance with Schedule 1.13(b)(v) amongst such holders as provided in the Note Purchase Agreement dated as of August 20, 2013 by and shall dispose among Health Guru and the Lenders (as defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents, representing ten percent (10%) of the Deposit only shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock as a result of the Merger pursuant to this Agreement, shall be deposited into escrow (the “Escrow Shares), in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms and conditions of the escrow agreement to be entered into at the Closing (which shall constitute a credit towards between Kitara, the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection Representative (defined below) from Buyer within such ten and Continental Stock Transfer & Trust Company, as escrow agent (“Escrow Agent”), in form and substance as attached hereto as Exhibit A and providing for the terms contemplated by Article VI hereof (the “Escrow Agreement”). The Escrow Agreement shall provide that, on the 5th business day after Kitara files with the SEC its Annual Report on Form 10) day period; or -K for the fiscal year ending December 31, 2014, but in no event later than April 15, 2015 (iii) to Buyerthe “Escrow Release Date”), 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 release the Escrow Agent has given a copy Shares to the former stockholders of Buyer's demand to SellerHealth Guru in the same proportions as originally deposited into escrow, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery less, for each of the Depositstockholders, the net of that portion of such stockholders’ proportion of the Escrow Agent shall be relieved Shares applied in satisfaction of all liability hereunder and or reserved with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election indemnification claims made pursuant to Section 6.1 of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable this Agreement attributable to the order of such party, (ii) an unendorsed official bank or cashier's check payable stockholders’ proportion. Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved claim shall be delivered to the order of stockholders in the same proportions as originally deposited into escrow, promptly upon such partyresolution, or (iii) a bank wire transfer of immediately available funds subject to an account designated by reduction, if any, as set forth herein for the indemnification obligation associated with such partyresolved claim. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold a. At the Deposit in escrow and shall dispose Effective Time, a portion of the Deposit only Merger Consideration in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit an amount equal to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion 10% of the Closing Base Consideration (which shall constitute a credit towards the Purchase Price); or (ii) to Sellerconsisting, after receipt more specifically, of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery % of the Depositshares of WFBI Common Stock that comprise the Base Consideration (the “Escrow Shares”), Escrow Agent shall together with any cash in lieu of fractional shares of WFBI Common Stock to be relieved of all liability hereunder and paid with respect to the Deposit. such Escrow Agent shall deliver the Deposit, at the election Shares pursuant to Section 6.b.v of this Plan of Merger and 10% of the party entitled cash that comprises the Base Consideration (the “Escrow Cash”), and together with the Escrow Shares, the “Indemnity Escrow Amount”, and together with interest and earnings thereon, the “Escrow Fund”) shall be deposited into escrow with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to receive an escrow agreement in substantially the sameform attached as Exhibit E to the Merger Agreement (the “Escrow Agreement”), as security for the indemnification obligations of the holders of FP Holding Common Stock (other than holders of Dissenting Shares or Excluded Shares), FP Warrants and FP Director Options (each, an “FP Indemnity Securityholder”) set forth in Section 6.12 of the Merger Agreement and to make the payments contemplated by Section 6.12 of the Merger Agreement. A pro rata portion (the “Pro Rata Share”) of the Indemnity Escrow Amount shall be allocated to each FP Indemnity Securityholder, with such allocation comprising either (i) a goodpro rata portion of the Escrow Cash or (ii) a pro rata portion of the Escrow Shares (together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 6.b.v of this Plan of Merger), unendorsed certified check as would be payable to each FP Indemnity Securityholder pursuant to Section 2.2 of the Merger Agreement. The portion of the Indemnity Escrow Agent Amount attributable to each FP Indemnity Securityholder shall be withheld from the portion of the Merger Consideration payable to the order FP Indemnity Securityholders at the Effective Time pursuant to Sections 6.b and 6.c of this Plan of Merger. b. In the event that there is a distribution of a portion of the Escrow Fund to WFBI pursuant to Section 6.12 of the Merger Agreement, then the amount of such partydistribution shall be allocated in the form of Escrow Cash and Escrow Shares (together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 6.b.v of this Plan of Merger) in the same proportion as the Escrow Cash and Escrow Shares were deposited with respect to each FP Indemnity Securityholder, in order to proportionately reduce the Pro Rata Share allocated to each FP Indemnity Securityholder. c. Each claim for WFBI Losses that is to be satisfied from the Escrow Fund pursuant to Article VI of the Merger Agreement shall be satisfied by delivery to WFBI, on behalf of the applicable FP Indemnity Securityholder, of Escrow Shares or Escrow Cash, as applicable, in an amount equal to the WFBI Losses. The amount of Escrow Shares and Escrow Cash to be used to satisfy each such claim shall be determined by reference to each FP Indemnity Securityholder’s Pro Rata Share of the amount to be so delivered, to be calculated as follows: as to each FP Indemnity Securityholder, out of such FP Indemnity Securityholder’s Escrow Cash or Escrow Shares, as applicable, in the same proportion as the Escrow Cash and Escrow Shares deposited with respect to such FP Indemnity Securityholder pursuant to this Section 8 of this Plan of Merger. d. Except as specifically authorized in Section 6.12 of the Merger Agreement, no claims may be made or recovery from the Escrow Fund sought following the end of the WFBI Indemnification Period. e. Promptly, and in any event within three business days, following the end of the WFBI Indemnification Period, the remaining portion of the Escrow Fund, less any amount of actual or reasonably estimated WFBI Losses in respect of any resolved claims that have yet to be satisfied or any unresolved and pending claims specified in any WFBI Claim) (“Unresolved Claims”) delivered to the FP Representative in accordance with Section 6.12(h) of the Merger Agreement on or prior to the end of the WFBI Indemnification Period, shall be distributed to the FP Indemnity Securityholders in accordance with Section 8.g of this Plan of Merger and the terms of the Escrow Agreement. f. In the event that there exist Unresolved Claims as of the expiration of the WFBI Indemnification Period, as soon as each such Unresolved Claim has been resolved, the Escrow Agent shall promptly, and in any event within three business days following the resolution or satisfaction of such Unresolved Claim, deliver in accordance with Section 8.g of this Plan of Merger and the terms of the Escrow Agreement, the portion of the Escrow Fund that was retained for purposes of satisfying such Unresolved Claim that was not needed to satisfy such Unresolved Claim. g. Delivery of the Escrow Fund or any portion thereof to the FP Indemnity Securityholders pursuant to this Section 8 of the Plan of Merger and Section 6.12 of the Merger Agreement shall be made by the Escrow Agent based on each FP Indemnity Securityholder’s Pro Rata Share of the Indemnity Escrow Amount to be so delivered, with such allocation comprising either (i) a pro rata portion of the Escrow Cash or (ii) an unendorsed official bank or cashier's check a pro rata portion of the Escrow Shares (together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 6.b.v of this Plan of Merger), as would be payable to the order each FP Indemnity Securityholder pursuant to Section 6.b of such party, or (iii) a bank wire transfer this Plan of immediately available funds to an account designated by such partyMerger. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. At or prior to the Closing, the Purchaser, the OSN Representative, FADL, the Seller Representative and the Escrow Agent shall hold the Deposit in escrow and shall dispose enter into an Escrow Agreement, effective as of the Deposit only Closing, substantially in the form attached as Exhibit A hereto (the “Escrow Agreement”), pursuant to which (i) the Purchaser shall cause to be delivered to the Escrow Agent from the Exchange Shares otherwise deliverable at Closing an aggregate of 28,095,454 Seller Escrow Shares (including (A) 24,372,900 Earn-Out Escrow Shares to be held in the Earn-Out Escrow Account and (B) 3,722,554 Seller Indemnification Escrow Shares to be held in the Indemnification Escrow Account and (ii) FADL shall cause to be delivered to the Escrow Agent the FADL Indemnification Escrow Shares to be held in the Indemnification Escrow Account, in each case along with any earnings thereon (excluding Accrued Dividends) and in accordance with the following provisions: a. terms and conditions of this Agreement and the Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion Agreement. The portion of the Exchange Shares that shall be withheld at the Closing (which for deposit in the Earn-Out Escrow Account shall constitute a credit towards be allocated among the Purchase Price); or (ii) to Seller, after receipt of Sellers pro rata based on each Seller’s demand Pro Rata Share. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in which the Indemnification Escrow Account shall be allocated among the Sellers holding Class B Purchaser Shares based on each such Seller’s pro rata share of the Class B Purchaser Shares. Each Seller certifies either 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 (Aare forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share) Buyer has defaulted under during the time held in the Escrow Accounts as Escrow Shares. FADL shall have the right to vote the FADL Indemnification Escrow Shares during the time held in the Indemnification Escrow Account as Escrow Shares. The Parties agree that while any Escrow Shares are held in an Escrow Account, any dividends or distributions made or otherwise payable on or in respect of such Escrow Shares shall not be paid to the Escrow Account and shall instead be held by Purchaser as Accrued Dividends in accordance with the terms and conditions of this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The funds contained in the Escrow Agent Account shall hold the Deposit in escrow and shall dispose of the Deposit only be distributed in accordance with the following provisions: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. a. (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 the Initial Damages Amount, directing the Escrow Agent to release from the Escrow Account and pay to the Sellers as directed by the 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 fifth Business Day after eighteen (18) months after the Closing Date (the “Secondary 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 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, 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 Sellers 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 deliver continue to hold the Deposit Remaining Balance pending the final resolution of the Direct Claims or Third Party Claims, whereupon, as and when such Direct Claims or Third Party Claims are resolved from time to Seller 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 Buyerthe Buyer (or its designee(s)), as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Sellers agree that in accordance with Section 2.02(e), at the Closing, share certificates for 2,447,583 shares of 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 Agent Shares, the "ESCROW SHARES" or the "ESCROW") shall hold the Deposit be held by Optium in escrow and shall dispose of the Deposit only Escrow in accordance with the following provisions: a. terms of this Agreement. All shares of Optium Stock held by Optium in Escrow Agent shall deliver be applied by Optium in accordance with the Deposit terms of this Agreement to Seller 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 may only be cancelled by Optium or Buyerdelivered to the Sellers, as the case may be, as follows:applicable. (ib) Any shares of Optium's capital stock issued or distributed upon any stock split, stock dividend or recapitalization effected by Optium after the Closing Date (the "NEW SHARES") in respect of any Escrow Shares that have not been released from the Escrow shall be added to Sellerthe 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, upon completion 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 Closing (which shall constitute a credit towards Escrow Shares held in escrow. Subject to the Purchase Price); or (ii) to Seller, after receipt terms and conditions of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledeach Seller shall be deemed the record holder of, and shall have voting, dividend, distribution and all other rights with respect to the Escrow Shares held in escrow on behalf of such Seller is thereby entitled (including any New Shares added to receive the Deposit; but Escrow Agent in respect of such Escrow Shares). Each Seller shall not honor 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 demand until more Representative concedes liability (subject to prior agreement in writing by each of the Major Engana Investors), the 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 after Escrow Agent has given a copy following the dispatch of such notice. If any Seller Seller’s demand or Sellers make such election to Buyerpay for their pro rata portion of any claim with cash, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to BuyerOptium shall, after following the receipt of Buyerinstructions from the Seller's demand Representative in which Buyer certifies either that (A) Seller has defaulted under this Agreementaccordance with Section 10.04(b), or (B) this Agreement has been otherwise terminated or cancelled, cancel the original stock certificates and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by issue (i) two new stock certificates, a goodsingle certificate evidencing the balance Series D-1 Escrow Shares and a single certificate evidencing the balance Common Escrow Shares, unendorsed certified check each registered in the name of Escrow Agent payable to the order of such party, Optium and held by Optium in escrow and (ii) an unendorsed official bank or cashiertwo 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 check payable 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 order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partySeller's Representative. c. Upon receipt (d) As promptly as practicable following the release of a written demand any Escrow Shares from Seller or Buyer under Section 16the Escrow, Escrow Agent Optium shall send a copy 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 number of Escrow Shares then remaining in the Escrow to the Seller's Representative, 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 Escrow, in which case the number of Escrow Shares to be distributed shall be reduced by the number of Escrow Shares equal in value to the aggregate amount of such demand 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 Shares held in escrow to the Seller's Representative allocated to each Seller based on their pro rata percentages as set forth opposite each such Seller'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 payment of cash in accordance with Section 2.05(c)). (f) Any delivery of Escrow Shares to the 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 delivery service to the 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 other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "parties).

Escrow. (a) Each of ▇▇▇▇▇▇ ▇. ▇▇▇, Avi ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Mania, ▇. ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (each an "Escrow Executive") hereby agrees as a condition and inducement to Parent's willingness to enter into this Agreement to enter into, prior to the Appointment Time, an Escrow Agreement (the "Escrow Agreement") with Parent substantially in the form of Exhibit C. The amount set forth under the column entitled "Total" next to each Escrow Executive's name on Exhibit F hereto, shall, with respect to each executive be referred to as the "Executive Escrow Total." Each Escrow Executive, the Company and Parent agree that the payments that would otherwise be owed to such executive pursuant to the terms of his employment agreement with Company upon consummation of the Offer shall be reduced by the amount of the Executive Escrow Total and that Parent shall, within two business days of the Appointment Time, deposit cash in such amount with American Stock Transfer and Trust Co. (or another institution selected by Parent with the reasonable consent of the Founders), as escrow agent (the "Escrow Agent"). All such deposits pursuant to this Section 6.18 shall total $5,000,000 and (together with any interest earned thereon) shall constitute the Escrow Fund and be governed by the terms set forth in this Section 6.18 and the Escrow Agreement (such arrangement, the "Escrow"). Parent shall be solely responsible for all expenses and fees payable to Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance connection with the Escrow. (b) With respect to each date (each, a "Determination Date") set forth on Exhibit D (the "Escrow Threshold Schedule"), Parent shall certify in writing to each Escrow Executive as soon as reasonably practical following provisions: a. such date (and in no event more than 30 days thereafter) whether the applicable threshold test (each, a "Threshold Test") corresponding to such date on the Escrow Threshold Schedule has been satisfied. No earlier than such delivery to the Escrow Executives, Parent shall deliver to the Escrow Agent shall a certificate signed by Parent directing the Escrow Agent to deliver the Deposit applicable threshold amount (each, a "Threshold Amount") corresponding to Seller or Buyersuch date on the Escrow Threshold Schedule, as the case may betogether with any interest earned thereon, as follows: to either (i) the Escrow Executives (to Seller, upon completion of each Escrow Executive pro rata based on contributions to the Closing (which shall constitute a credit towards Escrow Fund with respect to such executive for such Threshold Test as set forth on Exhibit F) if the Purchase Price); or applicable Threshold Test has been satisfied or (ii) Parent if the applicable Threshold Test has not been satisfied. The Escrow shall terminate when all disputes regarding any distributions from the Escrow Fund have been settled and all distributions under the Escrow have been made. (c) Each of ▇▇▇▇▇▇ ▇. ▇▇▇, Avi Fox, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Mania, ▇. ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees, notwithstanding any agreement between such executive and Company (including each agreement set forth on Part 3.04 of the Company Disclosure Letter), that effective as of the Appointment Time, the maximum amount that Company will be obligated to Sellerpay such executives in order to reimburse such executives for any federal, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementstate, or local income tax or excise tax (B) this Agreement has been otherwise terminated including any interest or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and penalties imposed with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election such taxes) by reason of any payment being made by or on behalf of Company to such executives that is subject to a "golden parachute" excise tax under Section 4999 of the party entitled to receive Code, shall be a total amount for all such executives collectively of $140,668.00 (the same"Aggregate Excise Tax Gross-up Cap"). Notwithstanding the foregoing sentence, by (i) a good, unendorsed certified check of each Escrow Agent payable Executive and Parent agrees that to the order extent that Net Cash Available After Termination Related Payments (as defined on Exhibit F) exceeds $750,000 on the Determination Date on which Net Cash Available After Termination Related Payments is calculated, Parent shall pay, on behalf of such partyCompany, (ii) an unendorsed official bank or cashier's check payable to the order of Escrow Executives, collectively, 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, excess as if the Escrow Agent shall send a copy of such demand Executives had not agreed to the other party. Within ten (10) days after the date of receiving sameAggregate Excise Tax Gross-up Cap, but not thereafter, only to the other party may object to delivery extent that the Escrow Executives have been required by a Taxing Authority within six months of the Deposit Appointment Time to the party making such demand by giving a notice of objection (pay a "golden parachute" excise tax referred to above.