Common use of Escrow Clause in Contracts

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

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

Escrow. (a) At Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the Closingexpiration of the Evaluation Period, the Purchaser Representative, the Seller Representative ▇▇▇▇▇▇▇ Money Deposit and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, a number for purposes of shares equal to five percent (5%) reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of each of reporting the shares of (i) Purchaser Common Stockinterest earnings, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofis ▇▇-▇▇▇▇▇▇▇. (b) The Escrow Property Agent shall not be subject liable to any indemnification claim with respect party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the extent made after parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the date that is two (2) years after event Escrow Agent receives written notice of a dispute between the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including parties with respect to the required timing of Claim Notices) that remain unresolved at ▇▇▇▇▇▇▇ Money Deposit and the time of interest earned thereon (the Escrow Expiration Date (“Pending Claims”"ESCROWED FUNDS"), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any remaining court of competent jurisdiction. Upon such deposit, Escrow Property remaining Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Account Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the SellerEscrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePurchaser, the Seller Company, the INXB Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental 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 Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datedeposit six hundred eight-eight thousand, a number of six hundred and three (688,603) shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Stock (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, Agent to be held and disbursed by the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI VII hereof and the Escrow Agreement. The Escrow Property Shares shall serve as be allocated among the sole source of payment for the obligations of the Seller pursuant Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from be deposited in the Escrow Account shall be treated by issued in the Parties as an adjustment 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 Merger Consideration received by 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 Seller Indemnifying Party pursuant to and in accordance with Article I VII hereof. (b) . The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that is two first (21st) years after anniversary of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI VII hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably 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 Purchaser INXB Representative under Article VI VII and the Purchaser Share Price as of the Escrow first day after 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 VIVII. After the Escrow Expiration Date, any Escrow remaining Escrowed 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 disbursed to the SellerExchange 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 and payment of all indemnification obligations in connection therewithClaims, the Escrow Agent shall transfer disburse any remaining Escrow Escrowed Property remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agreement.

Escrow. (a) At In the event any Buyer Indemnitee is entitled to indemnification for Buyer Indemnified Losses under Section 8.2(a) or prior Section 8.2(c), such Buyer Indemnitee shall seek payment first out of the Indemnity Escrow Funds, and such Buyer Indemnitee shall be entitled to seek payment directly from the Seller for such Buyer Indemnified Losses only if the Indemnity Escrow Funds are reduced to zero, subject in all cases to the Closingterms, the Purchaser Representative, the Seller Representative conditions and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as limitations of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with this Article VI hereof VIII and the Escrow Agreement. The Escrow Property shall serve as Any Claim Notice delivered by a Buyer Indemnitee to the sole source Seller in respect of indemnification under this Agreement which may involve payment for the obligations out of the Seller pursuant Indemnity Escrow Funds shall include, in addition to Article VI (any other than for Fraud Claims). Unless otherwise information required by Lawthis Article VIII, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment Buyer Indemnitee’s good faith estimate to the Merger Consideration received by extent feasible (which estimate will not be conclusive of the Seller pursuant to Article I hereoffinal amount of that Claim) of the amount of Indemnity Escrow Funds that should be reserved in respect of such Buyer Indemnified Losses (the “Reserved Amount”). (b) The Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Indemnity Escrow Property Funds, the Seller and the Buyer shall not be subject jointly instruct the Escrow Agent under the Escrow Agreement to any indemnification claim with pay to the Buyer Indemnitee the lesser of (i) the amount of the Buyer Indemnified Losses in respect of such Claim and (ii) the extent made after balance of the Indemnity Escrow Funds. (c) On the date that is two (2) years after six months following the Closing Date (the “First Escrow Expiration Release Date”); provided, howeverthe Escrow Agent under the Escrow Agreement shall, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the required timing Seller an amount equal to $3,281,250 less the sum of Claim Notices(i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the aggregate amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions Buyer Indemnities in respect of Article VI. After Claims prior to the Escrow Expiration First Release Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject (ii) the aggregate Reserved Amount as of the First Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to resolved but unpaid claims the First Escrow Release Date, if any (provided that in favor the event the sum of an Indemnified Party(i) and (ii) is equal to or greater than $3,281,250, no funds shall be transferred paid to the Seller on the First Escrow Release Date). (d) On the date that is twelve months following the Closing Date (the “Second Escrow Release Date”), the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller an amount equal to $6,562,500 less the sum of (i) the amount paid to the Seller on the First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the Second Release Date, if any, and (iii) the aggregate Reserved Amount as of the Second Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Second Escrow Release Date, if any (provided that in the event the sum of (i), (ii) and (iii) is equal to or greater than $6,562,500, no funds shall be paid to the Seller on the Second Escrow Release Date). (e) On the Cut-Off Date, the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any. (f) Following the Cut-Off Date, from time to time, upon resolution of any Claim for indemnification made by the Buyer Indemnitees and the appropriate amount, if any, from the Indemnity Escrow Funds having been paid to the Buyer Indemnitees in respect of such Claims, the Seller and the Buyer shall jointly instruct the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account release to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all remaining unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any.

Escrow. (a) At 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 prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerBuyer, as escrow agent (the “Escrow Agent”)case may be, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of follows: (i) Purchaser Common Stockto 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) Series A Preferred Stockan unendorsed official bank or cashier's check payable to the order of such party, and or (iii) Series B Preferred Stock a bank wire transfer of immediately available funds to be transferred as part an account designated by such party. c. Upon receipt of the Merger Consideration (all a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment demand to the Merger Consideration received by the Seller pursuant to Article I hereof. other party. Within ten (b10) The Escrow Property shall not be subject to any indemnification claim with respect the extent made days after the date that is two (2) years after of receiving same, but not thereafter, the Closing Date (other party may object to delivery of the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect Deposit to the required timing party making such demand by giving a notice of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date objection (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller."

Escrow. (a) At or prior to the Closing, the Purchaser Purchaser, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as 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 Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent on the Closing Date, Agent: (i) a number of shares Purchaser Common Stock equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Stockholder Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Indemnity Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow Shares”), to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Distribution Escrow Account). The Escrow Property Shares shall be allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with the schedule and restrictions as agreed upon by the Purchaser and the Stockholder representative and set forth in the Escrow Agreement. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article ARTICLE I hereof. (b) The Indemnity Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two (2) years 18 months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article ARTICLE VI hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article ARTICLE VI and the Purchaser Share Price as of the Escrow Expiration DateCommon Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article ARTICLE VI. After the Escrow Expiration Date, any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account to the SellerExchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At or prior to 9.1 On the ClosingCompletion Date, the Purchaser Representativeshall 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, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as be deposited with an escrow agent (the “"Escrow Agent”"), whose receipt shall enter into be an Escrow Agreementabsolute discharge therefor, effective as of such deposit to constitute the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller escrow fund (the “"Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%Fund") of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof 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 Property Fund shall serve as continue to be held by the sole source of payment for Escrow Agent until its termination which shall happen upon the obligations latest to occur of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof.following: (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made 9.3.1 one year after the Completion Date; 9.3.2 the date that is two (2) years after of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time exhaustion of the Escrow Expiration Date 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 (“Pending to the extent that they, in fact, become Agreed Claims”), all or a portion ) have been fully satisfied out of the Escrow Property reasonably necessary Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to satisfy such Pending Claims (as determined based on the amount release of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as some of the Escrow Expiration Date) shall remain Shares and cash 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending ClaimsPounds Sterling, if any, and not subject 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 resolved but unpaid cover potential liabilities in relation to claims in favor of an Indemnified Party, formerly notified. Any such Escrow Shares or cash released shall be transferred by dealt with pursuant to clause 9.5 as if they had been released upon a termination of the Escrow Agent to Fund. 9.5 Upon the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithEscrow Fund terminating, the Escrow Agent shall transfer any remaining deliver to the Vendors all Escrow Property Shares and other property remaining in the Escrow Account Fund. Deliveries of Escrow Shares to Vendors pursuant to this clause 9.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the SellerEscrow Fund. 9.6 All Notified Claims shall be resolved by mutual agreement amongst the parties within 90 days of notification, if possible, failing which by arbitration in accordance with the rules of the London Court of International Arbitration, with the seat of arbitration in London, England.

Escrow. (a) At or prior The parties to the ClosingEscrow Agreement shall instruct the Escrow Agent, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable 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 Sellerother Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, as escrow agent (the “Escrow Agent”)warranty, shall enter into an Escrow Agreementcovenant, effective as agreement or other obligation contained in this Agreement or any of the Effective Timeother Transaction Documents, and in form and substance reasonably satisfactory no event shall the ESOP, the Option Holders or the SARs Holders be liable to the any Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnitee for any amounts in excess of the Escrow Agent on Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, a number the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the 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 shares an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five percent (5%) of Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of the shares applicable portion of (i) Purchaser Common Stockthe Escrow Funds, (ii) Series A Preferred Stockif any, pursuant to this Article X in connection with such resolution, to release to the ESOP and to the Company on behalf of, and (iii) Series B Preferred Stock to be transferred as part 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 Merger Consideration (all remaining aggregate amount of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions Losses with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofunresolved indemnification claims. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to Upon the Closingissuance of the Non-Escrow Shares in accordance with Section 1.4, the Purchaser Representative, shall withhold the Seller Representative Initial Escrow Shares and a third-party escrow agent mutually acceptable deliver such shares of Purchaser Common Stock to the Purchaser and the SellerWilmington Trust N.A., as escrow agent (the “Escrow Agent”), shall enter into an to be held by the Escrow Agreement, effective Agent as collateral to secure the rights of the Effective Time, in form Purchaser pursuant to Section 1.3(a) and substance reasonably satisfactory of the Indemnified Parties under Article X. The Escrow Shares shall be held pursuant to the Purchaser and provisions of an escrow agreement substantially in the Seller form of Exhibit C hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to . The Escrow Shares will be held by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after until the date that is two (2) years 12 months after the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect that in the event the Purchaser has made a claim under Article X prior to any indemnification claims made the end of the Escrow Period, then, in accordance with Article VI hereof (including with respect and subject to the required timing of Claim Notices) that remain unresolved at the time terms and conditions of the Escrow Expiration Date Agreement, the Escrow Period shall continue (“Pending Claims”)and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the quotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, all or 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 portion Stockholder, without any further act of any Stockholder, such Stockholder shall be deemed to have consented to and approved (i) the use of the Escrow Property reasonably necessary Shares as collateral to satisfy such Pending Claims (as determined based on secure the amount rights of the indemnification claim included Purchaser pursuant to Section 1.3(a) in the Claim Notice provided by manner set forth herein and in the Purchaser Representative under Article VI and Escrow Agreement, (ii) the Purchaser Share Price as use of the Escrow Expiration Date) shall remain Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Account until such time Agreement, and (iii) the appointment of the Stockholders’ Representative as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After representative under the Escrow Expiration Date, any Escrow Property remaining in Agreement of the Escrow Account that is not subject to Pending Claims, if any, Stockholders under this Agreement and not subject to resolved but unpaid claims in favor as the attorney-in-fact and agent for and on behalf of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch Stockholder.

Escrow. (a) At Unvested Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesUnvested Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Unvested Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow 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 Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase 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 the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeNonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory 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 Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided 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 Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any 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 (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At On or prior to the ClosingClosing Date, the Purchaser Stockholders’ Representative, the Seller Representative Parent and a third-party escrow agent mutually acceptable to the Purchaser Branch Banking and the Seller, as escrow agent Trust Company (the “Escrow Agent”), ) shall enter into an Escrow Agreement, effective escrow agreement in substantially the form attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller 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 which the Purchaser shall issue to terms of the Escrow Agent on the Closing Date, a number of shares equal Agreement. (c) Parent shall withhold an amount up to five ten percent (510%) of each 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 shares 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 (i$9,250,000) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”). (d) (together with any equity securities paid as dividends or distributions with respect The Escrow Amount shall be deposited in an interest-bearing escrow account, pursuant to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and terms of the Escrow Agreement. The Escrow Property shall serve as Pursuant to and subject to the sole source of payment for the obligations terms and conditions of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required Escrow Agreement, the Escrow Amount shall be held in escrow until receipt by Law, all distributions made the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Account Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided in the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after held in escrow until the date that is two twelve (212) years months after the Closing Date Date. (the “Escrow Expiration Date”); provided, however, with respect to e) Notwithstanding any indemnification claims made in accordance with Article VI hereof (including with respect provisions of this Agreement to the required timing of Claim Noticescontrary, (i) that remain unresolved at the time Parent shall be treated for income Tax purposes as the beneficial owner of the Escrow Expiration Date (“Pending Claims”), Amount and all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account earnings thereon until such time as any such Pending Claim shall have been finally resolved and paid funds are distributed pursuant to the provisions Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of Article VI. After (a) the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspurchase price adjustments, if any, pursuant to Section 1.12 and not subject (b) the indemnity obligations of the Participating Holders pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerARTICLE IX.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreementescrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on the Closing Date, a number of shares of the Purchaser Common Stock (with each share valued at the Redemption Price) equal to five three percent (53%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.I.

Escrow. (a) At or prior 12.1 The Escrow Amount together with the Additional Escrow Amount, from time to time, together with all interest earned thereon, shall be deposited and held in the Closing, Escrow Account and paid out in accordance with the Purchaser Representative, provisions of this Clause 12 and the Seller Representative and a third-party escrow agent mutually acceptable Escrow Agreement by way of security against any liability of the Ordinary Shareholder to pay any amounts to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares respect of (i) Purchaser Common Stock, any claims under this Agreement (including any Claims); (ii) Series A Preferred Stock, and any claims made under the Tax Deed; (iii) Series B Preferred Stock any claims made by Digital Realty (UK) Limited under the Consultancy Agreement; and/or (iv) any adjustments to be transferred as made pursuant to Clause 8 (“Other Claims”). All interest earned on principal in the Escrow Account (less Tax if applicable) shall follow that part of the Merger Consideration (all of principal on which it is earned and shall be paid out at the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), same time. 12.2 The monies in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated released by the Parties Escrow Agent as an adjustment follows: (a) on the date which is 9 (nine) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be paid to the Merger Consideration received Ordinary Shareholder out of the Escrow Account, the sum of £20,000 (amount in words) retained with respect to any Income and Outgoings to be prorated in accordance with Clause 8 less the aggregate of: (i) the amount of any adjustments to be made pursuant to Clause 8 due to the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any outstanding claims made by the Seller pursuant Purchaser under Clause 8 prior to Article I hereof.that date but not agreed or determined; (b) The any monies agreed to be paid or released or which have been determined by an Expert to be released pursuant to Clause 8; (c) if the ▇▇▇▇▇ Guarantees have been released within the period of 36 (thirty six) months following the Completion Date (or if such date is not a Business Day, the next Business Day following such date), there shall be paid to the Ordinary Shareholder out of the Escrow Property shall Account, the balance of all monies then to the credit of the Escrow Account less the aggregate of: (i) the amount of any Claims and/or Other Claims by the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is liable and not be subject duly paid or credited as having been paid to the Purchaser; and (ii) the amount of any indemnification claim with respect outstanding Claims and/or Other Claims made by the extent made Purchaser prior to that date but not agreed or determined or lapsed; (d) after the period of 36 (thirty six) months following the Completion Date and until the date upon which the ▇▇▇▇▇ Guarantees have been released and/or extinguished there shall be paid to the Ordinary Shareholder out of the Escrow Account, the ▇▇▇▇▇ Rental Surplus less the aggregate of: (i) the amount of any Claims and/or Other Claims by the Purchaser agreed or determined prior to that date for which the Ordinary Shareholder is two liable and not duly paid or credited as having been paid to the Purchaser; and (2ii) years after the Closing Date amount of any outstanding Claims and/or Other Claims made by the Purchaser prior to that date but not agreed or determined or lapsed; (e) from time to time thereafter, there shall forthwith be paid to the “Ordinary Shareholder out of the monies remaining in the Escrow Expiration Date”)Account, the amount, if any, by which the amount of those monies remaining in the Escrow Account, shall from time to time exceed the aggregate of: (i) the amount of any Claims and/or Other Claims made by the Purchaser agreed or determined prior to that date and not duly paid to the Purchaser; provided, however, with respect and (ii) the amount of any outstanding Claims and/or Other Claims by the Purchaser made prior to any indemnification claims made that date but not agreed or determined or lapsed; and (f) in accordance with Article VI hereof (including with respect Clauses 12.5(a), 12.5(b), 12.5(c) and 12.5(g). All monies paid to the required timing of Claim Notices) that remain unresolved at the time Purchaser out of the Escrow Expiration Account shall be deemed to the extent so paid to satisfy the Claim(s) and/or Other Claims in respect of which such monies are paid out. 12.3 References in this Clause 12 to a Claim or Other Claims being agreed or determined or lapsed shall be: (a) to an agreement evidenced by joint written instructions signed on behalf of both the Ordinary Shareholder and the Purchaser stating: (i) the agreed amount of such Claim and/or Other Claims (if any) either for which the Ordinary Shareholder is liable and/or (if any) the agreed amount of such Claim and/or Other Claims for which the Ordinary Shareholder is not liable and/or (if any) the amount of such Claim and/or Other Claims still in dispute; or (ii) that the relevant Claim and/or Other Claims has lapsed; (b) to a determination of the Expert in accordance with the provisions of Clause 8 indicating on its face the amount of such Other Claim for which the Ordinary Shareholder is or is not liable; or (c) to a determination of the courts of England evidenced by an amount indicating on its face: (i) the amount of such Claim and/or Other Claims for which the Ordinary Shareholder is or is not liable; or (ii) that the relevant Claim and/or Other Claims has lapsed. 12.4 Each Claim or Other Claim, in order to be recognised as being validly made, must be made in writing, shall give such reasonable details of the Claim or Other Claim as may be available at that time (to include an estimate of a monetary amount of such Claim or Other Claim which shall be a fair, reasonable and bona fide estimate of the level of such Claim or Other Claim) and shall be delivered to the Ordinary Shareholder in accordance with paragraph 2 of Schedule 5 (Sellers’ Limitations on Liability) and Clause 33. 12.5 The Purchaser and the Ordinary Shareholder shall instruct the Escrow Agent that it is hereby irrevocably instructed by the Ordinary Shareholder and the Purchaser to sign money transfer orders on the Escrow Account for the release of principal monies as follows: (a) upon the receipt by the Escrow Agent of joint written instructions pursuant to Clause 12.3(a), to the Purchaser in respect of the amount (if any) of an agreed Claim and/or Other Claim; (b) upon the receipt by the Escrow Agent of (i) a determination pursuant to Clause 12.3(b); and/or (ii) an award or order pursuant to Clause 12.3(c), to the Purchaser in respect of the amount (if any) of the Claim and/or Other Claims for which the Ordinary Shareholder is liable; (c) on the date which is 9 (nine) months following the Completion Date (“Pending Claims”or if such date is not a Business Day, the next Business Day following such date), all or a portion to the Ordinary Shareholder in respect of the Escrow Property reasonably necessary amount referred to satisfy in Clause 12.2(a); (d) on the date which is 36 (thirty six) months following the Completion Date (or if such Pending Claims date is not a Business Day, the next Business Day following such date), to the Ordinary Shareholder in respect of the amount referred to in Clause 12.2(c); (as determined based e) annually thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(d) (or in any such case the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain principal remaining in the Escrow Account until if a lesser sum); (f) from time to time thereafter, to the Ordinary Shareholder in respect of the amounts referred to and on the basis set out in Clause 12.2(e) (or in any such time case the amount of the principal remaining in the Escrow Account if a lesser sum); and (g) on the dates referenced in Clauses 12.2 to the Ordinary Shareholder in respect of any interest (less any Tax if applicable) in accordance with Clause 12.6, and in making the payments to be made pursuant to this Clause 12 the Escrow Agent shall rely on (as such Pending Claim shall the case may be): (i) the specified or estimated amounts of Claims and/or Other Claims which the Purchaser notifies to the Escrow Agent have been finally resolved and paid validly notified to the Ordinary Shareholder pursuant to the provisions of Article VI. After this Agreement; (ii) any joint written instructions referred to in Clause 12.3(a) which are received by the Escrow Expiration DateAgent; (iii) any determination referred to in Clause 12.3(b) which is received by the Escrow Agent; (iv) any order or award referred to in Clause 12.3(c) which is received by the Escrow Agent; and (iv) amounts previously paid from the Escrow Account, but not any Escrow Property remaining other matters. 12.6 All interest earned on principal in the Escrow Account that is not subject to Pending Claims, (less Tax if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, applicable) shall be transferred payable to the Ordinary Shareholder and shall be paid to the Ordinary Shareholder on the dates referred to at Clauses 12.2(a), 12.2(b) and 12.2(d). 12.7 Any payment to be made in accordance with this Clause 12 to the Ordinary Shareholder shall be made by electronic transfer to GM’s Designated Account. Any payment to be made in accordance with this Clause 12 to the Purchaser shall be paid by electronic transfer to an account notified by the Purchaser to the Escrow Agent in writing at least two (2) Business Days before the date of payment. 12.8 The payment by the Escrow Agent of all or any part of the Escrow Amount and/or the Additional Escrow Amount to the Seller. Promptly after Ordinary Shareholder or Purchaser, as appropriate, shall constitute a good discharge by the final resolution Escrow Agent in respect of all Pending Claims each such payment and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in not be concerned to see to the application of each such payment. The fees and expenses of the Escrow Account to Agent shall be borne equally as between the SellerPurchaser (on the one hand) and the Ordinary Shareholder (on the other hand).

Escrow. (a) At or prior to The Restricted Stockholder hereby authorizes and directs the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Company, to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of transfer the shares of (i) Purchaser Common StockRestricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, (ii) Series A Preferred Stockas applicable, and (iii) Series B Preferred Stock to be transferred as part in the event of the Merger Consideration (all repurchase of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares by the Company or into which the Employer pursuant to Section 2.1 or forfeiture of such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofSection 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall not have been removed. As a further condition to the Company’s and the Employer’s obligations under this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the Company 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 certificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)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 other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Restricted Stock in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (aBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) At or prior to hereof, at the Closing, Buyer will keep and retain the Purchaser Representative, Escrow Shares without any act of the Seller. The Escrow Shares shall be available to compensate the Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Shares shall be the sole source of indemnification from the Seller Representative and pursuant to this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a third-party escrow agent mutually acceptable claim for indemnification, each Escrow Share shall be deemed to have a value equal to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as average closing price per share of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent Buyer Common Stock on the Closing Date, a number Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of payment for such indemnification claim. Notwithstanding the foregoing, collectivelyany claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Escrow AmountAuthorization Claim”) shall be satisfied, at the option of the Buyer (together with any equity securities paid as dividends in its sole discretion) in either cash or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with in an amount up to the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the “amount in cash of the value of those Escrow Property”)Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, in a segregated escrow account (to the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and extent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Agreement. The Escrow Property shall serve as the sole source Shares before requiring satisfaction of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellercash.

Escrow. Within thirty (a30) At or prior days after the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Closing, the Purchaser Representative, the Seller Buyer Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “"Escrow Agent”"), shall enter into execute and deliver an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Buyer Representative (as amended or modified from time to time, the “"Escrow Agreement”"), pursuant to which any proceeds (the Purchaser "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as defined in the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of the Common Stock exceeds $2.80 (as adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and so long as no Event of Default (as defined in the Notes) has occurred or any event shall issue 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 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 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 Closing Date, a number principal amount of shares equal to five percent (5%) of the Notes then held by each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”Buyers), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Company shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from 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 be treated by the Parties as an adjustment deliver to the Merger Consideration received by the Seller pursuant Escrow Agent joint written instructions to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect release to the required timing of Claim Notices) that remain unresolved at the time of Company the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based Amount then on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain deposit 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 "Escrow Expiration Termination 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller").

Escrow. 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 (athe “Escrow Shares”) At or shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the ClosingEffective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A hereto (the “Escrow Agreement”), pursuant to which . On the Purchaser shall issue to the Escrow Agent on the Closing Date, a number first anniversary of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Basic Indemnity Escrow Expiration Termination Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer 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 Property remaining 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 Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Account Shares held with respect to any 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. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the Sellerrepresentations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. (a) At or prior to the ClosingEffective Time, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable Escrow Amount shall be delivered or caused to the Purchaser and the Seller, be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as pursuant to the provisions of the Effective Timeescrow agreement in substantially the form attached as Exhibit D hereto, in subject to any amendments to such form requested by the Escrow Agent and substance reasonably satisfactory mutually agreed to the Purchaser by Parent and the Seller Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to the Effective Time, pursuant to which by and among Parent, the Purchaser Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall issue to provide Parent with recourse against amounts held in escrow by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 convertedDamages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on terms and conditions set forth in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agreement and in a segregated escrow account such Section 7.8 and Article IX of this Agreement (the “Escrow AccountFunds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and disbursed therefrom Parent at the times, and upon the terms and conditions, set forth in accordance with Article VI hereof and the Escrow Agreement. The terms and provisions of the Escrow Property 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 the case of the Principal Stockholders, their execution and delivery of this Agreement, shall serve constitute approval by such holders, as to the sole source specific terms of payment for 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 relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Seller pursuant to Article VI (other than Stockholders’ Representative, as provided for Fraud Claims). Unless otherwise required by Law, all distributions made from herein and in the Escrow Account shall be treated by Agreement. The release of the Parties as an adjustment to Escrow Funds (or any portion thereof) will occur on the Merger Consideration received by fifteen (15) month anniversary of the Seller pursuant to Article I hereof. (b) The Escrow Property shall not Closing, and will be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI terms hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time and of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior to the Closing, Innovate, the Purchaser Shareholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as 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 Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Innovate shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five deposit Preferred Stock Consideration in an amount comprising ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration otherwise deliverable to the Company Shareholders (all of the foregoing, collectively, the “Escrow Amount”) (together with 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 SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms hereof and of the Escrow Agreement. The Escrow Property Shares shall be allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Innovate Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)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 Seller Company Shareholders pursuant to Article I Section 1 hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two six (26) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI Section 10 hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Innovate under Article VI and the Purchaser Share Price as of the Escrow Expiration DateSection 10) 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 VISection 10. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany 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 transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At In order to satisfy and to establish a procedure for the satisfaction of claims by Buyer or prior to the Closingits related Indemnified Parties for indemnification, Buyer, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerJPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”), ) shall enter into an Escrow Agreementagreement, effective attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit G (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock fund to be transferred as part of managed by the Merger Consideration (all of the foregoing, collectively, 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 Securities”) Agent and to be heldused to satisfy the Company’s and the Stockholders indemnification obligations, along with if any, any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account this Article VIII (the “Escrow AccountFund”) and disbursed therefrom in accordance with Article VI hereof ). Each Stockholder’s Pro Rata Portion of the Escrow Amount shall be set forth on the Certified Capitalization Table, and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required aggregate Purchase Price received by Law, all distributions made from the Escrow Account each such Stockholder shall be treated reduced by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofsuch amount. (b) The Escrow Property Fund shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, the first Business Day immediately following such date), (such period referred to herein as the “Escrow Period”), the Escrow Agent shall pay to each Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all 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 Expiration DateDisbursement”); provided, however, with respect that to any indemnification claims made the extent it is subsequently determined in accordance with Article VI hereof (including with respect VIII that the Buyer is not entitled to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Buyer is not subject entitled to Pending Claims, if any, and not subject retain any other amounts subtracted pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewiththis Section, the Escrow Agent shall transfer promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. As soon as any such claims have been resolved (such resolution to be evidenced by the written agreement of the Indemnified Parties and the Indemnifying Parties or the written decision of the arbitrators as described below), and within five (5) Business Days thereafter, the Escrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of the Escrow Fund not required to satisfy any remaining Escrow Property remaining in claims. Interests accrued on the principal shall be paid and allocated entirely to Novacap. In the event of a conflict between the provisions of this Article VIII and the provisions of the Escrow Account to Agreement, the Sellerprovisions of the Escrow Agreement shall prevail.

Escrow. (a) At or prior As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the ClosingShares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the Purchaser Representative, the Seller Representative and a third-party certificates for Shares shall be held in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent by Union Bank of California N.A. (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) until the earlier of (a) the date on which none of the Effective Time, in form and substance reasonably satisfactory Shares remain subject to the Purchaser Repurchase Right and (b) the Seller date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “Escrow AgreementPeriod”). Notwithstanding the foregoing, pursuant however, if the Student Enrollment at all Qualified Educational Institutions is equal to which the Purchaser 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 issue be entitled, by notice given to the Escrow Agent on and Buyer, to cause the Closing Date, Escrow Agent to release to Seller a number of shares equal to five percent the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively“Post IPO Release Right”). Further, the “Escrow Amount”) (together Seller agrees to deliver and deposit 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the Escrow certificate or certificates evidencing the Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant foregoing documents are to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 held by the Escrow Agent and delivered by the Escrow Agent in accordance with the 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 SellerEscrow Agent to be held in escrow in the same manner as such Shares. Promptly after In the final resolution event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of all Pending Claims Shares (or substituted securities described in Section 3.5) so repurchased or acquired and payment (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of all indemnification obligations such Shares and (ii) cancel any certificates representing distributions of securities made in connection therewithrespect of such Shares. Upon the release to Seller of any of the Shares held by the Escrow Agent, the Escrow Agent shall transfer any remaining Escrow Property remaining also release from escrow to Seller all substituted or additional securities and/or other property in the Escrow Account to the Sellerrespect of such Shares described in Section 3.5 below.

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. (a) At or prior to Not later than the Closing, the Purchaser RepresentativeClosing Date, the Seller Representative and a third-party shall establish an account (the "Escrow Account") with an independent financial institution willing to serve as escrow agent mutually (the "Escrow Agent"). Save with respect to any claims pursuant to Section 4.1, such account shall serve as Purchaser's sole recourse following the Closing Date with respect to all claims under or relating to this Agreement or the transactions contemplated hereby. At the Closing Date, Purchaser shall deliver the Escrow Amount in cash to the Escrow Agent for deposit into the Escrow Account. The terms of the Escrow Account shall be governed by an Escrow Agreement in the form of Annex 7.1 with such amendments as may be reasonably acceptable to the Purchaser and the Seller, and such other amendments 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, shall require and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received reasonably agreed by the Seller pursuant to Article I hereofand Purchaser (the "Escrow Agreement"). (b) The Escrow Property From and after the Closing Date, the Purchaser shall not be subject entitled to pursue or seek any recoveries relating to the transaction or in respect of claims pursuant to this Agreement (save with respect to any indemnification claim claims pursuant to Section 4.1) from any source other than the Escrow Account and under no circumstances shall Purchaser pursue or seek any recoveries, individually or in the aggregate, in excess of the Escrow Amount or following the 90th calendar day following the Closing Date; and, save with respect to any claims pursuant to Section 4.1, the extent made after Purchaser hereby expressly and irrevocably waives any right to do so; provided, for the date avoidance of doubt, any claims pursuant to Section 4.1 shall first be paid from the Escrow Account. The Purchaser and the Seller each hereby agree that, upon a determination by the Expert that the Purchaser is entitled to a payment of funds which are to be paid out of the Escrow Amount, the Escrow Agent shall release such amount to the Purchaser in the manner contemplated in the Escrow Agreement within two (2) years after Business Days following such determination. For the Closing Date (avoidance of doubt, following the “release of any amounts owed to Purchaser from the Escrow Expiration Date”); providedAccount, however, with respect Purchaser shall have no rights to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration Date, any Escrow Property funds remaining in the Escrow Account that is not subject thereafter or with respect to Pending Claims, if any, and not subject any Claims giving rise to resolved but unpaid claims in favor the release of an Indemnified Party, shall be transferred by funds to the Purchaser from the Escrow Agent Account. The Purchaser acknowledges that Seller plans to liquidate, dissolve and distribute all assets (including the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithPurchase Price) promptly upon Closing and, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account absence of any claims pursuant to Section 4.1, agrees to take no action that would impair, impede or delay the Sellerforegoing.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (a) At or prior hereinafter referred to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as out of the Effective TimeClosing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser total sum shall issue be disbursed to the Escrow Agent on from the Closing DateProceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, a number of shares equal to five percent (5%) of each of indemnify and hold harmless Buyer under the shares of (i) Purchaser Common StockAcquisition Agreements and its managers, (ii) Series A Preferred Stockmembers, employees, agents, and representatives (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountAsset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (together including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any equity securities paid one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as dividends defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or distributions diligently defend such claim at their sole cost and expense with respect legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such shares or into which such shares are exchanged or convertedwritten notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the “Escrow Securities”Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be heldimmediately resolved is detrimental to the Buyer’s ongoing Businesses then, along with any other dividendsin that event, distributions Buyer may, bond, settle or other income on compromise the claim out of the Escrow Shares (together with Fund subject to a final determination by the Escrow Shares, the “Escrow Property”), in arbitrator. Notwithstanding a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by possible dispute between the Parties as an adjustment aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the Merger Consideration received by detriment of the Seller pursuant Buyer, the Buyer and its counsel shall have the right to Article I hereof. (b) The Escrow Property participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time paid out of the Escrow Expiration Date Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “Pending Claims”)promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, all the claim may be defended, comprised or a portion settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Property reasonably necessary Fund up to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Escrow Fund then in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as possession of the Escrow Expiration Date) shall remain in Agent. It is understood and agreed that the Seller’s obligations under the Escrow Account until such time Agreement as such Pending Claim to any expenses, costs or otherwise and in connection with any indemnification claim shall have been finally resolved and paid pursuant be limited to the provisions amount of Article VI. After the Escrow Expiration Date, Fund. Notwithstanding any Escrow Property remaining in provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the expense of such defense being paid out of the Escrow Account that is Fund. Seller cannot subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor settle a matter other than for dollar damages without the consent of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerBuyer.

Escrow. (a) At Purchaser hereby authorizes and directs the Secretary of the Company, or prior such other person designated by the Company, to transfer the Shares as to which a Repurchase Option has been exercised from Purchaser to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted Stock, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property shall not be subject Instructions of the Company and Purchaser attached as Exhibit A hereto, until the first to any indemnification claim with respect occur of (i) the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, Company’s exercise of its Repurchase Option with respect to any indemnification claims made such Shares, (ii) the date on which such Shares cease to be Unvested Shares, or (iii) this Agreement ceasing to be in accordance with Article VI hereof effect. Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall deliver to Purchaser the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (including c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Shares in escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At Restricted Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’sattorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Restricted Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Restricted Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Restricted Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Restricted Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesRestricted Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Restricted Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow 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 Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable U.S. Buyer shall deposit or cause to be deposited an amount equal to the Purchaser and Escrow Amount in an escrow account mutually established by the Seller, as escrow agent Parties at Deutsche Bank (the “Escrow Agent”), shall enter into . Such escrow account will be established pursuant to an Escrow Agreement, effective as of escrow agreement in a form reasonably agreed to by the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant ) with the costs thereof to which be borne one-half by Seller and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the Purchaser shall issue right of Seller to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the shares Internal Revenue Code of 1986, as amended (ithe “Code”) Purchaser Common Stockand any corresponding provision of foreign, state or local law, as appropriate; (ii) Series A Preferred StockBuyers shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) Series B Preferred Stock if and to the extent any amount of the Escrow Fund is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be transferred as part designated by Seller prior to the Closing. Clause (iv) of the Merger Consideration (all preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the foregoing, collectively, Code and 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax Returns consistently with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementforegoing. The Escrow Property Buyers shall serve as the sole source of payment for the obligations of the Seller pursuant be entitled to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all receive quarterly distributions made from the Escrow Account shall be treated by Fund in an amount equal to 40% of the Parties as an adjustment interest and earnings which are allocable to the Merger Consideration received by the Seller Buyers pursuant to Article I hereofclause (ii) above. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or 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 Closing, Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into Agent in accordance with an Escrow Agreement. If the Closing occurs, effective Parent and Buyer agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 6.11, the maximum liability of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Stockholders collectively shall issue be limited to the Escrow Agent on Deposit and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Closing DateEscrow 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 number “Pro Rata Portion” of shares a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to five percent (5%) the percentage of each 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 (i) Purchaser Parent Common StockStock so sold, (ii) Series A Preferred Stock, Parent shall be entitled to recover against any and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions cash or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementproceeds so obtained. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Any Losses payable pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made this Section 11.4 from the Escrow Account Deposit shall be treated by paid from the Parties Cash Escrow and the Stock Escrow in the same proportion as an adjustment such Cash Escrow and Stock Escrow bears to the Merger Consideration received by total Escrow Deposit. Notwithstanding anything to the Seller contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article I hereof. (b) The Escrow Property XI until the aggregate Losses are in excess of $25,000, at which point the Company and the Stockholders shall not be subject to any indemnification claim with respect liable for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the full amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until all Losses including such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleramount.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase 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 the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeIncentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory 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 Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided 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 Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any 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 (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. Notwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (athe “Escrow Funding”) At prior to the Acquisition Closing Date (while in escrow, the “Escrow Term Loans”) and the following terms shall apply to the Escrow Funding: (i) The Company shall be the borrower of the Term B Loans funded into escrow. (ii) Term B Loans shall be required to be repaid in full to the extent release from escrow does not occur on or prior to the Closing, Mandatory Cancellation Date. (iii) Interest on the Purchaser Representative, Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser terms of this Agreement and the Seller, as escrow agent (Term B Loans shall otherwise be governed by the “Escrow Agent”), shall enter into an Escrow terms set out for such Term B Loans in this Agreement, effective mutatis mutandis. (iv) The Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Term B Loans upon any funding thereof into escrow. (v) Any upfront fees (or original issue discount) in respect of the Term B Loans shall apply as of the Effective Timedate the Term B Loans are funded into escrow; provided that while in escrow such Term B Loans shall be prepayable at the issue price thereof. (vi) The maturity date of the Term B Loans will be as set for in the proviso to the definition of Term B Loan Maturity Date, which for the avoidance of doubt, will be 7.5 years from the date of such funding into escrow, subject to the terms of this Agreement. (vii) Amortization payments on the Term B Loans set forth in Section 2.2.3(a) shall only apply upon the release of the Term B Loans from escrow. (viii) Substantially simultaneous with the satisfaction or waiver of the conditions set forth in Section 4.3, the Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of the Incremental Term Loans funded into escrow will not be required to be pre-funded (but for the avoidance of doubt the Term B Loans funded into escrow and interest, fees and other amounts owing in respect thereof shall constitute Obligations hereunder). (x) The call-protection set forth in Section 2.6.3 will apply from the date the Term B Loans are funded into escrow and not the Acquisition Closing Date. (xi) The proceeds of the Term B Loans will be placed into an escrow account or accounts pending release on the Acquisition Closing Date pursuant to an escrow agreement among the Company, the Administrative Agent and an escrow agent, in each case, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Arrangers; provided that in any event the conditions for release of the proceeds from escrow shall not be more restrictive than the conditions set forth in Section 4.3 for the funding of the Term B Loans on the Acquisition Closing Date (it being understood that such agreement may require a certificate from the “Escrow Agreement”), pursuant to which the Purchaser shall issue Company to the Escrow escrow agent confirming such release conditions have been met). The Lenders and Issuers hereby authorize the Administrative Agent to enter into such escrow agreement. (xii) While in escrow, the Indebtedness represented by the Term B Loans and the proceeds thereof shall not be included in calculating the financial covenants in Sections 6.22 and 6.23 or any other financial ratios or incurrence tests hereunder and any applicable Indebtedness represented by the Term B Loans, any Liens on the escrow account and any proceeds therein and any Investments thereof shall be permitted under Article VI hereof. For the avoidance of doubt, to the extent any New Senior Unsecured Notes are funded into escrow prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Administrative Agent will notify the Term B Lenders of such borrowing notice and each Term B Lender shall be required to make the proceeds of their Term B Loans available to the Administrative Agent on such Borrowing Date as set forth in Section 2.3. (xiv) Each Lender and Issuer consents to the terms of this Section 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, including Section 8.2, the Company and the Administrative Agent may make any changes to the Loan Documents with only the consent of the Company and the Administrative Agent (and no other Lender or Issuer) to ensure this Agreement adequately reflects the nature of the Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, a number of shares equal to five percent the extent such amendments or modifications (5%y) of each only relate to the Term B Facility or (x) are not materially adverse to the interests of the shares of (i) Purchaser Common Stockother Lenders hereunder, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated determined by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAdministrative Agent in its sole discretion. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party an escrow agent mutually acceptable to the Purchaser Company and the SellerPurchaser, as escrow agent 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 Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five four percent (54%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)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 Seller Company Shareholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow 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 respect to Article VI after the required timing of Claim NoticesExpiration Date) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rate Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to the Closing, Buyer will deposit the Purchaser RepresentativeEscrow Amount, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the without any act of Seller, as with the Escrow Agent, such deposit to constitute an escrow agent fund (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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 SecuritiesFund”) to be heldgoverned 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, along with any the Escrow Cash shall be invested by the Escrow Agent in a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and income (including dividends and other dividends, distributions or other income in respect of the Escrow Shares) that accrue on the Escrow Shares (together with Amount during the period of time during which the Escrow SharesAmount 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 Property”), in a segregated escrow account Fund (the “Escrow Account”or any portion thereof) and disbursed therefrom is paid or released to Seller in accordance with Article VI hereof and the Escrow terms of this Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account Shares shall be treated appropriately adjusted for stock splits, recapitalizations, combinations and the like consummated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofBuyer. (b) The Subject to the following requirements, the Escrow Property Fund shall not be subject to any indemnification claim with respect the extent made after the remain in existence through and until that date that is two (2) years after 365 days following the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to . Upon the required timing of Claim Notices) that remain unresolved at the time expiration of the Escrow Expiration Date Period, and within ten (“Pending Claims”)10) business days thereafter, any and all or a 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 Property reasonably 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 such Pending Claims any unsatisfied claims specified in any Damages Certificate (as determined based on defined in Section 9.4(c)) delivered to the amount of Indemnifying Parties prior to the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as end of the Escrow Expiration Date) Period, which amount shall remain in the Escrow Account Fund (and the Escrow Fund shall remain in existence) until such time claims have been resolved. As soon as such Pending Claim shall claims have been finally resolved (such resolution to be evidenced by the written agreement of Buyer and paid pursuant to the provisions Indemnifying Parties or the written decision of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anyarbitrators as described below), and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithwithin two (2) business days thereafter, the Escrow Agent shall transfer deliver to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Property remaining Agent shall remit to the Indemnified Party an amount of Escrow Cash and a number of Escrow Shares that in the Escrow Account aggregate are equal to the Selleramount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount (it being agreed that (i) such remittance shall first be paid out of available Escrow Cash before Escrow Shares are used and (ii) the Escrow Shares shall be valued at a per share amount equal to the closing price of Parent Common Stock as reported on the New York Stock Exchange on (A) if no Objection Certificate shall be delivered, the last day of the twenty (20) day period referred to in this Section 9.4(d), (B) if an Objection Notice is delivered and the parties resolve such objection pursuant to Section 9.4(e) within the fifteen (15) day period referred to in Section 9.4(e), the last day of such fifteen (15) day period or (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a letter setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the Indemnifying Parties or the Indemnified Parties may make a written demand for arbitration of the matter no later than 30 days after the expiration of such 15-day period unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with Section 11.10.

Escrow. (a) At or prior to Any share certificates issued upon the Closing, exercise of Option Shares shall be deposited with an escrow holder designated by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Corporation (the “Escrow AgentHolder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, said shares shall enter into an Escrow Agreementnot be sold, effective pledged, or otherwise transferred so long as they remain subject to either or both of the Effective TimeRight of First Refusal and the Repurchase Option except as provided in Section 10 and Section 11, respectively, and any transfer or purported transfer in form violation thereof shall be null and substance reasonably void, except that Optionee may transfer the Option Shares to a Permitted Transferee, provided the Permitted Transferees agrees in writing to be bound by the Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Corporation, by written resolution adopted by its board of directors, may terminate the escrow and direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, as appropriate, provided, however, that the Escrow Holder shall not be required to deliver such certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow shall nevertheless remain subject to the Purchaser Repurchase Option, the Right of First Refusal, the Market Stand Off, and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each all other restrictions against transfer of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred Option Shares as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow this Agreement. The Escrow Property Holder may resign at any time, provided that (i) its duties are undertaken by a successor escrow holder, or (ii) the certificate(s) representing the Option Shares are deposited with any court of competent jurisdiction. Any bank doing business in California is deemed to be such a suitable successor, in which case there shall serve be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to its assuming the sole source duties of payment escrow holder and the original escrow holder is authorized to execute as agent for each party an escrow agreement or instructions containing such additional terms. The Escrow Holder shall in no event be liable for damages to any party resulting from the obligations exercise of its duties hereunder, or for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Seller pursuant Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as escrow holder hereunder except to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions the extent that a court of competent jurisdiction has made a final determination that they arose from the gross negligence or willful misconduct of the Escrow Account Holder. Optionee and/or Permitted Transferees shall have full voting rights and shall be treated by the Parties as an adjustment entitled to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provideddividends, howeverif any, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerescrowed shares.

Escrow. (ai) At or prior For purposes of facilitating the enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the ClosingRepurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the Purchaser Representativeform attached to this Agreement as Exhibit A executed by Buyer, the Seller Representative and a third-party escrow agent mutually acceptable in blank, to the Purchaser and the Secretary of Seller, or the Secretary’s designee (as escrow agent (applicable, the “Escrow Agent”)) to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 4.4 above shall immediately be deposited with Escrow Agent to be held in escrow. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to Buyer and shall not be held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall enter into an be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow AgreementAgent may rely upon any letter, effective as of the Effective Time, in form notice or other document executed by any signature purported to be genuine and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to may resign at any time. Buyer agrees that if the Escrow Agent on resigns as escrow holder for any or no reason, the Closing Date, Board of Directors of Seller shall have the power to appoint a number successor to serve as escrow holder pursuant to the terms of shares equal this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Buyer upon request promptly after such release. (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Buyer shall not be subject entitled to transfer any indemnification claim with respect shares of Restricted Stock without the extent prior written consent of Seller. If any transfer is made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant attempted contrary to the provisions of Article VI. After the Escrow Expiration Datethis Agreement, 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, such purported transfer shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellervoid ab initio.

Escrow. (a) At or prior Notwithstanding anything to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow contrary contained in Section 1.2(a) or elsewhere in this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of : (i) Purchaser Common Stock, an aggregate of $16,500,000 (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “General Escrow Amount”) shall be: (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, A) withheld from: (i) the “Gross Purchase Price” otherwise payable to the Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller General Escrow SecuritiesAmount”; and (ii) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in accordance with Schedule 1.2B in the column entitled “Cash Cancel Seller General Escrow Amount,”; and (B) paid or caused to be heldpaid by Purchaser, along in the amount of $239,549.38, and such General Escrow Amount shall be deposited into an escrow account maintained with any other dividends, distributions or other income on a financial institution in the Escrow Shares United Kingdom (together with the Escrow Shares, the “General Escrow PropertyAccount”), in a segregated escrow account (the “Escrow Account”) to be held and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement; and (ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the Seller. Promptly after Sellers in accordance with the final resolution of all Pending Claims amounts set forth on Schedule 1.2A in the column entitled “Seller Special Escrow Amount” and payment of all indemnification obligations (B) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in connection therewithaccordance with the amounts set forth on Schedule 1.2B in the column entitled “Cash Cancel Seller Special Escrow Amount,” and such Special Escrow Amount deposited into an escrow account maintained with a financial institution in the United Kingdom (the “Special Escrow Account”), to be held and distributed by the Escrow Agent shall transfer any remaining Escrow Property remaining in accordance with the terms of the Escrow Account to the SellerAgreement.

Escrow. At the Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to BOKF shall deposit the Purchaser and principal amount of $1,000,000 into the Seller (the “Escrow Agreement”)Representation Escrow, pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datewhich, a number of shares equal to five percent (5%) of each of the shares of together with (i) Purchaser Common Stockall interest earned thereon, but reduced by (ii) Series A Preferred Stock, and any Representation Allowed Escrow Claim (iiias hereafter defined) Series B Preferred Stock is referred to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve herein as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Representation Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofFunds". (b) The Representation Escrow Property Funds shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made invested in accordance with Article VI hereof (including with respect to the required timing a certificate of Claim Notices) that remain unresolved deposit at the time Bank maturing one year from date, at the rate and on the terms and conditions generally offered by Bank for certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at Bank at the Escrow Expiration Date rates and on terms and conditions generally offered by the Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will either be waived by Bank or borne by BOKF. (“Pending Claims”c) The representations, warranties, covenants and agreements of CNBT contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, arising from any breach by CNBT of any such representations, warranties, covenants, and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to CNBT on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspayments, if any, and not subject to resolved but unpaid claims be made in favor respect of an Indemnified Party, any Losses shall be transferred by made solely from the Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to the Seller. Promptly after holders of the final resolution CNBT Common as of all Pending Claims and payment of all indemnification obligations in connection therewiththe Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, 2002, the Escrow Agent shall transfer (i) on or before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim"), and the Escrow Agent shall distribute any remaining Escrow Property remaining Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (f) The rights of the holders of the CNBT Common in the Representation Escrow Account and the Representation Escrow Funds shall not be assignable or transferable except by operation of law or by intestacy and will not be evidenced by any certificate or other interest. (g) The persons who are members of the Board of Directors of CNBT immediately prior to the SellerClosing shall collectively serve as agents, acting by majority vote in the same manner as a board of directors acting under the TCBA, for the holders of the CNBT Common as of the Effective Time and shall have full authority to act for and on behalf thereof in the administration of the provisions of this Section (the "Agents"). The actions of the Agents shall be deemed actions taken by them as members of the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to the Representation Escrow.

Escrow. (a) At or prior to From and after the Closing, any indemnification to which the Purchaser RepresentativeBuyer Indemnified Parties are entitled under this Agreement shall be satisfied first by recouping such Losses from the Escrow Amount in accordance with the terms and conditions of this Agreement and the Escrow Agreement, and thereafter, subject to the terms and conditions of this Agreement, the Buyer Indemnified Parties may proceed directly against Seller Representative and/or the Members with respect to such Losses. Upon expiration of the period set forth in Section 7.1(iii), and a third-party escrow agent mutually acceptable to assuming there are no indemnification obligations claimed by Buyers in good faith or the Purchaser and the Seller, as escrow agent Company (the “Escrow AgentRelease Date”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Buyer and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Representative shall issue to direct the Escrow Agent to release to the Seller Representative (on behalf of Seller, which amounts shall then be paid over to Seller by the Seller Representative) the then remaining balance of the Escrow Amount less the aggregate amount of all claims specified in any then unresolved good faith claims for payment therefrom made by the Buyer pursuant to this Agreement. To the extent that on the Closing DateEscrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of any unresolved claim for payment made by Buyer and, a number of shares equal subsequent to five percent (5%) of each of such date, such claim is resolved, Buyer and the shares of Seller Representative shall promptly direct the Escrow Agent to release (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date Buyer that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsamount, if any, due in respect of such claim as finally determined pursuant to this Agreement and not subject (ii) to resolved but unpaid claims in favor the Seller Representative (on behalf of an Indemnified PartySeller, which amounts shall be transferred then by paid over to Seller by the Escrow Agent Seller Representative) an amount equal to the Seller. Promptly after excess, if any, of the final resolution amount theretofore reserved and withheld from distribution in respect of all Pending Claims and payment of all indemnification obligations in connection therewithsuch claim less the payments, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account if any, made pursuant to the Sellerimmediately preceding clause (i).

Escrow. (a) At or prior to As of the Closing, Buyer shall deposit in escrow cash in the Purchaser Representativeamount of $[**] (the “Escrow Amount”), to be held to fund in part the Seller Representative indemnification obligations of the Stockholders and a third-party escrow agent mutually acceptable Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Purchaser Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the SellerRepresentative (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, as escrow agent National Association (the “Escrow Agent”), shall enter into an ) to govern the terms and conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, effective [**] of the Escrow Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Effective TimeEscrow Amount prior to such date, in form and substance reasonably satisfactory shall be released to the Purchaser Representative (on behalf of the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the Seller (the “remaining Escrow Agreement”)Amount, pursuant to which the Purchaser shall issue to the Escrow Agent on including any interest earned thereon from the Closing Date, a number less (x) the amount of shares equal to five percent (5%) any claims made by Buyer in good faith against the Escrow Amount that are pending as of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stocksuch date, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”y) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant amounts paid to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made Buyer from the Escrow Account shall be treated by the Parties as an adjustment Amount prior to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Partydate, shall be transferred by the Escrow Agent released to the Seller. Promptly after Representative (on behalf of the final resolution of all Pending Claims Stockholders and payment of all indemnification obligations in connection therewith, Optionholders) on the Escrow Agent shall transfer any remaining Escrow Property remaining in date which is [**] following the Escrow Account to the SellerClosing Date.

Escrow. (a) At or prior The number of shares of theglobe Common Stock delivered to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of Sellers at or following the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), Time pursuant to which the Purchaser Section 2.5(c) or Section 5.19 shall issue to the Escrow Agent be reduced on the Closing Date, a pro rata basis by an aggregate number of shares equal to five ten percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Issuable Shares (together the "Escrowed Shares"). The Escrowed Shares shall be held in escrow pursuant to an Escrow Agreement in the form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares with the Escrow Shares, the “Escrow Property”), in a segregated escrow account agent (the “"Escrow Account”Agent") and disbursed therefrom in accordance with Article VI hereof and pursuant to the terms of the Escrow Agreement. The Escrow Property For such period of time that the Escrowed Shares are held in Escrow, the Seller shall serve as have all rights with respect to the sole source voting of payment for the obligations such shares in connection with all matters coming before a vote of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofholders of shares of theglobe Common Stock. (b) The Escrow Property Notwithstanding anything in this Article VIII to the contrary, any claim by a member of theglobe Indemnified Group for indemnification against any Seller shall not first be subject satisfied by recourse to any the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification claim with respect the extent shall be made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made by giving written notice in accordance with Article VI hereof (including the terms of Section 8.5. In accordance with respect to the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithAgreement, the Escrow Agent shall transfer any remaining Escrow Property remaining release to the member of theglobe Indemnified Group Escrowed Shares, as applicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and hold in treasury) or cancel such released shares and, if the member of theglobe Indemnified Group with respect to such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and the Escrow Account Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the SellerSellers, David Rae shall act as the representative and attorney-in-fact (▇▇▇ "▇▇▇resentative") on behalf of himself and all of the other Sellers, subject to the provisions of Section 8.4(d). The Representative shall keep the Sellers reasonably informed of his decisions of a material nature. The Representative is authorized to take any action deemed by him appropriate or reasonably necessary to carry out the provisions of, and is authorized to act on behalf of, the Sellers for all purposes related to this Article VIII, including the acceptance of service of process upon the Sellers and the acceptance or compromise of claims for indemnification, and all decisions and actions of the Representative shall be binding and conclusive upon the Sellers and may be relied upon by theglobe Indemnified Parties and the Escrow Agent as the decision and action of all of the Sellers. (d) The Representative shall not be liable to any of the Sellers for any error of judgment, act done or omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any Person acting or purporting to act on behalf of any party to this Agreement or the Escrow Agreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, shall withhold the Seller Representative Initial Escrow Shares and a third-party escrow agent mutually acceptable deliver such Initial Escrow Shares to the Purchaser and the SellerWilmington Trust N.A., as escrow agent (the “Escrow Agent”), shall enter into an to be held by the Escrow Agreement, effective Agent as collateral to secure the rights of the Effective Time, in form Purchaser pursuant to Section 1.6(a) and substance reasonably satisfactory of the Indemnified Parties under ARTICLE X. The Escrow Shares shall be held pursuant to the Purchaser provisions of an escrow agreement to be entered into among the Purchaser, the Escrow Agent and the Seller Stockholders’ Representative substantially in the form of EXHIBIT B hereto (the “Escrow Agreement”), pursuant to which . On the Purchaser shall issue to the Escrow Agent on date that is six months after the Closing Date, a number any of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with not previously released by the Escrow Shares, Agent as of such date shall be released by the “Escrow Property”), in a segregated escrow account Agent (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect that in the event any Indemnified Party has made a claim under ARTICLE X prior to any indemnification claims made the end of the Escrow Period, then, in accordance with Article VI hereof (including with respect and subject to the required timing of Claim Notices) that remain unresolved at the time terms and conditions of the Escrow Expiration Date Agreement, the Escrow Period shall continue (“Pending Claims”), all or a portion and the Escrow Agent will continue to hold such number of the Escrow Property reasonably necessary Shares in escrow as is equal to satisfy the quotient obtained by dividing: (i) any claimed amounts by (ii) the Closing Per Share Price, rounded up to the nearest whole share, until such Pending Claims (as determined based on the amount claim is fully and finally resolved. By virtue of the indemnification claim included in 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 (A) the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as use of the Escrow Expiration DateShares as collateral to secure the rights of the Purchaser pursuant to Section 1.6(a) shall remain in the manner set forth herein and in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to Agreement, (B) the provisions use of Article VI. After the Escrow Expiration Date, any Escrow Property remaining Shares as collateral to secure the rights of the Indemnified Parties under ARTICLE X in the manner set forth herein and in the Escrow Account that is not subject to Pending Claims, if anyAgreement, and not subject to resolved but unpaid claims in favor (C) the appointment of an Indemnified Party, shall be transferred by the Stockholders’ Representative as the representative under the Escrow Agent to Agreement of the Seller. Promptly after Stockholders under this Agreement and as the final resolution attorney-in-fact and agent for and on behalf of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch Stockholder.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativeBioceres, Parent, Union, the Seller Pre-Closing Union Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an the Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), Agreement pursuant to which the Purchaser Union shall issue cause to be delivered to the Escrow Agent on at the Closing Date, a number of shares equal to five percent (5%) of each of the shares of Exchange Shares (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with 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 SecuritiesShares”) to be held). The Escrow Shares, along with any other dividends, distributions or and other income on earnings thereon, shall be held by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”, and as reduced by any disbursements of such Escrow Shares from the Escrow Account by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement, the “Escrow Property”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Property Shares shall serve as the sole a source of payment security after the Closing for the Bioceres and Parent’s indemnification obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofunder ARTICLE 9. (b) The Escrow Property shall not no longer be subject to any indemnification claim with respect the extent made Indemnification Claim after the date that is two the later of (2i) years October 31, 2019 and (ii) thirty (30) days after the Closing Date date on which Bioceres delivers to Union the Group Companies’ financial statements for its 2019 fiscal year audited in accordance with IFRS (the “Escrow Expiration Release Date”); provided, however, with respect to any indemnification claims Indemnification Claim made in accordance with Article VI ARTICLE 9 hereof (including with respect on or prior to the required timing of Claim Notices) Escrow Release Date that remain unresolved at as of the time end of the Escrow Expiration Release Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 VIresolved. After the Escrow Expiration Release 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 disbursed by the Escrow Agent to the SellerBioceres. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property remaining in the Escrow Account to Bioceres. (c) Notwithstanding the Sellerprovisions of this Section 2.4 and consistent with the General Liability Cap set forth in Section 9.5(b), the aggregate Liability of Bioceres and Parent to the Union Indemnified Parties for Losses pursuant to Section 9.2(i) shall not exceed twenty million U.S. Dollars (US$20,000,000) in aggregate value irrespective of the value of the Escrow Shares at the time in which they are valued for purposes of satisfying Indemnification Claims. For the avoidance of doubt, the foregoing cap shall not apply to Losses of the Union Indemnified Parties arising directly or indirectly from or in connection with (i) any breach or inaccuracy of any Bioceres Fundamental Representation, (ii) any breach or non-fulfillment of any covenant, (ii) Section 9.2(iii), (iv) and (v), or (iii) fraud; provided, that, as also set forth in Section 9.5(b), the aggregate Liability of Bioceres and Parent to the Union Indemnified Parties for Losses in respect of clauses (i) and (ii) of this Section 2.4(c), shall not exceed the value of the Exchange Shares at Closing. (d) For the avoidance of doubt, other than the Escrow Shares, which shall be set aside to cover Indemnification Claims under this Agreement, Union shall not be entitled to demand payment from Bioceres or Parent in the form of Union Ordinary Shares for any Losses under this Agreement. Furthermore, the cancellation of any Escrow Shares in accordance with Section 9.5(a) as a result of a payment resulting from an Indemnification Claim shall not reduce Bioceres’ post-Closing ownership of Union to amount that is below fifty-one percent (51%) of the then outstanding Union Ordinary Shares (taking into account all outstanding Union Warrants to the extent provided in Treasury Regulations Section 1.7874-2(h)). In the event that a payment resulting from an Indemnification Claim would reduce Bioceres’ post-Closing ownership of Union to an amount that is below fifty-one percent (51%) of the then outstanding Union Ordinary Shares (taking into account all outstanding Union Warrants to the extent provided in Treasury Regulations Section 1.7874-2(h)), Bioceres shall make up any shortfall in cash (subject to the caps on liability set forth herein).

Escrow. Certificates representing the Shares, along with stock powers duly executed by the Executive in blank, shall be deposited by the Executive in escrow upon (aor as promptly as practicable following) At or prior to the Closing, execution of this Agreement and shall be held in escrow by the Purchaser Representative, Secretary of the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release to the Purchaser and Executive, upon request, a stock certificate for those Shares which have vested (other than any withheld by the Seller (Company pursuant to Section 10(b)). In the “Escrow Agreement”event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), pursuant the Company shall give written notice to which the Purchaser shall issue Executive and to the Escrow Agent on within ten (10) days specifying the Closing Date, a number of shares equal Forfeited Shares or Shares to five percent (5%) be withheld. The Executive and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of stock certificates and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) Series A Preferred Stockthe election by the Company to waive forfeiture on all of the unvested Shares, and or (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Executive, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Executive and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining Escrow Property remaining in have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Executive and the Escrow Account to Agent in connection with the Sellerperformance of its duties hereunder shall be borne by the Company.

Escrow. (a) At or prior to the Closing, the Purchaser Representativeshall, the Seller Representative and a third-party escrow agent mutually acceptable in addition to any other reductions to the Purchaser and the SellerPurchase Price paid at Closing to be made pursuant to this ARTICLE II, as escrow agent if any, withhold Fifteen Million Dollars ($15,000,000) (the “"ESCROW AMOUNT") from the Purchase Price paid at Closing, which Escrow Agent”), Amount shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue be delivered to the Escrow Agent on the Closing Date, for deposit into a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated separate escrow account (the “"ESCROW ACCOUNT"). The Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and Amount shall be held pursuant to the provisions of Escrow Agreement. The Escrow Property shall serve Amount will be available to compensate Purchaser for Losses as provided in ARTICLE X, subject to the sole source of payment for terms, conditions and limitations in the obligations Escrow Agreement. On the six (6)-month anniversary of the Seller pursuant to Article VI Closing Date, Seven Million Five-Hundred Thousand Dollars (other than for Fraud Claims). Unless otherwise required by Law, all distributions made $7,500,000) (or such lesser amount then remaining in the Escrow Account) shall be released from the Escrow Account shall be treated to Seller, PROVIDED that, if any good faith claims for indemnification by the Parties as an adjustment to the Merger Consideration received by the Seller Purchaser have been made pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that this Agreement and remain unresolved at the such time of and an amount equal to such unresolved good faith claims would not remain in the Escrow Expiration Date (“Pending Claims”), all or a portion of Account following such release from the Escrow Property reasonably necessary Account, an amount equal to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) good faith claims 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 all other amounts in the Escrow Expiration Account at such time, up to a maximum of Seven Million Five-Hundred Thousand Dollars ($7,500,000), shall be released from the Escrow Account to Seller. On the one (1)-year anniversary of the Closing Date, any Escrow Property all amounts then remaining in the Escrow Account that is not subject shall be released from the Escrow Account to Pending ClaimsSeller, PROVIDED that, if anyany good faith claims for indemnification by Purchaser have been made pursuant to this Agreement and remain unresolved at such time, and not subject an amount equal to resolved but unpaid such good faith claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining remain in the Escrow Account to and all other amounts in the Seller.Escrow Account at such time shall be released from the Escrow Account to

Escrow. (a) At or prior With respect to the ClosingStockholders, Parent shall deposit into the Purchaser Representative, Escrow Account and the Seller Representative and a third-party escrow agent mutually acceptable Expense Account at the Effective Time an amount of cash equal to the Purchaser sum of the Stockholders’ respective Pro Rata Shares of the Escrow Amount and the SellerRepresentative Expense Amount, respectively. The Escrow Amount and the Representative Expense Amount shall be withheld from the cash payable pursuant to Section 2.6 to each of the Stockholders according to, his, her or its Pro Rata Share of the Escrow Amount and the Representative Expense Amount, respectively; provided, however, that a portion of such Escrow Amount equal to one half (1/2) of each of ▇▇▇▇ ▇▇▇▇’▇ and the ▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust’s respective Pro Rata Shares of the Escrow Amount (the “Helm Escrow Share Amount”) shall be contributed in the form of shares of the common stock of Parent (the “Parent Common Shares”) rather than cash, all of which Parent Common Shares shall be restricted and subject to forfeiture as escrow agent provided in the Restricted Shares Agreement, and the number of which shall be calculated by dividing such Helm Escrow Share Amount by the Closing Stock Valuation, with the resulting share amount rounded up to the nearest whole share. On the Closing Date, Parent shall establish an interest-bearing account (the “Escrow Account”) with Computershare Trust Company, N.A. (the “Escrow Agent”), shall enter into an Escrow Agreementor such other bank or trust company as is selected by Parent and approved by the Representative (such approval not to be unreasonably withheld), effective as on or prior to the Effective Time for the deposit of the Effective TimeEscrow Amount pursuant to this Section 2.12 in accordance with the terms and conditions of an escrow agreement customary for a transaction of this type to be entered into on the Closing Date among Parent, in form and substance reasonably satisfactory to the Purchaser Representative and the Seller Escrow Agent (the “Escrow Agreement”). The Escrow Account shall be available to pay (a) the amount, if any, to which Parent is entitled pursuant to Section 2.14 and Section 12.7 and (b) the amount of any Indemnified Losses for which the Purchaser shall issue Stockholders are obligated to indemnify an Indemnified Party under ARTICLE X and (c) the amounts payable to the Stockholders. The Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to Amount shall be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the provisions of ARTICLE X and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. At the Effective Time, ten percent (a10%) At of the Merger Shares and instruments or prior other documentation representing Stock Options to purchase ten percent (10%) of the ClosingOption Shares and Warrants to purchase ten percent (10%) of the Warrant Shares (collectively, the Purchaser Representative, the Seller Representative "Escrow Shares") shall be delivered to State Street Bank and a third-party escrow agent mutually acceptable to the Purchaser and the SellerTrust Company, as escrow agent (the “"Escrow Agent”), Agent ") to be held for a period ending on the first anniversary of the Closing Date. Parent may make a claim for any Losses indemnified hereunder until the first anniversary of the Closing Date. The Escrow Shares shall enter into be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit D. Except with respect to claims based on fraud committed by the Company or any Holder which are not limited, effective as if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against each of the Effective TimeHolders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the Company or the Holders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto or any breach or nonfulfillment of, in form and substance reasonably satisfactory or any failure to perform, any of the covenants or undertakings of the Company (which covenants, agreements or undertakings were to be performed or complied with on or prior to the Purchaser and consummation of the Seller (Merger) or the “Escrow Agreement”), Holders which are contained in or made pursuant to which this Agreement or the Purchaser Letter of Transmittal shall issue be against such Holder's pro rata share of the Merger Shares, Option Shares and Warrant Shares held in escrow pursuant to the Escrow Agent on Agreement. In lieu of depositing shares in escrow, within thirty days after the Closing, any Holder of the Company Stock may post a bond reasonably acceptable to Parent equal in value to the value (determined by reference to the Closing Date, a number of shares equal to five percent (5%Market Price) of each such Holder's pro rata portion of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, in which event, upon posting such bond, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a Holder's allocable portion of the Escrow Property reasonably necessary Shares shall be delivered to satisfy such Pending Claims (as determined based on it. Notwithstanding anything herein to the contrary, the Holders shall have no liability for indemnification pursuant to this Article XI until the aggregate Losses to the Parent and the Company exceed $75,000, at which point each Holder shall be liable only for his or its pro rata share of the amount of the indemnification claim included such Losses in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as excess of the Escrow 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller$75,000.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory acceptable to the Purchaser and the Seller parties (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue cause to be delivered to the Escrow Agent on at the Closing Date, a number of shares Exchange Shares (each valued at the Redemption Price) equal to five two and one-half percent (52.5%) of each of the shares of Transaction Consideration otherwise deliverable to the Sellers at the Closing based on the Estimated Closing Statement (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with 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 SecuritiesShares”) to be held), along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “along with any dividends, distributions and other earnings thereon and other Escrow Property”), to be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as the sole source of payment security for the Sellers’ obligations after the Closing for the adjustments under Section 2.5. The portion of the Seller pursuant to Article VI (other than Exchange Shares that shall be withheld at the Closing for Fraud Claims). Unless otherwise required by Law, all distributions made from deposit in the Escrow Account shall be treated by allocated among the Parties as an adjustment to Sellers pro rata based on the Merger Consideration number of Exchange Shares received by each Seller as a percentage of the Seller pursuant to Article I hereof. number of Exchange Shares received by all Sellers (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the such percentage being each such Seller’s “Escrow Expiration DateAllocation”); provided, however, with respect . Each Seller shall be deemed to any indemnification claims made in accordance with Article VI hereof (including with respect to be the required timing owner of Claim Notices) that remain unresolved at the time its Escrow Allocation of the Escrow Expiration Date Shares (“Pending Claims”and to be entitled to the related dividends, distributions and other earnings thereon in respect of its Escrow Allocation of such Escrow Shares upon release from escrow to the Sellers, subject to Section 2.5(c), all or a portion of ) during the time such Escrow Shares are held in the Escrow Property reasonably necessary Account, subject to satisfy such Pending Claims (as determined based on the amount retention of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI any dividends, distributions and the Purchaser Share Price as of the Escrow Expiration Date) shall remain other earnings thereon in the Escrow Account until such time as such Pending Claim disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Seller shall have been finally resolved and paid pursuant the right to vote its Escrow Allocation of such Escrow Shares during the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining time held 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 as Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. At TOTAL’s expense, AMYRIS will deposit (aon the timing specified below) At or prior to the Closing, the Purchaser Representative, the Seller Representative and with a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreed Third Party 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 Seller (the “Escrow Agreement”), pursuant to which one or more escrow agreements entered by such Escrow Agent, AMYRIS and TOTAL the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent following (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountEscrowed Materials” and each escrowed Strain, a “Banked Strain”): (a) Continuing until the earliest of (together with any equity securities paid as dividends or distributions with respect 1) the twentieth anniversary of the Effective Date, (2) the date six (6) months after the date on which TOTAL has the right to such shares or into which such shares are exchanged or convertedpractice the license set forth in Section 2.A(i)(b), and (3) the achievement of a Successful Commercial Transfer, AMYRIS shall escrow the following materials: the Intermediate Strain(s) and the then current process for the Manufacture of Licensed Products using the Intermediate Strain(s) including the documentation specified on Exhibit B (“Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertyInitial Package”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Initial Package shall serve as be escrowed no later than within ninety (90) days of the sole source Effective Date, and at least semi-annually thereafter until the occurrence of payment the earliest of clauses (1) - (3) of this Section 2.D(iii)(a), AMYRIS shall update the Initial Package to reflect the then current process for the obligations Manufacture of Licensed Products using the Seller pursuant to Article VI (other than for Fraud Claimsthen current Intermediate Strain(s). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made No later than thirty (30) days after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing Parties’ designation of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimseach Program Strain, if any, AMYRIS shall escrow the following materials: such Program Strain and not subject the then current process for the Manufacture of Licensed Products using such Program Strain, including without limitation, the documentation specified on Exhibit A. (c) TOTAL may, from time to resolved but unpaid claims time, obtain access to the Escrowed Materials (at the location of the Escrow Agent) for audit purposes, i.e. to verify that the Escrowed Materials have been properly submitted and stored (provided that if AMYRIS requests, TOTAL’s representative may be accompanied by AMYRIS’ representative during such audit), and upon request of TOTAL and at TOTAL’s expense, AMYRIS shall cause the Escrowed Materials to be sent to an independent laboratory reasonably agreed to by the Parties to allow testing and to evidence that the Banked Strains remain viable and continue to produce farnesene at expected yields, in favor of an Indemnified Party, which case such laboratory shall be transferred by considered a Strain Recipient for purposes of this Agreement. (d) TOTAL will have the right to a release of the Escrowed Materials from the Escrow Agent at such time as TOTAL is entitled to exercise the license granted in Section 2.A(i)(b). (e) AMYRIS’ obligations to escrow under this Agreement, including the Intermediate Strain(s), the Initial Package, and, if applicable, the Program Strain(s) and the Commercial Technology Transfer Package, shall terminate six (6) months after the date on which TOTAL has the right to practice the license set forth in Section 2.A(i)(b). Thereafter, TOTAL shall be responsible for maintaining the Strains and information that were the subject of the Successful Commercial Transfer. Notwithstanding anything to the Seller. Promptly after contrary in this Agreement, under no circumstances shall TOTAL receive more than an aggregate of fourteen (14) Banked Strains. (f) Any dispute between the final resolution Parties regarding the deposit of all Pending Claims any Escrowed Materials or the access to any Escrowed Materials shall be resolved as provided in Section 8.A, B and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.D.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, the Purchaser shall deposit in the escrow account created by the Escrow Agreement (the "Escrow Account") a number of shares of Purchaser Common Stock equal to five twenty percent (520%) of each the number of shares of Purchaser Common Stock to be issued to the Sellers in connection with the Merger (the "Escrow Shares"). The Escrow Shares shall be allocated among the Sellers, and shall be held for the account of the Sellers, as specified in Schedule 3.4. Upon surrender by a Seller to the Company of the certificate or certificates representing the shares of (iCompany Stock owned by such Sellers in accordance with Section 3.2(a) or delivery of an affidavit of lost certificate pursuant to Section 3.2(d), Purchaser shall deliver to such Sellers pursuant to Section 3.2(a) the number of shares of Purchaser Common StockStock to which such Seller is entitled under Section 3.2(a), (ii) Series A Preferred Stock, and (iii) Series B Preferred less the number of shares of Purchaser Common Stock to be transferred held in the Escrow Account for the account of such Seller specified in Schedule 3.4, which deducted shares shall be issued in the name of such Sellers and held in the Escrow Account as part Escrow Shares for the account of such Sellers. The Escrow Shares shall be held in the Merger Consideration (all of Escrow Account and released to the foregoing, collectively, the “Escrow Amount”) (together Sellers or Purchaser in accordance 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 Securities”) to be held, along with any other dividends, distributions or other income on Section 9.7. Until the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made are released from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof Section 9.7, (including with respect to the required timing of Claim Noticesi) that remain unresolved at the time of the Escrow Expiration Date Shares may not be transferred, sold, assigned or pledged and (“Pending Claims”), all or a portion of ii) certificates evidencing the Escrow Property reasonably necessary Shares shall bear a legend indicating that they are subject to satisfy such Pending Claims (as determined based restrictions 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 transfer pursuant to this Section 3.4. Until the Escrow Expiration Date) shall remain Shares held in the Escrow Account until for Sellers are released in accordance with Section 9.7, such time as Sellers shall be entitled to vote all such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining Shares held in the Escrow Account that is not subject in such Seller's name and to Pending Claims, if any, receive all dividends and not subject to resolved but unpaid claims distributions in favor respect of an Indemnified Party, shall be transferred by the such Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At or prior Other than with respect to the Closingany Unpaid Amounts, the any indemnification to which a Purchaser Representative, the Seller Representative and Indemnified Party is entitled under this Agreement shall first be made as a third-party escrow agent mutually acceptable payment to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnified Party from the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Fund in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any All claims for indemnification claim with respect asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the extent made after period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Escrow Expiration 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 the last day of the Escrow Period (the “Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Fund (the “Escrow Account that is not subject to Balance”) exceeds the Pending ClaimsClaim Amount, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining release and deliver to the Partners Representative (on behalf of the Partners), in accordance with the Escrow Property remaining Agreement, the amount of such excess, as set forth below and in the Escrow Account Agreement. If, on the Release Date, the Pending Claim Amount, if any, exceeds or is equal to the SellerEscrow 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. (d) Notwithstanding any amount of the 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 non-exclusive remedy, and the Partners shall remain liable for any Purchaser Losses pursuant to ‎Section 8.1 to the extent provided, and subject to the limitations set forth, in this ‎Article VIII.

Escrow. (a) At or prior to the Closing, the Purchaser Parent, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as 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 Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Parent shall issue deposit 7,500,000 shares of Parent Common Stock from the portion of Merger Share Consideration otherwise deliverable to the Escrow Agent on the Closing Date, a number of shares equal to five percent Stockholders (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with 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 SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement. The Escrow Property Shares shall be allocated among the Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE IX. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Stockholders pursuant to Article I ARTICLE IX hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI ARTICLE IX hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Parent under Article VI ARTICLE IX and the Purchaser Share Price as of the Escrow Expiration DateParent Common Stock Price) 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 VIARTICLE IX. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerStockholders, with each such Stockholder receiving its Pro Rate 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 transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Stockholders, with each Stockholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. Concurrently with the execution and delivery of this Agreement, Buyer and Seller shall jointly open an escrow (“Escrow”) for this purchase and sale transaction with Chicago Title Insurance Company, at its office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTN: ▇▇▇▇▇▇ ▇▇▇▇ (“Title Company”), which shall act as the escrow holder for this transaction. As used herein, the term “Escrow Holder” shall mean and refer to Title Company acting in its capacity as the administrator of the Escrow and any applicable escrow accounts relating to the purchase and sale transaction contemplated by this Agreement, and any other references to Title Company shall mean and refer to Title Company acting in its capacity as the issuer of the Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or supplemental escrow, title and closing instructions as may be necessary or convenient from time to time prior to the Closing to implement the terms of this Agreement. Seller and Buyer agree that: (a) At the duties of Escrow Holder are only as herein specifically provided and Escrow Holder shall incur no liability whatsoever except for its own willful misconduct or prior gross negligence; (b) in the performance of its duties hereunder, Escrow Holder shall be entitled to the Closingrely upon any document, the Purchaser Representative, the Seller Representative instrument or signature believed by it to be genuine and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as signed by either of the Effective Time, in form and substance reasonably satisfactory other parties hereto or their successors; (c) Escrow Holder may assume that any person purporting to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number give any notice of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom instructions in accordance with Article VI the provisions hereof and the has been duly authorized to do so; (d) Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Holder shall not be subject to bound by any indemnification claim with respect the extent made after the date that is two modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Holder, Seller and Buyer; (2e) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made except as otherwise provided in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”Section 4.4(b), Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the amount part of Escrow Holder arising out of or in connection with its acceptance of, or the indemnification performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim included or liability arising out of or relating to this Agreement; (f) each of Seller and Buyer hereby releases Escrow Holder from any act done or omitted to be done by Escrow Holder in good faith in the Claim Notice provided by the Purchaser Representative under Article VI performance of its duties hereunder; and the Purchaser Share Price as of the (g) Escrow Expiration DateHolder may resign upon ten (10) shall remain in the days written notice to Seller and Buyer. If a successor 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Holder is not subject appointed by Seller and Buyer within such ten (10) day period, Escrow Holder may petition a court of competent jurisdiction 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellername a successor.

Escrow. The Parties agree the following: (a) At or prior the representations, warranties, covenants and obligations of the Selling Shareholders shall be secured by placing Six Hundred and Eighty Thousand (680,000) MRV Shares owned by the Selling Shareholders in escrow (the "Escrowed Shares") for two years under an Escrow Agreement in the form attached hereto as Exhibit F (the "Escrow Agreement"). In the event that payment is required to MRV as a result of invocation of the indemnification clauses of this Agreement, the Escrowed Shares shall be taken from the escrow account and delivered to MRV pro rata to the Closingshareholding of the Selling Shareholders in MRV Shares or as shall otherwise be agreed among the Selling Shareholders. Notwithstanding the above, in the event that less than 100% of OIC Shares sold and delivered to MRV, the Purchaser Representativenumber of Escrowed Shares shall be adjusted down by the same percentage as those OIC Shares not available for sale are as a percentage of the total OIC Shares of outstanding on the date of execution of this Agreement. (b) The Parties shall appoint the firm of Bake▇ & ▇cKe▇▇▇▇, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerTaipei office, with Davi▇ ▇. ▇▇▇▇ ▇▇ its representative, as escrow agent (the “"Escrow Agent”), shall enter into an ") to proceed pursuant to the Escrow Agreement, effective . (c) The relevant escrow fees ("Escrow Fees") as of described in the Effective Time, in form Escrow Agreement shall be shared equally between the Selling Shareholders and substance reasonably satisfactory MRV. The Selling Shareholder's half has been deducted from the MRV Shares being transferred to the Purchaser Selling Shareholders, and therefore MRV shall pay the Seller (the “entire Escrow Agreement”), pursuant to which the Purchaser shall issue Fee to the Escrow Agent on the Closing Date, a number of shares equal to five percent or before Closing. (5%d) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on Except for the Escrow Shares belonging to Principal Employees the Parties agree that one-third (together with 1/3) of the Escrow Escrowed Shares, or the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Escrowed Shares remaining after any call down exercised by MRV under this Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Party10, shall be transferred released by the Escrow Agent to the SellerSelling Shareholders on the date which is one calendar year following the Closing date. Promptly The remainder of the Escrow Shares remaining at the end of the escrow period shall be released on the date that is two calendar years after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerClosing Date.

Escrow. (a) At or prior to the Closing, or as soon as practicable after the Purchaser RepresentativeEffective Time, Finisar will cause to be deposited into escrow (the Seller Representative “Escrow”) certificates representing the Escrow Shares. The Escrow Shares shall be held by U.S. Bank Trust National Association or such other financial institution as Finisar and a third-party escrow agent InterSAN shall mutually acceptable to the Purchaser and the Seller, as escrow agent determine (the “Escrow Agent”), shall enter into ) in accordance with and subject to the provisions of an Escrow Agreement, effective as Agreement substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit B hereto (the “Escrow Agreement”). The Escrow Shares shall be deemed to have been contributed only by holders of issued and outstanding InterSAN Capital Stock immediately prior to the Effective Time (“InterSAN Stockholders”). The percentage of the Escrow Shares contributed on behalf of each holder of InterSAN Common Stock contributing to the Escrow, pursuant as shown in a schedule to which be delivered at the Purchaser shall issue Closing and attached to the Escrow Agent on the Closing DateAgreement, a number of shares equal to five shall be ten percent (510%) of each of the shares of Finisar Common Stock entitled to be received by each such holder of InterSAN Common Stock at the Effective Time; provided, however, that if ten percent (i10%) Purchaser of the shares of Finisar Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part delivered to any holder of InterSAN Common Stock is less than ten (10) shares, such holder shall not be obligated to contribute shares of Finisar Common Stock to the Merger Consideration (all Escrow. The percentage of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with contributed on behalf of each holder of InterSAN Preferred Stock contributing to the Escrow SharesEscrow, the “Escrow Property”), as shown in a segregated escrow account (schedule to be delivered at the “Escrow Account”) Closing and disbursed therefrom in accordance with Article VI hereof and attached to the Escrow Agreement. The Escrow Property , shall serve as the sole source of payment for the obligations be ten percent (10%) of the Seller pursuant shares of Finisar Common Stock entitled to Article VI be received by each such holder of InterSAN Preferred Stock at the Effective Time; provided, however, that if ten percent (other 10%) of the shares of Finisar Common Stock to be delivered to any holder of InterSAN Preferred Stock is less than for Fraud Claims). Unless otherwise required by Lawten (10) shares, all distributions made from the Escrow Account such holder shall not be treated by the Parties as an adjustment obligated to contribute shares of Finisar Common Stock to the Merger Consideration received by the Seller pursuant to Article I hereofEscrow. (b) The Escrow Property Shares shall not be subject to any claims of indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI IX and the Purchaser Share Price as of the Escrow Expiration Date) shall remain procedures specified in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Agreement. Subject to the provisions of Article VI. After Section 9.2(d), the sole recourse for claims under this Agreement shall be the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Ecotality Stock (the “Escrow AgentClosing Stock”), shall enter into ) having an Escrow Agreement, effective aggregate value (determined as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares ) equal to five fifty percent (550%) of each of the shares of Purchase Price, as adjusted pursuant to Section 3.4 (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with shall be deposited under the Escrow Agreement; provided that if the aggregate value of all of the Closing Stock as of the Closing Date is less than the Escrow Amount, then all of the Closing Stock will be deposited in escrow pursuant to the Escrow Agreement at the Closing; and provided further that if the aggregate value of all the Closing Stock at the True-up Date, based on the True-up Price, remains less than the Escrow Amount, then before any equity securities paid as dividends or distributions with respect of the Escrow Amount may be released to the Vendor under the Escrow Agreement, the Escrow Amount will be supplemented by a portion of the True-up Payment equal to such shares or into which such shares are exchanged or converted, the “shortfall. The Escrow Securities”) to be held, along with any other dividends, distributions or other income on Agent shall hold the Escrow Shares (together with Amount for the purpose of satisfying any indemnification obligation of the Vendor under this Agreement; and disbursement of any portion of the Escrow Shares, Amount to the “Escrow Property”), in a segregated escrow account (Vendor or the “Escrow Account”) and disbursed therefrom Purchaser shall be in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as If prior to the sole source of payment for the obligations True-up Date any of the Seller pursuant Closing Stock is to Article VI (be released from escrow to satisfy an indemnification obligation or other than for Fraud Claims). Unless otherwise payment required by Law, all distributions to be made from the Escrow Account shall be treated by the Parties as an adjustment Vendor to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Purchaser in accordance with Article VI hereof this Agreement, the value of such released Closing Stock shall be deemed to be the Closing Price of such Closing Stock on the date of its release from escrow. If all Closing Stock then in escrow are released and the indemnification or other payment obligation of the Purchaser to the Vendor has not been fully satisfied, the difference shall be paid in cash by the Vendor to the Purchaser. On the True-up Date, the Escrow Amount then remaining in the escrow may be released to the Vendor to the extent, if at all, that the aggregate value (including as of that date) of the Escrow Amount (with the shares in escrow being valued at the True-up Price, and with the escrow first being supplemented by a portion of the True-up Payment as provided above, if applicable) exceeds the aggregate full amount claimed under all then unresolved written Purchaser claims for indemnification which were made prior to the first anniversary of the Closing Date. The Escrow Agreement shall also apply with respect to the required timing transactions under the Edison Norvik APA and distributions of Claim Notices) that remain unresolved at the time all or part of the Escrow Expiration Amount shall be dependent on the status of claims both under this Agreement and under the Edison Norvik APA. Any balance remaining in escrow after the True-up Date (“Pending Claims”), all or a portion shall be released after the determination of the claims then subject to indemnification. The Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on Amount shall be the amount first, but shall not be sole and exclusive, remedy of the indemnification claim included in Purchaser with respect to the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as indemnity obligations of the Escrow 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerVendor.

Escrow. (a) At or prior In addition to the Closingconsideration payable by Parent for the Shares pursuant to Section 1.2 above, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of at the Effective Time, Parent shall deliver or cause to be delivered, on behalf of the Identified Employee, cash in form and substance reasonably satisfactory an amount equal to the Purchaser and product of (x) the Seller number of Shares to be purchased from the Identified Employee multiplied by (y) the Escrow Per Share Common Consideration (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Identified Employee 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 convertedthe Escrow Agent, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on held and distributed from time to time by the Escrow Shares (together with Agent pursuant to the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and provisions of the Escrow Agreement. The Identified Employee Escrow Property Amount shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim the provisions of the Merger Agreement and the Escrow Agreement on the same terms and conditions as the rest of the Escrow Funds. Without limiting the foregoing, the Identified Employee hereby acknowledges and agrees that: (a) the Escrow Agreement shall provide Parent with respect recourse against all of the extent made after Escrow Funds, including the date that is two (2) years after the Closing Date (the “Identified Employee Escrow Expiration Date”); provided, howeverAmount, with respect to any indemnification claims and all Parent Claims made in accordance with Article VI hereof (including with respect under Section 14 of the Merger Agreement, subject to the required timing of Claim Notices) that remain unresolved at the time of terms and conditions set forth in the Escrow Expiration Date Agreement and in such Section 14; (“Pending Claims”)b) any remaining Escrow Funds, all or a including any remaining portion of the Identified Employee Escrow Property reasonably necessary Amount, shall be distributed to satisfy such Pending Claims (as determined based on the amount of Indemnifying Stockholders, including the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Identified Employee, and the Purchaser Share Price as of Representative (to the Escrow Expiration Dateextent required to reimburse unpaid Reimbursable Expenses) shall remain upon the terms and conditions set forth in the Escrow Account until such time as such Pending Claim Agreement and Merger Agreement; and (c) the Identified Employee shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anybe bound by, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithcomply with, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party A. The Deposit shall be held in escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the by Escrow Agent on upon the Closing Date, a number of shares equal to five percent (5%) of each of the shares of following terms and conditions: (i) Escrow Agent shall deposit the Deposit in an interest-bearing account or invest the Deposit in a money market or monetary fund; (ii) Escrow Agent shall deliver to Seller the Deposit (together with all interest thereon, if any) at and upon the Closing; and (iii) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party's obligations hereunder, Escrow Agent shall pay the Deposit (together with all interest thereon, if any) to Seller and/or Purchaser, as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Article 16(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Deposit; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by it, Seller and Purchaser; (vi) Except as otherwise provided in Article 16(C) hereof, Seller and Purchaser Common Stockshall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases and forever discharges Escrow Agent from any liability arising out of any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and (viii) Escrow Agent may resign for any reason upon ten (10) days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. C. Escrow Agent is acting as a stakeholder only with respect to the Deposit. Escrow Agent, except (i) in the event of the Closing, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together in connection 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Termination Notice by Purchaser in accordance with Article VI hereof and 10 E. or (iii) if the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Deposit is required to be delivered to Purchaser pursuant to Article VI 20 B., shall not deliver the Deposit except on seven (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment 7) days' prior written notice to the Merger Consideration received by parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Seller pursuant Deposit or as to Article I hereof. (b) The whom such Deposit is to be delivered, Escrow Property Agent shall not be subject to make any indemnification claim delivery, but in such event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with respect all interest thereon, if any), or in the extent made after absence of such authorization, Escrow Agent may hold the date that is two Deposit (2) years after together with all interest thereon, if any), until the Closing Date (final determination of the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made rights of the parties in an appropriate proceeding. Notwithstanding the foregoing if Purchaser delivers a Termination Notice in accordance with Article VI hereof 10 E. or if Purchaser delivers notice to Escrow Agent that the Deposit is required to be paid to Purchaser pursuant to Article 20 B. of the Agreement, Seller authorizes and directs Escrow Agent to immediately deliver the Deposit to Purchaser without the necessity of any prior notice or consent by Seller. If such written authorization is not given or proceedings for such determination are not initiated within thirty (including 30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit (together with respect all interest thereon, if any), with a court of competent jurisdiction pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the required timing Deposit, or if the Deposit is split between the parties hereto, such costs of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”)Agent shall be split, all or a portion of the Escrow Property reasonably necessary pro rata, between Seller and Purchaser, in inverse proportion to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Deposit received by each. Upon making delivery of the Deposit (together with all interest thereon, if any), in the Claim Notice manner provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the in this Agreement, Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim Agent shall have been finally resolved no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and paid will hold the Deposit, in escrow, pursuant to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, and for downward adjustments (aif any) At or 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 Shares”) shall be deposited in escrow (the “Indemnity Escrow Account”), which shall be allocated among the recipients in the same proportion as their proportionate share of the total Company Ordinary Shares outstanding immediately prior to the ClosingEffective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Parent, the Purchaser Representative, the Seller Representative Committee and a third-party escrow agent mutually acceptable to the Purchaser Continental (or such other Person as may be agreed by Parent and the SellerRepresentative), as escrow agent (the “Escrow Agent”), shall enter into an substantially in the form of Exhibit C-1 hereto (the “Indemnity Escrow Agreement”). The Indemnity Escrow Agreement shall provide that on the earlier of (A) the 30th day after the date Parent has filed with the SEC its Annual Report for the year ending February 28, effective as of the Effective Time2015 or (B) June 30, in form and substance reasonably satisfactory to the Purchaser and the Seller 2015 (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining release all Escrow Property Shares then remaining in escrow, less (i) 300,000 Escrow Shares (the “Litigation Escrow Shares”), (ii) that portion of the Escrow Account Shares applied in satisfaction of any downward adjustments made to the SellerMerger Consideration provided for in Section 1.5(d) above and (iii) that portion of the Escrow Shares applied or reserved with respect to Escrow Claims. Any Escrow Shares that continue to be held after the Escrow Release Date with respect to any unresolved Escrow Claim shall be delivered to the recipients 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. The Litigation Escrow Shares shall not be released until final resolution of the litigation listed in Schedule 2.8.

Escrow. (aAny claims by Buyer or any Buyer Indemnified Party for indemnifiable Losses under Section 9.2(a) At or prior from and after the Closing shall be subject to the Closingfollowing terms: (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 Section 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, and subject to, the Purchaser Representative, terms and conditions of the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Indemnity Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory no Seller shall have any further liability for any such Losses. Subject to the Purchaser and the Seller (the “Escrow Agreement”remainder of this Section 9.5(b)(i), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be treated by remain outstanding until the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after earlier of the date that is two twenty-four (224) years months after the Closing Date (the “Final Indemnity Escrow Expiration Release Date”) and the date on which the Indemnity Escrow Funds are reduced to Zero Dollars ($0). (A) If 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”); provided, howeverthen Sellers shall be entitled to receive, with respect to any indemnification claims made by wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with Article VI hereof (including with respect the terms of the Indemnity Escrow Agreement, an amount equal to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsamount, if any, by which the remaining Indemnity Escrow Funds at such time exceed the sum of (1) the Welded Indemnity Escrow Amount and not subject to resolved but (2) the amount of any then outstanding unpaid claims for payment from the Indemnity Escrow Account timely asserted in favor good faith by a Buyer Indemnified Party as of an Indemnified Partysuch 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”). (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 transferred 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 Seller. Promptly 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 final resolution 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 all 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 payment of all indemnification obligations in connection therewithafter the Transfer Tax Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent shall transfer any remaining pursuant to the terms of the Transfer Tax Escrow Property remaining Agreement. (iii) Except in the Escrow Account to event of Fraud, in no event shall a Buyer Indemnified Party deliver notice of a claim for payment directly against, or otherwise make or assert any claim for damages or other Losses against, any Seller from and after the SellerClosing other than in accordance with this Section 9.5(b).

Escrow. (a) At the Effective Time, Parent shall deliver or prior cause to be delivered cash in an amount equal to the ClosingEscrow Amount to The Bank of New York Trust Company, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerN.A., as escrow agent (the “Escrow Agent”), pursuant to the provisions of an escrow agreement which shall enter be entered into an Escrow Agreementprior to or concurrently with the Effective Time by and among Parent, effective as the Representative, on behalf of the Effective TimeIndemnifying Stockholders, in form and substance reasonably satisfactory to the Purchaser and the Seller 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”), pursuant to which the Purchaser . The Escrow Agreement shall issue to provide Parent with recourse against amounts held in escrow by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow AccountFunds”) for a period of 18 months from and disbursed therefrom after the Effective Time (the “Escrow Period”) with respect to any and all Parent Claims made under Section 14 of this Agreement, subject to the terms and conditions set forth in accordance with Article VI hereof the Escrow Agreement and in such Section 14. The Escrow Amount plus any interest earned prior to distribution (or any portion thereof) shall be distributed to the Indemnifying Stockholders, and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time terms and provisions of the Escrow Expiration Date Agreement and the transactions contemplated thereby are specific terms of the Merger and of the transactions contemplated by the Common Stock Purchase Agreements, and the approval and adoption of this Agreement, the Common Stock Purchase Agreements and the transactions contemplated hereby (“Pending Claims”)including 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 or a portion of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Property reasonably necessary Amount into escrow, the indemnification obligations set forth in Section 14 hereof and the appointment and sole authority to satisfy such Pending Claims (as determined based act on the amount behalf of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as Indemnifying Stockholders of the Escrow Expiration Date) shall remain Representative, as provided for herein and 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. In order to partially secure the indemnity obligations of the Sellers as set forth herein (a) At or prior to including the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser indemnities set forth in Article X and the Seller, as escrow agent (the “Escrow Agent”obligation to pay any deficiency owed pursuant to Section 2.3(f)), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Representative (on behalf of the Sellers) shall execute at the Closing an escrow agreement in the form attached hereto as Exhibit E (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to "ESCROW AGREEMENT") with the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of whereby each of the shares of Indemnification Escrow Amount and the Working Capital Escrow Amount shall be held in separate interest-bearing escrow accounts (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectivelysuch accounts, the “"INDEMNIFICATION ESCROW ACCOUNT" and the "WORKING CAPITAL ESCROW ACCOUNT", respectively). The Indemnification Escrow Amount”) (together with Amount shall be used to satisfy amounts payable by the Sellers to the Purchaser pursuant to Article X hereof; provided that any equity securities remaining amounts in the Indemnification Escrow Account shall be paid to the Seller Representative on December 31, 2006, less the amount equal to any unresolved claim or claims for indemnification against the Sellers pursuant to Article X hereof, all as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), more fully described in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Working Capital Escrow Property Amount shall serve be used to satisfy the Sellers' obligation to pay any deficiency owed pursuant to Section 2.3(f) hereof and shall be paid to the Purchaser and/or the Seller Representative, as the sole source of payment for case may be, within three (3) Business Days after the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from Settlement Date in accordance with Section 2.3(f) hereof and as more fully described in the Escrow Account Agreement. The Purchaser and the Sellers agree that the Escrow Amount shall be treated as owned for all Tax purposes by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including Sellers and all income earned with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided Amount shall be owned by the Purchaser Representative under Article VI Sellers and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant allocated to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of Sellers for all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerTax purposes.

Escrow. (a) At Promptly following the execution of this Agreement, the License Agreement and the Escrow Agreement, (i) the Purchaser shall deliver or prior cause to be delivered to the Closing, Escrow Agent the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Purchase Price and the Seller, as escrow agent Upfront Payment (the “Escrow AgentCash”), ; and (ii) the Company shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory deliver or cause to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue be delivered to the Escrow Agent on a copy of the irrevocable instructions to the Depositary (the “ADS Instructions”), instructing the Depositary to deliver the ADSs to be purchased by the Purchaser hereunder in book entry form, registered in the name of the Purchaser, subject to and at the Closing, in each case to be held by the Escrow Agent in trust until the earlier of the Closing Date, a number and the termination of shares equal to five percent (5%) of each this Agreement in accordance with its terms. In the event of the shares Closing or the termination of this Agreement in accordance with its terms (whichever is earlier), the Escrow Agent shall: (i) Purchaser Common Stockin the case of Closing, (iiy) Series A Preferred Stock, release the Escrow Cash to the Company; and (iiiz) Series B Preferred Stock subject to be transferred as part satisfaction of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”conditions set forth in Section 2.2(b)(ii), in a segregated escrow account (release the “Escrow Account”) and disbursed therefrom ADS Instructions to the Depositary, all in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall serve as Company undertakes to use its best commercial efforts to cause the sole source of payment for Depositary to issue the obligations ADSs to be purchased by the Purchaser hereunder promptly after the Depositary’s receipt of the Seller pursuant to Article VI ADS Instructions; and (other than for Fraud Claims). Unless otherwise required by Lawii) in the case of termination of this Agreement, all distributions made from (y) release the Escrow Account shall be treated by the Parties as an adjustment Cash to the Merger Consideration received by Purchaser; and (z) return the Seller pursuant ADS Instructions to Article I hereofthe Company. (b) The Company and Purchaser shall cooperate in order to ensure the Closing promptly following receipt of the IIA Consent, as follows: (i) the release of the Escrow Property Cash to the Company from escrow promptly following receipt of the IIA Consent, pursuant to delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company; (ii) upon delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company, the Company shall cause to be deposited with the custodian bank of the Depositary in Israel a share certificate (the “Share Certificate”) representing a number of Ordinary Shares underlying the ADSs being purchased by the Purchaser hereunder (the “Underlying Shares”), and thereafter the Company shall provide to the Purchaser confirmation from the Depositary or the custodian bank that the Share Certificate has been deposited with the custodian bank; and (iii) promptly following the Company’s receipt of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company without any limitations imposed by the bank or any third party, the release by the Escrow Agent of the ADS Instructions to the Depositary, pursuant to delivery of the Joint Release relating to the release of the ADS Instructions to the Depositary in accordance with the Escrow Agreement. (c) As of the date hereof, the Company and Purchaser have each: (i) signed joint releases relating to (y) the release of the Escrow Cash to the Company following receipt of the IIA Consent; and (z) release of the ADS Instructions to the Depositary following the deposit of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company (each, a “Joint Release”) and have deposited their respective signature pages thereto with their respective legal counsel, the law firm of Arnon, ▇▇▇▇▇▇-▇▇▇▇, in the case of the Company, and the law firm of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇, in the case of the Purchaser, and (ii) given irrevocable instructions to such respective counsel to deliver the respective Joint Release to the Escrow Agent immediately upon confirmation by such counsel that (x) the IIA Consent has been obtained (in the case of the release of the Escrow Cash to the Company) and (y) the Escrow Cash has been deposited in the Bank Account and such funds are immediately available, unrestricted and fully accessible to the Company (in the case of the release of the ADS Instructions to the Depositary). (d) For as long as the ADS Instructions are held in escrow and unless and until such time as the ADSs being purchased by the Purchaser hereunder are delivered in book entry form at the Depositary, subject to and at the Closing, (i) the Underlying Shares and/or ADSs subject to the ADS Instructions shall not be deemed issued and outstanding Ordinary Shares and/or ADSs and (ii) the Purchaser shall not be deemed to be the owner of the Underlying Shares and/or the ADSs subject to the ADS Instructions and shall not be entitled to (x) exercise any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including voting rights with respect to the required timing of Claim NoticesUnderlying Shares and/or ADSs subject to the ADS Instructions, (y) that remain unresolved at the time receive dividends and other distributions on account of the Escrow Expiration Date Underlying Shares and/or ADSs subject to the ADS Instructions; or (“Pending Claims”), all or a portion of z) any other rights with respect to the Underlying Shares and/or ADSs subject to the ADS Instructions other than as set forth in this Agreement and the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior Subject to the Closingthis Section 4.05, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent shall hold the Escrow Fund for a period commencing on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, Date and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income ending on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two twelve (212) years months after the Closing Date (the “Escrow Expiration DatePeriod”)) as security to pay, or be applied against, any Damages incurred by any Buyer Indemnified Party with respect to the indemnification obligations of Seller pursuant to Article XI, disbursed by the Escrow Agent in accordance with the Escrow Agreement. The Escrow Agreement shall provide that all interest accruing on amounts in the Escrow Account shall be deposited into the Escrow Account and distributed in accordance with the Escrow Agreement. Upon the expiration of the Escrow Period, the Escrow Agent shall pay to Seller the balance of the funds in the Escrow Account at such time, if any; provided, however, with respect to that if any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that Buyer Indemnified Party Damages remain unresolved at or unpaid as of the time expiration of the Escrow Expiration Date (“Pending Claims”)Period, all or a then the Escrow Agent shall retain that portion of the funds in the Escrow Property reasonably Account necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) unresolved Buyer Indemnified Party Damages pending resolution thereof, which portion shall remain in the Escrow Account until such time as such Pending Claim shall have been matters are finally resolved and paid pursuant to the provisions of Article VI. After notwithstanding any reference to, or expiration of, the Escrow Expiration DatePeriod, and any Escrow Property remaining amounts in excess of such retained portion of the Escrow Account that shall be released to Seller in accordance with the terms and conditions of the Escrow Agreement. Following the end of the Escrow Period, as each unresolved Buyer Indemnified Party Damages amount identified prior to the end of the Escrow Period for which an amount was reserved under this Section 4.05 is not resolved, the Escrow Agent shall either pay the Buyer Indemnified Party Damages subject to Pending Claimsthe limitations in Article XI or pay to Seller the amount so reserved for such Buyer Indemnified Party Damages, if anyas appropriate. When there are no remaining unresolved claims (which were unresolved as of the conclusion of the Escrow Period), and the balance of the Escrow Account which has not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred been used by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithpay Buyer Indemnified Party Damages, the Escrow Agent if any, shall transfer any remaining Escrow Property remaining in the Escrow Account be paid to the Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated An escrow account (the “Escrow Account”) and disbursed therefrom will be established pursuant to an escrow agreement substantially in accordance with Article VI hereof and the form attached hereto as Exhibit A (the “Escrow Agreement”). Each Purchaser’s Investment Amount for the Seller Shares set forth on its signature page hereto will be delivered to the Escrow AgreementAccount. The Escrow Property Each Purchaser shall serve purchase from each Seller the number of shares of Company common stock as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)set forth opposite such Purchaser’s name on Exhibit C attached hereto. Unless otherwise required by Law, all distributions made from the Escrow Account Such Purchaser’s Investment Amount shall be treated allocated to purchasing the shares of Company common stock being offered by ABS Capital Partners III, L.P. up to a total value of $12,020,926.30. Any remaining portion of Purchaser’s Investment Amount shall be allocated to purchasing the Parties as an adjustment to the Merger Consideration received shares of Company common stock being offered by the Seller pursuant to Article I hereof.Tarantella, Inc. (b) The Escrow Property shall not Concurrently with its execution of this Agreement each party to this Agreement will deliver or cause to be subject delivered to any indemnification claim with respect ▇▇▇▇ Capital Partners, LLC (“RCP”): (i) for each Purchaser, duly and validly executed copies of the extent made after Registration Rights Agreement, the date that is two (2) years after Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect form of Exhibit A attached to the Registration Rights Agreement and all other documents required timing of Claim Noticesto be duly and validly executed and delivered by the Purchasers; (ii) that remain unresolved at the time each Seller will deliver or cause to be delivered to RCP duly and validly executed copies of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithRegistration Rights Agreement, the Escrow Agreement, and all other documents required to be duly and validly executed and delivered by each Seller; and (iii) the Company will deliver or cause to be delivered with RCP duly and validly executed copies of the Registration Rights Agreement, the Escrow Agreement, and all other documents required to be duly and validly executed and delivered by the Company. (c) Prior to the Closing, each Seller will deliver to the Transfer Agent shall certificates representing the Seller Shares, together with such other documents as the Company and the Transfer Agent may require to effect the transfer any remaining Escrow Property remaining of such shares to the name of the Purchasers, including executed stock powers and directions for the Transfer Agent to effect such transfer. The Company will use its reasonable best efforts to cause the Transfer Agent to reissue the Seller Shares in the Escrow Account name of each Purchaser so that Certificates registered in the name of each Purchaser will be issued to such Purchaser at the SellerClosing.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePurchaser, the Seller Representative and a third-party Continental Stock Transfer and Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in the form and substance reasonably satisfactory to the Purchaser and the Seller attached hereto as Exhibit C (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares of Purchaser Common Stock (with each share valued at the Purchaser Stock Price) equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Net Merger Consideration (all of the foregoing, collectively, 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Section 1.13 and Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Participating Holders in accordance with their Pro Rata Shares. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Participating Holders pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Merger Consideration received by the Seller Participating Holders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such 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 Stock Price as of the Escrow 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 Escrow 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 SellerParticipating Holders that have previously delivered the Transmittal Documents in accordance with Section 1.10, with each such Participating Holder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerParticipating Holders with each Participating Holder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to Simultaneously with the Closing, closing of the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Business Combination and the Seller, as escrow agent (deposit of the “Escrow Agent”), shall enter Subscription Amount into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) by the Seller with Continental Stock Transfer and disbursed therefrom Trust Company (the “Escrow Agent”), Counterparty shall be deemed to have deposited the Prepayment Amount with respect to the Additional Shares, into the Escrow Account for the benefit of the Seller, which Escrow Account shall be subject to the terms of a written escrow agreement provided by the Escrow Agent (with any customary changes as reasonably requested by the parties hereto) and to be entered into on or prior to the closing of the Business Combination. Upon receipt by the Escrow Agent and the Counterparty of an OET Notice, resulting in accordance a reduction to the Number of Shares, the Escrow Agent will release from the Escrow Account (a) to the Counterparty the Early Termination Obligation associated with Article VI hereof such Terminated Shares and (b) to the Seller an amount in cash equal to the difference between the Initial Price and Early Termination Obligation for each Terminated Share. On the Cash Settlement Payment Date, the Escrow Agent shall remit from the Escrow Account to the Counterparty an amount equal to the Settlement Amount less the Settlement Amount Adjustment (unless previously paid by the Counterparty in Maturity Shares) and will not otherwise be required to return to the Counterparty any of the Prepayment Amount, and the Escrow Agreement. The Agent shall remit from the Escrow Property shall serve as the sole source of payment for the obligations of Account to the Seller (i) unless previously paid by the Counterparty in Maturity Shares, the Settlement Amount Adjustment and (ii) all other amounts remaining in the Escrow Account; provided, that if the Settlement Amount less the Settlement Amount Adjustment is a negative number and either clause (x) of Settlement Amount Adjustment applies or the Counterparty has elected pursuant to Article VI clause (other than for Fraud Claims). Unless otherwise required by Lawy) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash, then the Escrow Agent shall remit nothing from the Escrow Account to the Counterparty, and all distributions made from amounts in the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior Pursuant to the Closingterms and conditions of the Escrow Agreement by and among the Company, the Purchaser RepresentativeInvestors and the Escrow Agent, in the form attached hereto as Exhibit E (the "Escrow Agreement"), the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Purchase Price and the Seller, Series E Preferred Shares shall be held by the Escrow Agent until released as escrow agent (provided in the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Notwithstanding the delivery of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Series E Preferred Shares and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue Purchase Price to the Escrow Agent on to be held pursuant to the Closing DateEscrow Agreement, a number of shares equal to five percent (5%) of each the Investors shall be the beneficial and record owners of the shares of (i) Purchaser Common Stock, (ii) Series A E Preferred Stock, Shares for all purposes and (iii) Series B Preferred Stock as such shall be entitled to be transferred as part of the Merger Consideration (all of the foregoingrights of holders of Series E Preferred Shares, collectivelyincluding, without limitation, dividend rights and all other rights, privileges and preferences set forth in the “Escrow Amount”) (together with any equity securities paid Certificate of Incorporation, and the preemptive rights, rights of first refusal and co-sale options set forth in the Stockholders Agreement; provided, however, that in the event of redemption of the Series E Preferred Stock as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedprovided in Section 5.6 hereof, the “Escrow Securities”) to be held, along with any other no dividends, distributions accrued or otherwise, or interest (other income on than the Escrow Interest (as defined below)) shall be payable in connection with such redemption. No Escrow Interest shall be paid to the Company or the Investors until the Purchase Price and the Series E Preferred Shares (together with are delivered by the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Agent in accordance with Article VI hereof Section 1.5(b) and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Agent shall hold the Purchase Price pursuant to the terms of the Escrow Agreement for the purpose of securing funds to satisfy the Company's obligations to repurchase the Series E Preferred Shares pursuant to Section 5.6. The Escrow Agent shall hold the Series E Preferred Shares, the Purchase Price and the Escrow Interest until (i) the Put Right has expired, in which case the Escrow Agent shall promptly deliver the Series E Preferred Shares to the Investors and the Purchase Price, together with the Escrow Interest, to the Company, or (ii) the Put Right is exercised in accordance with Section 5.6, in which case the Escrow Agent shall promptly deliver the Series E Preferred Shares to the Company and the Purchase Price, together with the Escrow Interest, to the Investors. Each party hereto shall give a written instruction to the Escrow Agent promptly after the occurrence of any event set forth in clauses (i) or (ii) above to effect any such release. The Purchase Price shall be held by the Escrow Agent as a trust fund and shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); providedlien, howeverattachment, with respect to trustee process or any indemnification claims made other judicial process of any creditor of any party, and shall be held and disbursed or paid in accordance with Article VI hereof (including with respect to the required timing terms of Claim Notices) that remain unresolved at the time of this Agreement and the Escrow Expiration Date (“Pending Claims”), all or a portion Agreement. The fees and expenses of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer be paid 50% by the Company and 50% by the Investors. (c) The Escrow Agent shall invest the Purchase Price and any remaining interest, dividends, income or other proceeds earned on the Purchase Price (the "Escrow Property remaining Interest") in interest-bearing (i) government securities, (ii) AAA rated money market funds, and/or (iii) AI/PI or better rated commercial paper, as directed by the Escrow Account to the SellerCompany.

Escrow. (a) At or prior the Effective Time, an amount equal to $6,800,000.00 (the Closing“Escrow Amount”), which shall be comprised of (i) $3,870,444.13 in cash shall be deducted from the Aggregate Merger Consideration and deposited into a separate account (the “Cash Escrow Fund”) and (ii) 134,334 shares of Parent Common Stock valued at the Parent Stock Price shall be deducted from the Aggregate Merger Consideration and deposited by Acquiror in a separate account (the “Stock Escrow Fund”, and collectively with the Cash Escrow Fund, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent “Escrow Fund”) with SunTrust Bank (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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Fund shall serve as be available to compensate Acquiror (on behalf of itself or any other Indemnified Person) for Indemnifiable Damages pursuant to the sole source of payment for the indemnification obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Company Stockholders. Unless otherwise required by Law, all distributions made from The Escrow Fund shall be held and distributed as provided in the Escrow Account shall be treated by the Parties Agreement and as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofdescribed herein. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after Promptly following the date that is two (2) years after one year following the Closing Date (the “Escrow Expiration Release Date”), the Escrow Agent will, in accordance with the terms of the Escrow Agreement, (x) disburse to the Payments Administrator or the Surviving Entity, as applicable, for distribution or (y) with respect to Parent Common Stock, instruct Parent’s transfer agent to transfer, to the Company Stockholders in accordance with their Escrow Pro Rata Share of any amounts remaining in the Escrow Fund as of the Escrow Release Date less that portion of the Escrow Amount that is determined, in the reasonable judgment of Acquiror after consultation with and consideration of the reasonable input of the Securityholders’ Agent, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Securityholders’ Agent prior to the Escrow Release Date in accordance with ARTICLE 8. Any portion of the Escrow Amount held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be (promptly after the final resolution thereof) disbursed to the Payments Administrator or the Surviving Entity, as applicable, for distribution to the Company Stockholders within fifteen (15) Business Days following final resolution of such claims and in accordance with each such Company Stockholder’s Escrow Pro Rata Share of such amount held following the Escrow Release Date. (c) Unless otherwise required by applicable Legal Requirements, for all applicable Tax purposes: (i) Parent shall be treated as the owner of the Cash Escrow Fund, all interest and earnings earned from the investment and reinvestment of the Cash Escrow Fund shall be allocated to Parent. Parent shall be entitled to an annual tax distribution on or prior to January 31, 2016 (and on or prior to January 31 of any subsequent year that precedes the termination of the Escrow Fund) from the Cash Escrow Fund equal to 40% of the taxable income so allocated to Parent; provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after before the final resolution disbursement of all Pending Claims and payment of all indemnification obligations in connection therewithCash Escrow Fund is made, the Escrow Agent shall transfer distribute to Parent 40% of any remaining Escrow Property remaining taxable income earned on amounts in the Cash Escrow Account Fund that has been allocated to Parent and that has not previously been taken into account in determining an annual tax distribution. If and to the Sellerextent that any portion of the Cash Escrow Fund is disbursed to Company Stockholders, interest shall be imputed on such portion to if required by the Code. Except for any applicable imputed interest, the rights of Company Stockholders to the Cash Escrow Fund are intended to be treated as deferred contingent purchase price eligible for “installment sale” reporting under Section 453 of the Code; and (ii) The Stock Escrow Fund will be treated as having been received by the Company Stockholders on the Closing Date, and the Company Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to such shares.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative Parent shall hold back and a third-party escrow agent mutually acceptable retain from any payments to be made to the Purchaser Company Securityholders, pursuant to Section 2.8(a), Section 2.8(b) and the SellerSection 2.12, as escrow agent an aggregate amount equal to $2,550,000 (the “Escrow AgentAmount”), ) as a source for effecting the payment and discharge of any indemnification obligations of the Company Securityholders to the Buyer Indemnified Parties as set forth in Section 8.1 hereof. The Escrow Amount shall enter be deposited into an Escrow Agreementescrow account, effective as of and shall be payable, less any pending or paid indemnification claims asserted pursuant to Section 8.6 on or prior to such date, on the Effective Time, in form and substance reasonably satisfactory Release Date pursuant to the Purchaser and the Seller terms of an escrow agreement (the “Escrow Agreement”), pursuant to which the Purchaser Escrow Agreement (x) shall issue to the Escrow Agent be entered into on the Closing DateDate among Parent, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, Stockholders’ Representative and (iii) Series B Preferred Stock an escrow agent to be transferred as part of mutually agreed upon between Parent and the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account Stockholders’ Representative (the “Escrow AccountAgent”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account y) shall be treated by substantially in the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofform of Exhibit E attached hereto. (b) The adoption of this Agreement and the approval of the Merger by the Company Securityholders shall constitute approval of the Escrow Property Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow. (c) Each Company Securityholder shall not share pro rata in the Escrow Amount as set forth in this Section 2.9(c). Each Closing Payment to be subject made to any indemnification claim with respect the extent made after the date that is two Common Securityholders (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, other than with respect to any indemnification claims Dissenting Shares) pursuant to Section 2.8(a), and each payment of Option Consideration to be made in accordance with Article VI hereof to the Option Holders pursuant to Section 2.12(a), shall be reduced by an amount equal to the product of (i) the number of shares of Common Stock and/or the number of shares of Common Stock underlying the Options held by such holder immediately prior to the Effective Time multiplied by (ii) the Escrow Amount multiplied by (iii) the Common Escrow Percentage, divided by the sum of the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time and the aggregate number of shares of Common Stock underlying the Options outstanding immediately prior to the Effective Time (including any shares of Common Stock issuable upon the exercise of Options exercised immediately prior to the Closing or Preferred Stock converted immediately prior to the Closing). Each Closing Payment to be made to the Preferred Stockholders (other than with respect to Dissenting Shares) pursuant to Section 2.8(b) shall be reduced by an amount equal to the required timing product of Claim Notices(i) that remain unresolved at the time number of shares of Preferred Stock held by such holder immediately prior to the Effective Time multiplied by (ii) the Escrow Amount multiplied by (iii) the Preferred Escrow Percentage, divided by the aggregate number of shares of Preferred Stock outstanding immediately prior to the Effective Time. (d) Each disbursement of the Escrow Expiration Date (“Pending Claims”), all or a portion Amount to Company Securityholders pursuant to the terms of the Escrow Property reasonably necessary Agreement shall be paid (i) to satisfy each Common Securityholder (other than with respect to Dissenting Shares) in an amount equal to the product of (A) the number of shares of Common Stock and/or the number of shares of Common Stock underlying the Options held by such Pending Claims holder immediately prior to the Effective Time multiplied by (as determined based on B) the amount of such disbursement multiplied by (C) the indemnification claim included in the Claim Notice provided Common Escrow Percentage, divided by the Purchaser Representative under Article VI sum of the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time and the Purchaser Share Price as aggregate number of shares of Common Stock underlying the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Options outstanding immediately prior to the provisions Effective Time (including any shares of Article VI. After Common Stock issuable upon the Escrow Expiration Date, any Escrow Property remaining in exercise of Options exercised immediately prior to the Escrow Account that is not subject Closing or Preferred Stock converted immediately prior to Pending Claims, if anythe Closing), and not subject (ii) to resolved but unpaid claims each Preferred Stockholder (other than with respect to Dissenting Shares) in favor an amount equal to the product of an Indemnified Party(A) the number of shares of Preferred Stock held by such holder immediately prior to the Effective Time multiplied by (B) the amount of such disbursement multiplied by (C) the Preferred Escrow Percentage, shall be transferred divided by the Escrow Agent aggregate number of shares of Preferred Stock outstanding immediately prior to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerEffective Time.

Escrow. (a) At or prior to Buyers and Seller agree that the Escrow Amount shall be placed in escrow with Buyers at Texas Commerce Bank, National Association, for a period beginning on the Closing and ending on the 24-month anniversary of the Closing, to be disbursed solely upon the Purchaser Representative, joint signatures of the Seller Representative Buyers and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, all as escrow agent (the “Escrow Agent”)set forth below, shall enter into an Escrow Agreement, effective as provided that one-half of the Effective Time, in form and substance reasonably satisfactory Escrow Amount shall be disbursed to Seller automatically on the Purchaser and 12-month anniversary of the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Closing. Disbursements from the Escrow Agent on Amount shall be made for the Closing Datepayment of amounts, a number of shares equal if any, needed to five percent (5%) of each satisfy the indemnification rights of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Buyers pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I XII hereof. (b) The Escrow Property Amount or the appropriate portion thereof shall not be subject disbursed to any indemnification claim with respect Buyers during the extent made after period ending on the date that is two (2) years after 24-month anniversary of the Closing Date at any time or from time to time, upon the Buyers, giving Seller a Notice of Claim unless Seller delivers a Notice of Objection (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made as hereafter defined) in accordance with the procedures described in this Section 12.06. Such Notice of Claim must be for a specified amount. (i) Seller may give the Buyers written notice ( Notice of Objection ) (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of the Seller, the claim described in such Notice of Claim is invalid (either in whole or in specified part) under the terms of Article VI hereof XII hereof, (including with respect C) giving the reasons for the alleged invalidity, and (D) stating that, based on such alleged invalidity, the Seller objects to the required timing payment of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a any portion of the Escrow Property reasonably Amount to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, the Seller, within 30 days of the receipt of such Notice of Claim, may agree to pay over to the Buyers that portion of the amounts specified in such Notice of Claim as to which no objection is made. The Seller is not required to agree to make any payments to Buyers in respect of a Notice of Claim that has been objected to in a Notice of Objection given to Buyers as aforesaid except (X) as provided in the immediately preceding sentence, or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph ii below. (ii) Buyers and Seller agree to submit to final and binding arbitration any and all disputes Seller has specified in a Notice of Objection or Buyers have specified in a Notice of Claim to which the Seller has not responded within 30 days of receipt of such Notice of Claim. Any such dispute subject to arbitration in accordance with the American Arbitration Association rules. (c) The Escrow Account shall be terminated on the 24-month anniversary of the Closing Date; PROVIDED, HOWEVER, that the Escrow Account may continue beyond such 24-month anniversary, if Buyers have asserted indemnification claims, and any such claims remain unsatisfied (but only to the extent 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 unsatisfied claims). Upon termination of the Escrow Expiration Date) shall remain in Account, all remaining amounts therein that constitute the Escrow Account until such time as such Pending Claim shall Amount and that have not been finally resolved and paid or are not properly payable to third parties, or to Buyers pursuant to the provisions of Article VI. After the Escrow 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 Partyhereto, shall be transferred by disbursed to Seller along with all interest that has accrued on the Escrow Agent to Amount during the Seller. Promptly period ending 24 months after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerClosing.

Escrow. BUYER and SELLER authorize LAW OFFICES OF ▇▇▇▇▇▇ ANON Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: Address: ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ to act as "Escrow Agent" to receive funds and other items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow Agent will deposit all funds received in [x] a non-interest bearing escrow account [ ] an interest bearing escrow account with interest accruing to _____________________ with interest disbursed (check one) [ ] at closing [ ] at ___________ intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (a) At or prior to hold the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as subject matter of the Effective Time, in form and substance reasonably satisfactory escrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the Purchaser and parties' rights regarding the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends escrow or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The 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 Property shall not Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the subject to any indemnification claim with respect matter of the extent made after the date that is two (2) years after the Closing Date (the “escrow, Escrow Expiration Date”); provided, howeverAgent will recover reasonable attorneys' fees and costs at all levels, with respect such fees and costs to any indemnification claims made in accordance with Article VI hereof (including with respect to be paid from the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all escrowed funds or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (equivalent and charged and awarded as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 court or other costs in favor of an Indemnified Party, shall be transferred by the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or SELLER of escrowed items, unless the Seller. Promptly after the final resolution misdelivery is due to Escrow Agent's willful breach of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Contract or gross negligence.

Escrow. (a) At or prior the Effective Time, cash in an amount equal to the ClosingEscrow Amount shall be delivered or caused to be delivered by Parent to The Bank of New York Trust Company, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerN.A., as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) pursuant to the provisions of the Effective Timeescrow agreement in the form attached as Exhibit C hereto, in subject to any amendments to such form requested by the Escrow Agent and substance reasonably satisfactory mutually agreed to the Purchaser by Parent and the Seller Representative (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, that the allocable portion of the Escrow Amount attributable to the Unvested Common Shares shall not be delivered to the Escrow Agent until the Initial Merger Consideration with respect to those shares has vested pursuant to the applicable Restricted Stock Purchase Agreement in accordance with the schedule thereof incorporated in the disbursement agreement between Parent and the Paying Agent. The Escrow Agreement shall be entered into prior to or concurrently with the Effective Time, by and among Parent, the Representative, on behalf of the Indemnifying Securityholders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent (the “Escrow Funds”) with respect to any indemnification claims and all Parent Claims made in accordance with Article VI hereof (including with respect under Section 14, subject to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such 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 terms and the Purchaser Share Price as of the Escrow Expiration Date) shall remain conditions set forth in the Escrow Account until Agreement and in such time as such Pending Claim Section 14 of this Agreement. The Escrow Amount (or any portion thereof) shall have been finally resolved and paid pursuant be distributed to the provisions of Article VI. After Indemnifying Securityholders, and Parent at the Escrow Expiration Datetimes, any Escrow Property remaining and upon the terms and conditions, set forth 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, Agreement. All interest earned on the Escrow Funds shall be transferred payable to Parent and all such interest income shall be reported by the Escrow Agent to Parent. Upon any release of the SellerEscrow Funds payable to the Indemnifying Stockholders, Parent shall pay to the Escrow Agent for further distribution to the Indemnifying Stockholders an amount equal to the interest actually earned on the amount of Escrow Funds so released. Promptly after The escrow described above shall commence on the final Effective Time and terminate on the 18-month anniversary thereof (the “Expiration Date”) and the period between the Effective Time and the Expiration Date shall be referred to as the “Escrow Period”), provided, however, that the portion of the Escrow Funds, which, in the reasonable judgment of Parent, subject to the objection of the Representative and the subsequent resolution of all Pending Claims the matter in the manner provided in Section 14.9, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and payment the Representative prior to termination of all indemnification obligations the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in connection therewiththe foregoing escrow until such claims have been finally resolved, or, if earlier, until released in accordance with Section 14.9 below. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Indemnifying Securityholders pursuant to the Stockholders’ Written Consent, the Warrant Holder Consent Agreement, and the Option Holder Consent, as the case may be, 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 Agent shall transfer any remaining Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Property remaining 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 Account to the SellerAgreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), 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 Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares of Purchaser Common Stock (with each share valued at the Redemption Price) equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective portions of the Merger Consideration as set forth in Section 1.9. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Company Stockholders pursuant to Article VI (other than for Consent Claims and Fraud Claims). Pursuant to the Escrow Agreement, the Escrow Agent, as the record holder of the Escrow Shares, shall grant each of the Company Stockholders a proxy to vote such Company Stockholder’s Pro Rata Share of the Escrow Shares and, until and unless the Escrow Shares are forfeited in satisfaction of an indemnification claim pursuant to Article VI hereof, each Company Stockholder shall control the voting power with respect to such Company Stockholder’s Pro Rata Share of the Escrow 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 Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 SellerCompany Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerCompany Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to The Subscriber hereby appoints Fox Rothschild LLP as the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “"Escrow Agent”), " for purposes of this Agreement. The Subscriber shall enter into an Escrow Agreement, effective as of deliver the Effective Time, in form and substance reasonably satisfactory Subscription Amount to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Dateby check made payable to Fox Rothschild LLP or by wire transfer to Wachovia Bank, a number of shares equal to five percent ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA #▇▇▇▇▇▇▇▇▇, Account: Fox Rothschild LLP Iolta Account, Account # 2100012910060, Swift Code: PNB PUS 33 (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”international wires only) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), held in a segregated non-interest bearing escrow account (the “"Escrow Account”") and disbursed therefrom in accordance with Article VI hereof and until the Escrow AgreementClosing. The Escrow Property parties hereby agree that the Subscription Amount shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made be released from the Escrow Account shall be treated to the Company, less any applicable commissions and fees, simultaneously with (i) the acceptance by the Parties as an adjustment Company of the Subscriber's subscription; and (ii) the release by the Company of the certificate representing the Shares. In the event that the Closing has not occurred within thirty (30) days of the Subscription Amount being deposited into escrow, then the Escrow Agent shall return the Subscription Amount from the Escrow Account to the Merger Consideration received by the Seller pursuant to Article I hereofSubscriber, without interest. (b) The Escrow Property Agent shall not be subject liable for any error of judgment or for any act done or omitted by it in good faith, or for anything it may in good faith do or refrain from doing in connection herewith; nor for any negligence other than its gross negligence; nor shall the Escrow Agent be answerable for the default or misconduct of its agents, attorneys or employees, if they be selected with reasonable care; nor will any liability be incurred by the Escrow Agent, if, in the event of any dispute or question as to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); providedits duties or obligations hereunder, however, with respect to any indemnification claims made it acts in accordance with Article VI hereof advice of its legal counsel, including, without limitation, its own reasoned, written legal opinion relative to the matter. The Escrow Agent shall have no liability for the selection of the depository bank nor for any loss of funds in the event of the failure of the depository bank. (including c) In the event that prior to the termination of the escrow, the Escrow Agent receives or becomes aware of conflicting demands or claims with respect to the required timing of Claim Notices) that remain unresolved at escrowed funds or the time rights of the Escrow Expiration Date (“Pending Claims”), all Company or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithSubscriber, the Escrow Agent shall transfer have the right to discontinue any remaining Escrow Property remaining in or all further acts on its part until such conflict is resolved to its satisfaction. In such event, the Escrow Account Agent shall not pay the escrowed funds to any party, and, except as provided herein, shall not comply with any claims, demands or instructions with respect to the Sellerescrowed funds from the Company or the Subscriber or any representative of the foregoing. The Escrow Agent shall not be or become liable in any way to the Company, to the Subscriber, or any other person or entity for its failure or refusal to comply with such conflicting claims or demands. The Escrow Agent shall be entitled to refuse to act until: (i) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction; (ii) such conflicting or adverse claims or demands shall have been settled by agreement among all of the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent; and/or (iii) the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to indemnify and save it harmless from and against any and all loss, liability or expense which it may incur by reason of its acting. (d) The Escrow Agent shall have the further right to commence or defend any action or proceeding for the determination of such conflict. The Company agrees to defend and indemnify, and to otherwise pay all costs, damages, judgments and expenses, including reasonable attorneys’ fees, suffered or incurred by the Escrow Agent in connection with or arising out of the Escrow and this Agreement, including but without limiting the generality of the foregoing, a suit in inter-pleader brought by the Escrow Agent. In the event the Escrow Agent files a suit in inter-pleader and deposits the escrowed funds with the court in which such suit is filed, it shall thereupon be fully released and discharged by the Company and the Subscriber from all further obligations to perform any and all duties or obligations imposed upon it by this Agreement, but the Company shall not be discharged from its obligations to the Escrow Agent contained in this Agreement, which shall be deemed to survive any such deposit of funds. (e) Fox Rothschild LLP represents the Company, not the Subscriber. Fox Rothschild expects to be paid for its legal services out of the proceeds in escrow, which creates a conflict of interest. Purchasers acknowledge that the Escrow Agent does not represent the Subscriber and that the escrow agent’s duties are strictly limited to the provisions of this Agreement. The Subscriber and Company waive any conflict of interest, lack of independence or appearance of impropriety with respect to Fox Rothschild LLP’s service as Escrow Agent hereunder.

Escrow. (a) At or prior to On the ClosingClosing Date, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Parent shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on Agent, as a contribution to the Closing DateEscrow Fund, a number of shares of Parent Common Stock equal to five the product of ten percent (510%) multiplied by the Stock Merger Consideration, rounded down to the nearest whole share, (the "Escrow Amount"), which shall serve as partial security for the Participating Holders' indemnification obligations pursuant to Section 8. The Escrow Pro Rata Fraction of the Escrow Amount shall be withheld from the Stock Merger Consideration otherwise payable to each of the shares Participating Holders, which Escrow Pro Rata Fraction was determined in accordance with the Company Charter, including Section 2(g)(v) of (i) Purchaser Common StockArticle IV.B thereof. The Escrow Fund shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, (ii) Series A Preferred Stockattachment, 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. Any amounts held in the Escrow Fund that are not subject to then outstanding indemnification claims shall be released to the Participating Holders within five (iii5) Series B Preferred Business Days following the date that is the twelve (12) month anniversary of the Closing Date. (b) Each distribution of Parent Common Stock made from the Escrow Fund to the Participating Holders shall be transferred made in proportion to the respective Escrow Pro Rata Fractions of the Participating Holders. (c) The Parent Common Stock deposited in the Escrow Fund shall be treated for income tax purposes as owned by the Participating Holders; provided, however, that any income, gains, losses and expenses of the Escrow Fund shall be available to Parent as part of the Merger Consideration (all of the foregoingEscrow Fund, collectively, the “Escrow Amount”) (together and if not paid to Parent in connection 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom an indemnification claim in accordance with Article VI hereof Section 8 shall ultimately be distributable to the Participating Holders in accordance with this Agreement and the Escrow Agreement. The Escrow Property Participating Holders shall serve as the sole source have voting rights with respect to their allocable shares of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from Parent Common Stock in the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAmount. (bd) The Escrow Property shall not be subject to any indemnification claim with respect approval of this Agreement by the extent made after Company Stockholders, and the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing acceptance of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided Stock Merger Consideration by the Purchaser Representative under Article VI and the Purchaser Share Price as Participating Holders, shall constitute approval of the Escrow Expiration Date) shall remain Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Account until such time as such Pending Claim shall have been finally resolved Fund in accordance with the terms hereof and paid thereof. (e) On the Closing Date, the Company will wire to the Stockholders' Representative $250,000 (the "Expense Fund"), which will be used for the purposes of paying directly, or reimbursing the Stockholders' Representative for, any third party expenses pursuant to the provisions of Article VI. After this Agreement and the Escrow Expiration Date, Agreement. The Participating Holders will not receive any Escrow Property remaining interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders' Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the release in full of the Escrow Account that is not subject Fund, the Stockholders' Representative will deliver the balance of the Expense Fund to Pending Claimsthe Exchange Agent for further distribution to the Participating Holders, if anyin accordance with their respective Indemnity Pro Rata Fractions. For tax purposes, the Expense Fund will be treated as having been received and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred voluntarily set aside by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerParticipating Holders.

Escrow. The Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At or prior to the Closing, execution of this Agreement and shall be held in escrow by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany's transfer agent, as escrow agent (the “"Escrow Agent”"). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory give written notice to the Purchaser Employee and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on specifying the Closing Date, a number of shares equal Forfeited Shares or Shares to five percent (5%) be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) Series A Preferred Stockthe election by the Company to waive forfeiture on all of the unvested Shares, and or (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Employee, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Employee and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining Escrow Property remaining in have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Account Agent in connection with the performance of its duties hereunder shall be borne by the Company. Any stock certificate issued to the SellerEmployee representing unvested Shares shall have affixed thereto a legend in substantially the following form: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. (a) At or prior Notwithstanding anything in this Article X to the Closingcontrary, in the event that, at the time the Purchaser Termination Fee is required to be paid, Parent or its direct or indirect parent is an entity intended to qualify as a REIT, the Purchaser Representativeamount paid to Parent pursuant to Section 10.3 in any tax year shall not exceed the maximum amount that can be paid to Parent (or its Affiliates) in such year without causing it to fail to meet the REIT Requirements for such year, determined as if the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerpayment of such amount were Nonqualifying Income, as escrow agent determined by counsel or independent accountants to Parent. Parent shall inform (1) Purchasers shall place the “Escrow Agent”), shall enter Fee Amount into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Fee Escrow Account”) using an escrow agent and disbursed therefrom in accordance with Article VI hereof agreement reasonably acceptable to Parent and Purchaser Representative (including provisions that provide for customary tax distributions to the Escrow Agreement. The Escrow Property owner of the escrow) and shall serve as not release any portion thereof to Parent, and Parent shall not be entitled to any such amount, unless and until Parent delivers to Purchaser Representative, at the sole source option of payment Parent, (i) an opinion (a “Fee Amount Tax Opinion”) of Parent’s tax counsel or independent accountants to the effect that such amount, if and to the extent paid, would constitute Qualifying Income, (ii) a letter (a “Fee Amount Accountant’s Letter”) from Parent’s independent accountants indicating the maximum amount that can be paid at that time to Parent without causing Parent or its Affiliates to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the obligations IRS to Parent or its Affiliates indicating that the receipt of any Fee Amount hereunder will not cause Parent or such Affiliate to fail to satisfy the REIT Requirements (collectively with a Fee Amount Tax Opinion and a Fee Amount Accountant’s Letter, a “Release Document”); (2) pending the delivery of a Release Document, Parent shall have the right, but not the obligation, to borrow the Fee Amount or any portion thereof from the Fee Escrow Account pursuant to a loan agreement reasonably acceptable to Parent that provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of Parent or any guarantor of Parent at the time of such loan, and (B) a five (5) year maturity with no periodic amortization and no prepayment penalty; and (3) Parent shall bear all costs and expenses with respect to the escrow as contemplated by clauses (1) and (2) in this Section 10.5. Any portion of the Seller pursuant to Article VI Fee Amount (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from and any accrued interest) that remains in escrow as of the fifth (5th) anniversary of the date the Fee Amount was initially placed into the Fee Escrow Account shall be treated released by the Parties as an adjustment escrow agent to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); providedPurchasers, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim Parent shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerno rights thereto.

Escrow. (a) At or prior to By virtue of this Agreement and as partial security for the indemnity obligations provided for in Section 8.3, at the Closing, Purchaser will deposit with the Purchaser Representative, Escrow Agent cash comprising the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Escrow Amount (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Fund shall serve as be available to compensate Purchaser (on behalf of itself or any other Indemnified Party) for Losses pursuant to the sole source of payment for the indemnification obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Indemnifying Parties. Unless otherwise required by Law, all distributions made from The Escrow Agent shall retain the Escrow Account shall be treated by Fund until 11:59 p.m. New York time on the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. date that is thirty (b30) The Escrow Property shall not be subject to any indemnification claim with respect the extent made days after the date that is two (2) years 12 months after the Closing Date (the “Escrow Expiration Release Date”); provided) unless cancelled or forfeited as set forth in this Article VIII. No portion (nor all) of the Escrow Fund, howevernor any beneficial interest therein, with respect may be pledged, subjected to any indemnification claims made Lien, sold, assigned or transferred, by the Indemnifying Party, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of the Indemnifying Party, in each case prior to the disbursement of the Escrow Fund to Caladrius in accordance with Article VI hereof Section 8.1(b) below. (including with respect b) Within five (5) Business Days following the Escrow Release Date, the Escrow Agent will disburse to Caladrius the required timing of Claim NoticesEscrow Amount less (i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably Amount previously paid to Purchaser or any other Indemnified Party in satisfaction of claims for indemnification in accordance with this Article VIII and/or Section 2.5(d) and (ii) that portion of the Escrow Amount that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy such Pending Claims (as determined based on the amount of the all unsatisfied or disputed claims for indemnification claim included specified in the any Claim Notice provided by delivered to the Purchaser Representative under Indemnifying Party prior to the Escrow Release Date in accordance with this Article VI and the Purchaser Share Price as VIII. Any portion of the Escrow Expiration Date) shall remain in Amount held following the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Release Date with respect to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account pending but unresolved claims for indemnification that is not subject awarded to Pending Claims, if any, and not subject to resolved but unpaid Purchaser or any other Indemnified Party upon the resolution of such claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent disbursed to the Seller. Promptly after the final Caladrius within fifteen (15) Business Days following resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch claims.

Escrow. (a) At or prior to Escrow Agent will hold the Closing, the Purchaser Representative, the Seller Representative and a third-party ▇▇▇▇▇▇▇ Money Deposit in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into in an Escrow Agreement, effective as interest bearing account of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the type generally used by Escrow Agent on for the Closing Date, a number holding of shares equal to five percent (5%) of each of escrow funds until the shares earlier of (i) Purchaser Common Stock, the Closing or (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part the termination of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom this Agreement in accordance with Article VI hereof and any right hereunder. All interest earned on the Escrow Agreement▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. The Escrow Property shall serve as In the sole source of payment for event Purchaser elects to proceed to Closing prior to the obligations expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser (except as otherwise provided in this Agreement) and shall be credited against the Purchase Price at the Closing, and in the event that the Closing does not occur as a result of Purchaser default, the ▇▇▇▇▇▇▇ Money Deposit shall be disbursed to Seller pursuant to Article VI (other than the terms of this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation Period or as otherwise provided for Fraud Claims). Unless otherwise required in accordance with the terms and provisions of this Agreement, the ▇▇▇▇▇▇▇ Money Deposit will be returned by Law, all distributions made from the Escrow Account Agent to Purchaser. In all other instances, Escrow Agent shall be treated not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Parties as an adjustment ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days from delivery of written notice to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit. The tax identification number for the owner of Seller, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. If Purchaser takes title to the Merger Consideration received by Property in the Seller name of an affiliate entity at Closing pursuant to Article I hereofSection 15.1, then such affiliate entity shall provide its tax identification number to Seller and Escrow Agent prior to Closing. (b) The Escrow Property Agent shall not be subject liable to any indemnification claim with respect party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the extent made after parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the date that is two (2) years after event Escrow Agent receives written notice of a dispute between the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including parties with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”)▇▇▇▇▇▇▇ Money Deposit, all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer not be bound to release and deliver the ▇▇▇▇▇▇▇ Money Deposit to either party but may either (i) continue to hold the ▇▇▇▇▇▇▇ Money Deposit until otherwise directed in a writing signed by all parties hereto or (ii) deposit the ▇▇▇▇▇▇▇ Money Deposit with the clerk of any remaining court of competent jurisdiction. Upon such deposit, Escrow Property remaining Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Account Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Seller▇▇▇▇▇▇▇ Money Deposit, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Ecotality Stock (the “Escrow AgentClosing Stock”), shall enter into ) having an Escrow Agreement, effective aggregate value (determined as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares ) equal to five fifty percent (550%) of each of the shares of Purchase Price, as adjusted pursuant to Section 3.4 (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with shall be deposited under the Escrow Agreement; provided that if the aggregate value of all of the Closing Stock as of the Closing Date is less than the Escrow Amount, then all of the Closing Stock will be deposited in escrow pursuant to the Escrow Agreement at the Closing; and provided further that if the aggregate value of all the Closing Stock at the True-up Date, based on the True-up Price, remains less than the Escrow Amount, then before any equity securities paid as dividends or distributions with respect of the Escrow Amount may be released to the Vendor under the Escrow Agreement, the Escrow Amount will be supplemented by a portion of the True-up Payment equal to such shares or into which such shares are exchanged or converted, the “shortfall. The Escrow Securities”) to be held, along with any other dividends, distributions or other income on Agent shall hold the Escrow Shares (together with Amount for the purpose of satisfying any indemnification obligation of the Vendor under this Agreement; and disbursement of any portion of the Escrow Shares, Amount to the “Escrow Property”), in a segregated escrow account (Vendor or the “Escrow Account”) and disbursed therefrom Purchaser shall be in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as If prior to the sole source of payment for the obligations True-up Date any of the Seller pursuant Closing Stock is to Article VI (be released from escrow to satisfy an indemnification obligation or other than for Fraud Claims). Unless otherwise payment required by Law, all distributions to be made from the Escrow Account shall be treated by the Parties as an adjustment Vendor to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Purchaser in accordance with Article VI hereof this Agreement, the value of such released Closing Stock shall be deemed to be the Closing Price of such Closing Stock on the date of its release from escrow. If all Closing Stock then in escrow are released and the indemnification or other payment obligation of the Purchaser to the Vendor has not been fully satisfied, the difference shall be paid in cash by the Vendor to the Purchaser. On the True-up Date, the Escrow Amount then remaining in the escrow may be released to the Vendor to the extent, if at all, that the aggregate value (including as of that date) of the Escrow Amount (with the shares in escrow being valued at the True-up Price, and with the escrow first being supplemented by a portion of the True-up Payment as provided above, if applicable) exceeds the aggregate full amount claimed under all then unresolved written Purchaser claims for indemnification which were made prior to the first anniversary of the Closing Date. The Escrow Agreement shall also apply with respect to the required timing transactions under the Edison Source SPA and distributions of Claim Notices) that remain unresolved at the time all or part of the Escrow Expiration Amount shall be dependent on the status of claims both under this Agreement and under the Edison Source SPA. Any balance remaining in escrow after the True-up Date (“Pending Claims”), all or a portion shall be released after the determination of the claims then subject to indemnification. The Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on Amount shall be the amount first, but shall not be sole and exclusive, remedy of the indemnification claim included in Purchaser with respect to the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as indemnity obligations of the Escrow 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerVendor.

Escrow. As the sole remedy for the indemnity obligations set forth in Article VII, at the Closing the Stockholders shall deposit in escrow, to be held for twelve (a12) At months following the date of Closing (the “Escrow Period”), Three Hundred Thousand (300,000) of the shares of Buyer Common Stock received by such Stockholders as a result of the Stock Purchase (the “Escrow Shares”), which shares shall be allocated among the Stockholders in their Pro Rata Portion. In addition, the Buyer will have an off-set right against the Promissory Notes (the “Right of Off-set”), allocated among the Stockholders in their Pro Rata Proportions which Right of Off-set will be in an aggregate amount of Five Hundred Thousand Dollars ($500,000). In the event that the Promissory Notes are repaid in whole or in part prior to the Closingtermination of the Escrow Period, Buyer shall have the right to deposit up to Five Hundred Thousand Dollars ($500,000) (the “Substitute Cash Escrow”), from the repayment of the Promissory Notes, to be held in escrow with the Escrow Agent (as defined below), or a mutually agreed upon substitute Escrow Agent, on terms substantially similar to those set forth in the Escrow Agreement (as defined below). The Escrow Shares along with the Substitute Escrow Cash (if applicable) is collectively referred to as the “Escrow Fund”. The Escrow Fund shall be administered in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing between Buyer, the Purchaser Company Stockholder Representative (the “Representative, the Seller Representative ”) (who shall be ▇▇▇▇▇▇ until a successor is appointed pursuant to Section 1.14(b)) and a third-party escrow agent mutually acceptable agreed upon institution to the Purchaser and the Seller, serve as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of in a form to be mutually agreed upon by the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller parties (the “Escrow Agreement”). Subject to Article VII, pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of first business day following the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time conclusion of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithPeriod, the Escrow Agent shall transfer deliver the Escrow Funds, less any remaining Escrow Property remaining such shares and/or cash applied in satisfaction of a claim for indemnification and any shares and/or cash then in dispute pursuant to a timely filed Notice of Claim related to the indemnification obligations set forth in Article VII, to each Stockholder in the same proportions as initially deposited in escrow. Any Escrow Account Shares and Substitute Escrowed Cash (if applicable), to the Sellerextent not applied in satisfaction of a claim for indemnification or then in dispute pursuant to a timely filed Notice of Claim related to the indemnification obligations set forth in Article VII, will be distributed to the Stockholders promptly upon resolution of the dispute or claim.

Escrow. (a) At or prior to Escrow Agent will hold the Closing, the Purchaser Representative, the Seller Representative and a third-party ▇▇▇▇▇▇▇ Money Deposit in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into in an Escrow Agreement, effective as interest bearing account of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the type generally used by Escrow Agent on for the Closing Date, a number holding of shares equal to five percent (5%) of each of escrow funds until the shares earlier of (i) Purchaser Common Stockthe Closing, or (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part the termination of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom this Agreement in accordance with Article VI hereof and any right hereunder. In the Escrow Agreement. The Escrow Property shall serve as event Purchaser has not terminated this Agreement by the sole source of payment for the obligations end of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by LawEvaluation Period, all distributions made from the Escrow Account ▇▇▇▇▇▇▇ Money Deposit shall be treated by non-refundable to Purchaser, except as otherwise set forth herein,, and shall be credited against the Parties as an adjustment Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect party entitled to the required timing of Claim Notices) that remain unresolved at ▇▇▇▇▇▇▇ Money Deposit. In the time event this Agreement is terminated prior to the expiration of the Escrow Expiration Date (“Pending Claims”)Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 interest accrued thereon will be transferred returned by the Escrow Agent to the SellerPurchaser. Promptly after In the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithevent the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, including the interest. In all other instances, Escrow Agent shall transfer not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute the release of the ▇▇▇▇▇▇▇ Money Deposit. If no dispute is so delivered, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit as directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any remaining party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Property remaining Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Account Agent receives written notice of a dispute between the parties with respect to the Seller▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At or prior to the ClosingClosing the Company and the Stockholders, the Purchaser Representative, the Seller Representative and a third-party an escrow agent mutually (which shall be a commercial bank selected by the Purchaser and reasonably acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”)Stockholders, shall enter into an escrow agreement (the "Escrow Agreement"), effective as the terms of which shall be mutually satisfactory to all of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”)parties, pursuant to which a portion of the Purchase Price having an aggregate Market Value equal to US $2,770,000 (the "Escrow Amount"), will be delivered by the Stockholders to the escrow agent (the "Escrow"). The Escrow Agreement shall permit the Company or the Stockholders to receive all dividends and other distributions, if any, paid in respect of any Purchaser shall issue Shares delivered to the Escrow Agent on (the Closing Date, a number of shares equal "Escrow Shares") and to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (vote all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Shares. The Escrow Shares will stand as security for any and all claims made under this Section 10 by the Purchaser. (together with b) Payment to the Escrow Shares, the “Escrow Property”), in a segregated Purchaser of any amounts pursuant to this Section 10 shall be delivered to and released by such escrow account (the “Escrow Account”) agent as and disbursed therefrom in accordance with Article VI hereof and when provided pursuant to the Escrow Agreement. The Escrow Property Agreement shall serve as provide that the sole source number of payment for Escrow Shares released in respect of any Escrow claims shall be determined by using the obligations Closing Date Market Value. The Escrow Agreement shall also provide that promptly upon the expiration of the Seller pursuant to Article VI period ending twelve (other than for Fraud Claims). Unless otherwise required by Law12) months from the Closing Date, all distributions made the escrow agent shall release from the Escrow Account shall be treated by and deliver to Stockholders the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time balance of the Escrow Expiration Date (“Pending Claims”)Amount, all or unless a portion claim against the Escrow is pending at such time, in which event the remaining Escrow Amount not covered by such claim shall be released to the Stockholders and the release of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not Amount subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, such claim shall be transferred by the Escrow Agent to the Seller. Promptly occur promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch pending claim.

Escrow. Escrow Agent shall hold the Downpayment in escrow and shall dispose of the Downpayment only in accordance with the following provisions: (a) At Escrow Agent shall deliver the Downpayment to Seller or prior Purchaser, as the case may be, as follows: (i) to Seller, upon completion of the Closing; or (ii) to Seller, after receipt of Seller's demand in which Seller certifies either that (A) Purchaser has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or canceled, and Seller is thereby entitled to receive the Downpayment; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Purchaser in accordance with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection (as defined in Section 19(b)(i)) from Purchaser within such ten (10) day period; or (iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the Downpayment; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Downpayment, Escrow Agent shall be relieved of all liability hereunder and with respect to the ClosingDownpayment unless delivered in contradiction to the provisions hereof. Escrow Agent shall deliver the Downpayment, 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. (i) Upon receipt of a written demand from Seller or Purchaser under Section 19(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the Purchaser Representative, other party may object to delivery of the Seller Representative and a third-party escrow agent mutually acceptable Downpayment to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (A) to continue to hold the Downpayment until Escrow Agent receives a written agreement of Purchaser and Seller directing the Sellerdisbursement of the Downpayment, as escrow agent in which event Escrow Agent shall disburse the Downpayment in accordance with such agreement; and/or (B) deposit the “Escrow Agent”Downpayment into any court of competent jurisdiction and bring any action of interpleader or any other proceeding; and/or (C) in the event of any litigation between Seller and Purchaser, to deposit the Downpayment with the clerk of the court in which such litigation is pending. Notwithstanding any other provision contained within this Agreement, if Purchaser has terminated this Agreement in accordance with the provisions of Sections 7(a)(ii), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”9(c), pursuant 15(a), 15(b), 16(a) and/or 24(m), Seller shall be entitled to which the Purchaser shall issue deliver a Notice of Objection to the Escrow Agent on pursuant to its right to do so in accordance with the other provisions of this Section 19. Seller hereby agrees that it shall include within any such Notice of Objection the amount which it claims to be entitled to pursuant to the appropriate provisions of this Agreement, with any such claim for damages being limited to actual damages expected to be suffered or incurred by Seller as a result of Purchaser's breach of its indemnification obligations as set forth in Sections 14 and 17 above (together with reasonable attorney's fees and cost of suit), and with Escrow Agent being instructed to return the balance of the Downpayment to Purchaser. (ii) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 19(a)(ii) or (iii), or Notice of Objection under Section 19(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Downpayment pursuant to Section 19(b)(i)(A),(B) or (C). In the event the Downpayment is deposited in a court by Escrow Agent pursuant to Section 19(b)(i)(B) or (C), Escrow Agent shall be entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Downpayment, Purchaser and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent (which said parties shall share equally, but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party. (c) Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent shall place the Downpayment in an Approved Investment. Escrow Agent may not commingle the Downpayment with any other funds held by Escrow Agent. Escrow Agent may convert the Downpayment from the Approved Investment into cash or a non-interest-bearing demand account at an Approved Institution as follows: (i) at any time within seven (7) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended, at any time within seven (7) days prior to the accelerated or extended Closing Date (PROVIDED, HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the Downpayment in cash or a number non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of shares equal to five percent any such adjournment). (5%d) of each of As used herein, the shares of term "Approved Investment" means (i) any interest-bearing demand account or money market fund with ▇▇▇▇▇ Fargo Bank, N.A. or any other institution otherwise approved by both Seller and Purchaser Common Stock(collectively, an "Approved Institution"), or (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) investment approved by both Seller and disbursed therefrom in accordance with Article VI hereof and the Escrow AgreementPurchaser. The Escrow Property rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall serve as be made in the sole source discretion of payment Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I purpose hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to Contemporaneously with the Closingexecution of this Agreement, the Purchaser Representative, Borrower shall executed an escrow agreement with the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, Lender as escrow agent holder (the “Escrow Agent”), shall enter into an "Escrow Agreement, effective as ") in the form of the Effective Time, in form Exhibit F to this Agreement and substance reasonably satisfactory to the Purchaser shall execute and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on the Closing Date, Holder a number of shares equal to five percent (5%) of each of the certificate for 20,027 shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims number of Conversion Shares (as determined based on upon a conversion price of $0.75 per share) underlying the principal amount of the indemnification claim included Note evidencing the initial Loan plus interest for the term and the number of Warrant Shares for which the Warrants shall be exercisable upon funding the initial Loan. Prior to each additional Loan, the Borrower shall execute and deliver to the Escrow Holder a certificate for 100% of the number of additional Conversion Shares (based upon a conversion price of $0.75 per share) underlying the principal amount of the Note evidencing that Loan plus interest for the term and 100% the number of additional Warrant Shares for which the Warrants shall be exercisable upon funding that Loan, until all of the Conversion Shares and Warrant Shares have been delivered to the Escrow Holder. All certificates for Conversion Shares and Warrant Shares delivered to the Escrow Holder shall be registered in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as name of the Escrow Expiration Date) shall remain in the Escrow Account until Infinity Financial Group, Inc. Until such time as such Pending Claim the registration statement covering the Conversion Shares and the Warrant shares is effective, the certificates shall bear a legend indicating that they have been finally resolved issued in a transaction that is exempt from the registration requirements of the Securities Act, and paid may not be transferred except pursuant to registration under the provisions of Article VISecurities Act or an exemption from such registration. After Except for such legend, the Escrow Expiration Date, any Escrow Property remaining in Common Stock underlying the Escrow Account that is not subject to Pending Claims, if any, Lender's Warrant and not subject to resolved but unpaid claims in favor of an Indemnified Party, the Lender's Warrant shall be transferred by free and clear of any legends, liens, claims, stop orders or other restrictions. Not later than the Escrow Agent to third Business Day following the Seller. Promptly after effective date of the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithRegistration Statement, the Escrow Agent Borrower shall transfer cause the Common Stock underlying the Lender's Warrant to be registered in Lender's name free and clear of any remaining Escrow Property remaining in the Escrow Account to the Sellerlegends, liens, claims, stop orders or other restrictions.

Escrow. (a) At Purchaser shall select a national banking association or prior to the Closingtrust company, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually reasonably acceptable to the Purchaser and the Seller, to serve as escrow agent under this Agreement (the “Escrow Agent”), shall enter into an Escrow . Within 10 days after the date of this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and Seller shall negotiate, execute and deliver a written agreement with the Seller Escrow Agent (the “Escrow Agreement”), ) pursuant to which the Purchaser Escrow Agent shall issue accept, hold and disburse the Purchase Price and the Shares in accordance with the terms and conditions of this Agreement and such additional, reasonable and customary terms and conditions of escrow, not inconsistent with this Agreement, as shall be mutually acceptable to Purchaser, Seller and the Escrow Agent and set forth in the Escrow Agreement. Promptly upon the execution and delivery of the Escrow Agreement by Purchaser, Seller and the Escrow Agent on the Closing Datedate thereof, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common StockSeller shall deliver to the Escrow Agent, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of deposited with and held by the Merger Consideration (Escrow Agent in accordance therewith and herewith, the certificate or certificates representing all of the foregoing, Shares (collectively, the “Escrow AmountCertificates”) ), each duly endorsed by Seller in blank, or accompanied by one or more stock powers in a form acceptable to Purchaser and executed by Seller in blank (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedcollectively, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertyAssignment Instruments”), with all signatures guaranteed and otherwise in a segregated escrow account proper form for transfer of the Shares to Purchaser or upon Purchaser’s order, and (the “Escrow Account”ii) and disbursed therefrom in accordance with Article VI hereof and Purchaser shall deliver to the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant Agent, to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim deposited with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 held by the Escrow Agent in accordance therewith and herewith, an amount equal to the SellerPurchase Price. Promptly after Unless and until title to the final resolution Shares is transferred to Purchaser at the Closing, Seller shall retain ownership of the Shares and all Pending Claims incidents thereof, including the right to vote the Shares and payment of the right to receive any and all indemnification obligations in connection therewithdividends or distributions that may be paid upon the Shares prior to the Closing. If the Closing occurs, any interest or other earnings on the Purchase Price which accrue thereon prior to the Closing while the same is held by the Escrow Agent shall transfer be paid to Seller, and if the Closing does not occur, any remaining Escrow Property remaining in interest or other earnings which accrue thereon prior to the Closing while the same is held by the Escrow Account Agent shall be paid to Purchaser. The fees and expenses of the Escrow Agent for its services pursuant to the Escrow Agreement shall be borne and paid equally by Purchaser and Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, 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 Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares of Purchaser Common Stock equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Company Stockholders pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to (x) any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 SellerCompany Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerCompany Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) The Escrow Fund may be used, from time to time, to satisfy Claims of the Purchaser Indemnified Parties for indemnification pursuant to Articles VII and/or X made from and after Closing but on or before the applicable Expiration Date; provided that the Escrow Fund, which shall include the Closing Escrow Amount plus, if applicable, the Springing Escrow Amount, shall in no event constitute a cap or limit on indemnification payments due to Purchaser Indemnified Parties; provided further, that the closing of the Escrow Account or depletion of the Escrow Fund shall in no event operate to extinguish, restrict or otherwise alter the Purchaser Indemnified Parties’ rights to indemnification under Articles VII and/or X. (b) From the Closing Date through the Springing Escrow End Date (or any date on which a Triggering Event shall have been occurred), AMC shall deliver to the US Purchaser, within five days after any reasonable demand therefor, a certificate executed by an executive officer of AMC certifying, that, as of the date of such certificate, there has not occurred any Triggering Event. (c) At least seven Business Days prior to the date on which a Triggering Event (i) is approved by the board of directors of AMC or (ii) occurs, in either case if such event occurs on or prior to the ClosingSpringing Escrow End Date, AMC shall deposit the Purchaser RepresentativeSpringing Escrow Amount in U.S. dollars, by wire transfer of immediately available funds into the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, 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 Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent account created on the Closing Date, a number of shares equal Date pursuant to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Purchaser Indemnified Parties shall serve as the sole source of be entitled to payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by as so augmented in accordance with the Parties as an adjustment to terms of the Merger Consideration received by the Seller pursuant to Article I hereofEscrow Agreement. (bd) The As used herein, the following terms have the following meanings: “Triggering Event” means (i) any dissolution, liquidation or winding up of AMC or (ii) the making, declaration or setting aside for payment of any distribution (including in connection with a redemption of capital stock) or dividend, if after giving effect to such distribution or dividend, AMC would fail to hold at least $21,000,000 in unencumbered and unrestricted cash and cash equivalents (net of reserves set aside on the then-most recent balance sheet); “Springing Escrow Property shall not be subject to any indemnification claim with respect Amount” means $3,500,000; and “Springing Escrow End Date” means the extent made after the date that is two (2) years after second anniversary of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to that, if at any indemnification claims made in accordance with Article VI hereof (including with respect time on or prior to the required timing second anniversary of Claim Noticesthe Closing Date, the aggregate amount of Outstanding Claims (as defined in the Escrow Agreement) that remain unresolved exceeds the amount then-available in the Escrow Fund to satisfy all such Outstanding Claims (the “Escrow Shortfall Amount”), then (x) the Springing Escrow End Date shall be extended until such time as the amount available in the Escrow Fund is sufficient to satisfy all Outstanding Claims in existence on or before the second anniversary of the Closing Date and (y) if a Triggering Event occurs at any time during such extension, the Springing Escrow Amount shall be the lesser of (A) $3,500,000 and (B) the Escrow Shortfall Amount at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerTriggering Event.

Escrow. (a) At 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 prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually such other bank or trust company as is reasonably acceptable to the Purchaser and the Seller, as escrow agent Stockholder Representative (the “Escrow Agent”), shall enter into to be held and distributed by the Escrow Agent in accordance with the terms and conditions of an Escrow AgreementAgreement among the Parent, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Stockholder Representative and the Seller Escrow Agent substantially in the form of Exhibit C hereto, with such changes and additions as the Escrow Agent may reasonably require (the “Escrow Agreement”). Two Million Dollars ($2,000,000) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(viii) below (the “Calcaneal Stem Claims Escrow Amount”). Three Hundred Twenty-Five Thousand Dollars ($325,000.00) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section 10.02(vii) below (the Purchaser “Tax Escrow Amount”). Fifty Thousand Dollars ($50,000.00) of the Escrow Amount shall issue be available solely to the Stockholder Representative to reimburse his expenses in accordance with Section 3.05 above and not for claims for Damages pursuant to Article X or any other purpose (the “Stockholder Representative Escrow Amount”). Each Company Equityholder shall have an interest in the Escrow Amount in an amount equal to the product of his, her or its (X) applicable Allocable Percentage as set forth in Schedule 3.01(d) and (Y) the Escrow Amount. Subject to Section 3.05, no Company Equityholder shall receive cash held in escrow unless and until 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 Agent on Amount. The Escrow Account shall be in the Closing Date, a number name of shares equal to five percent (5%) of each Parent for the benefit of the shares of Company Equityholders, and shall be used to satisfy (i) Purchaser Common Stockany obligations due any Indemnified Parties under Article X, (ii) Series A Preferred Stockthe Stockholder Representative’s obligation to make any payments that may be due to Parent pursuant to Section 3.04, (iii) any expenses of the Stockholder Representative (not to the exceed the Escrow Reimbursement Cap) pursuant to Section 3.05 and (iv) any other liabilities or obligations of the Stockholder Representative or the Company Equityholders to the Parent pursuant to this Agreement or any document, instrument, agreement or certificate delivered pursuant to this Agreement. Any fees incurred in the establishment, maintenance or termination of the Escrow Account shall be paid from the Escrow Account. (c) Upon the first business day following: (i) the first anniversary of the Closing Date (such date, the “First Escrow Release Date”), Parent shall cause the Escrow Agent to disburse from the Escrow Account One Million One Hundred Thousand Dollars ($1,100,000.000), less the aggregate amount of all 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) Series B Preferred Stock to be transferred as part the fifth anniversary of the Merger Consideration Closing Date (all of the foregoing, collectivelysuch date, the “Final Escrow AmountRelease Date”) (together with ), Parent shall cause the Escrow Agent to disburse the amounts remaining in the Escrow Account, 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 Securities”) to be held, along with any other dividends, distributions or other income interest earned on the Escrow Shares 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 (together with the Escrow Shares, and any subsequent resolution of any disputes as provided in Article X) (the “Remaining Escrow PropertyFunds”), 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 segregated escrow account Certificate or Equity Instrument (the “Escrow Account”) and disbursed therefrom or an affidavit in accordance with Article VI hereof Section 3.03(f)) previously exchanged and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller cancelled pursuant to Article VI Section 3.03(b), an amount equal to such Company Equityholder’s Allocable Percentage of such First Escrow Release Funds, Second Escrow Release Funds and Remaining Escrow Funds as set forth in Schedule 3.01(d). (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from e) The parties hereto hereby acknowledge and agree that the Escrow Account shall be treated by the Parties as an adjustment installment obligation for purposes of the 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 Merger Consideration received by distribution of the Seller pursuant Escrow Account (or portion thereof) is determined and thereafter to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect Parent and the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Company Equityholders in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain their respective interests 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAccount.

Escrow. (a) At or No later than ten days prior to the ClosingClosing Date, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerSeller 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 Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Agent (the “Escrow Agreement”), ) pursuant to which the Purchaser Escrow Agent shall issue agree to hold and disburse the Escrow Agent on Amount, for the benefit of Seller and Purchaser, in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) On the Closing Date, a number of shares equal to five percent Purchaser shall deposit with the Escrow Agent Two Million Three Hundred Thousand Dollars (5%$2,300,000) of each of the shares of in cash (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom for disbursement in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source Amount will consist of payment (i) Five Hundred Thousand Dollars ($500,000), which will be held in escrow exclusively for the obligations payments due to either Purchaser or Seller upon determination of the Final Book Value (the “Book Value Escrow Amount”), (ii) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for payments due to either Purchaser or Seller pursuant to Article VI upon determination of the Final Pipeline Premium (other than the “Pipeline Premium Escrow Amount”), (iii) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for Fraud Claims). Unless otherwise required reimbursement of Excess Severance Payments made by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment Purchaser on or prior to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after first anniversary of the Closing Date (the “Excess Severance Escrow Expiration DateAmount”), and (iv) Six Hundred Thousand Dollars ($600,000), which will be held in escrow exclusively for indemnification payments pursuant to Article X hereof (the “Indemnification Escrow Amount”). Purchaser and Seller agree that the Escrow Amount is part of the consideration paid to Seller and the obligation to release the Escrow Amount to Seller is absolute and unconditional, subject only to the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that four events will trigger distribution of the Escrow Amount: (i) the determination of the Final Book Value, which shall only trigger distribution of the Book Value Escrow Amount, (ii) the determination of the Final Pipeline Premium, which shall only trigger distribution of the Pipeline Premium Escrow Amount, (iii) the obligation of the Purchaser to make any Excess Severance Payment, and (iv) a finally determined claim by Purchaser for indemnification payments under Article X of this Agreement, which shall only trigger distribution of the Indemnification Escrow Amount. In addition, distribution of the Escrow Amount may occur (i) on the date that is six months after the Closing Date if the Excess Severance Escrow Amount exceeds Three Hundred Thousand Dollars ($300,000), then such excess amount shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices, and (ii) any portion of the Excess Severance Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices. Any portion of the Indemnification Escrow Amount remaining in escrow on the first Business Day following the first anniversary of the Closing shall be disbursed to Seller by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Escrow Agent in the manner specified in the Escrow Agreement for the delivery of notices; provided, howeverthat 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, with respect 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 claims 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 Article VI hereof Section 3.4 and in accordance with the terms and conditions of the Escrow Agreement. Upon disbursement of the Escrow Amount (including or such lesser amount of the Escrow Amount pursuant to the terms and conditions of this Agreement and the Escrow Agreement) to Seller or Purchaser in accordance with this Agreement, Purchaser shall have no other obligation to Seller with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAmount.

Escrow. (a) At or prior to the Closing8.1 Following Completion, the Purchaser Representative, Escrow Amount shall be held in the Seller Representative and a third-party escrow agent mutually acceptable to Escrow Account in accordance with the Purchaser terms of this clause 8 and the Seller, as escrow agent (Escrow Letter. 8.2 Any interest that accrues on the “credit balance on the Escrow Agent”), Account from time to time shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue be credited to the Escrow Agent on the Closing Date, a number Account and any payment of shares equal to five percent (5%) of each principal out of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part Escrow Account shall include a payment of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with interest earned on that principal sum. 8.3 The liability to taxation on any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with interest on any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), amount in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated borne by the Parties as an adjustment party ultimately entitled to that interest. 8.4 The Buyer and the Seller shall promptly provide such instructions to the Merger Consideration received Escrow Agent (where relevant in the form specified by the Seller pursuant Escrow Letter) and take all other actions in relation to Article I hereofthe Escrow Account as are necessary to give effect to the provisions of this clause 8. (b) The 8.5 No amount shall be released from the Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Account otherwise than in accordance with Article VI hereof (including with respect to this clause 8 and the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date (“Pending Claims”)Letter. 8.6 If a Notified Claim arises and is Resolved on or before the Release Date, all or a portion the Buyer and the Seller shall, as soon as reasonably practicable, instruct the Escrow Agent in accordance with the terms of the Escrow Property reasonably necessary Letter, to satisfy such Pending Claims release to the Buyer (or as determined based the Buyer shall otherwise direct) from the Escrow Account the Due Amount in respect of that Notified Claim (together with any accrued interest on the amount of so paid but less any applicable bank charges) or, if lower, the indemnification claim included in amount standing to the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as credit of the Escrow Expiration Account (but less any applicable bank charges). 8.7 On the Release Date, the Buyer and the Seller shall instruct the Escrow Agent in accordance with the terms of the Escrow Letter to release to the Seller (or as the Seller otherwise directs) from the Escrow Account an amount (if any) equal to the remaining balance of the Escrow Account standing to the credit of the Escrow Account, together with any accrued interest on the amount so paid but less any applicable bank charges (if any), less the following sums: (A) if there are any Outstanding Claims, an amount equal to the Buyer’s reasonable estimate of the Seller’s aggregate liability in respect of those Outstanding Claims provided that the Buyer shall remain have obtained an opinion of a Queen’s Counsel (which shall have been disclosed to the Seller) that the relevant Outstanding Claim is not a frivolous or vexatious Claim as to its merits nor quantum of the amount proposed to be withheld; and (B) any Due Amounts to the extent they have not been satisfied in accordance with clause 8.8 or otherwise on or before the Release Date. 8.8 If, following the Release Date, the Escrow Amount (or any part of it) continues to be held in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions pending resolution of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Outstanding Claims, if anythe following provisions shall apply: (A) upon an Outstanding Claim being Resolved, the Buyer and not subject to resolved but unpaid claims in favor of an Indemnified Partythe Seller shall, shall be transferred by as soon as reasonably practicable, instruct the Escrow Agent to release to the Seller. Promptly Buyer (or as the Buyer shall otherwise direct) from the Escrow Account any unpaid Due Amount in respect of that Outstanding Claim (together with any accrued interest on the amount so paid but less any applicable bank charges) or, if lower, the amount standing to the credit of the Escrow Account (less any applicable bank charges); and (B) after all Outstanding Claims have been Resolved and all Due Amounts have been paid to the final resolution of all Pending Claims and payment of all indemnification obligations Buyer in connection therewithfull, the Parties shall, as soon as practicable, instruct the Escrow Agent shall transfer any to release to the Seller (or as the Seller otherwise directs) the remaining Escrow Property remaining in balance (if any) standing to the credit of the Escrow Account (together with any accrued interest on the amount so paid but less any applicable bank charges). 8.9 A Notified Claim shall be deemed to be “Resolved” for the purposes of this clause 8 if it has been: (A) agreed in writing between the Buyer and the Seller as to both liability and quantum; (B) finally determined (as to both liability and quantum) by a court of competent jurisdiction from which there is no right of appeal, or from whose judgment the relevant party is debarred (by passage of time or otherwise) from making an appeal; or (C) unconditionally withdrawn by the Buyer in writing. 8.10 In the event that Completion occurs, except in the event of its fraud, the Seller’s liability for all Claims under or pursuant to this Agreement shall be limited to the SellerEscrow Amount and the Buyer’s sole recourse against the Seller shall be against the balance standing to the credit of the Escrow Account. If a Due Amount is not satisfied in full by a payment to the Buyer from the Escrow Account, nothing in this Agreement shall prevent or otherwise restrict the Buyer’s right to recover the balance under the WI Policy.

Escrow. (a) At With respect to any claim for indemnification arising from an inaccuracy or prior to the Closingbreach 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 Seller Representative 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 third-party escrow agent mutually acceptable 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 and Indemnified Parties are entitled to be indemnified by a particular Selling Party with respect to any Excluded Matter. (c) On the SellerClosing 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 (the “Escrow Agent”), pursuant to the Escrow Agreement substantially in the form attached hereto as Exhibit B. The Escrow Fund shall enter into an 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, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into date which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made is three Business Days after the date that is two (2) years after twelve month anniversary of the Closing Date (the “Escrow Expiration Termination Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property distribute to the Selling Parties Pro Rata an amount equal to the amount remaining in the Escrow Account Fund as of the Escrow Termination Date, if any. (e) Notwithstanding the foregoing, if on the Escrow Termination Date, any claim by a Purchaser Indemnified Party has been made that could result in a Loss that is subject to indemnification pursuant to Article IX hereof, and the Purchaser has notified the Escrow Agent and the Selling Parties of such in writing, and such claim remains unpaid, then there shall be withheld from the distribution to the SellerSelling 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 terms of the Escrow Agreement, and such withheld amount shall either be (i) paid to the Purchaser or (ii) paid to each Selling Party as provided in Section 9.06(c), as determined upon final resolution of such claim or claims in accordance with the terms of the Escrow Agreement and Article IX hereof (and the escrow shall be continued in effect until such final resolution of such claim or claims).

Escrow. (aAs security for Purchaser's faithful performance of this Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) At or prior evidencing Unvested Shares subject to the ClosingRepurchase Option or Shares purchased with a promissory note, to deliver such certificate(s), together with the Stock Powers executed by Purchaser Representativeand by Purchaser's spouse, if any (with the Seller Representative date and a third-party escrow agent mutually acceptable number of Shares left blank), to the Secretary of the Company or other designee of the Company ("Escrow Holder"), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Purchaser and the SellerCompany agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form notice or other document executed by any signature purported to be genuine and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent may rely on the Closing Date, a number advice of shares equal to five percent (5%) counsel and obey any order of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including court with respect to the required timing of Claim Notices) that remain unresolved at the time transactions contemplated by this Agreement. The Shares will be released from escrow upon termination of the Escrow Expiration Date (“Pending Claims”)Repurchase Option for Unvested Shares [NOTE FOR PREPARATION OF SPECIFIC EXERCISE AGREEMENT: ADD IF SHARES ARE PLEDGED:] [PROVIDED, all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall 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 Escrow Expiration DateHOWEVER, 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerTHAT THE SHARES WILL BE RETAINED IN ESCROW SO LONG AS THEY ARE SUBJECT TO THE PLEDGE AGREEMENT].

Escrow. Notwithstanding anything to the contrary contained herein, the parties agree that to the extent any of the New Permits have not been issued to Seller or cannot be transferred to Buyer on or before the Closing Date, with respect to the New Permit Assets related to such New Permit: (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), parties shall enter into an Escrow Agreement, effective escrow agreement at Closing containing the terms and conditions set forth in this Section 2.10 and such other terms and conditions as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to may be transferred as part of the Merger Consideration (all of the foregoing, collectively, 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 Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof.mutually agreeable; (b) The there shall be deducted from the Purchase Price and deposited by Buyer with the Escrow Property 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 not operate the New Permit Assets on behalf of Buyer, as Buyer's agent. Seller shall pay all expenses of such operations from revenues derived from such sites (provided, that if such expenses exceed revenues, Buyer shall reimburse Seller for the excess upon termination of the escrow) and Seller shall deliver to Buyer on or before the 15th of each month a statement, certified by Seller, setting forth Seller's determination of the Cash Flow for each site for the New Permit for the preceding month; (d) upon issuance of the New Permit, the Escrow Amount for such New Permit, together with interest, shall be subject released from escrow to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); Seller provided, however, with respect 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 indemnification claims made in accordance with Article VI hereof (including with respect or all New Permits which have not been issued or obtained by December 15, 1997, upon written request by Buyer given on or prior to December 30, 1997, at a purchase price equal to the required timing 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 Claim NoticesSeller, 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 (g) that remain unresolved at Notwithstanding anything to the time contrary contained in this Section 2.10, if any New Permit is not issued because the Site Lease for the site for any such New Permit is cancelled or terminated after the Closing through no act or omission of Seller's, the option contained in subsection (f) will not apply to the New Permit Assets related to such New Permit and the Escrow Amount plus interest earned thereon shall be released from escrow to Seller within five (5) days after cancellation or Termination of the Escrow Expiration Site Lease; provided that simultaneously therewith Seller shall deliver to Buyer an amount equal to the aggregate Cash Flow since the Closing Date (“Pending Claims”)for such New Permit Assets. In the event that on or before the Closing, a Permit is cancelled or terminated, it shall be deemed a New Permit hereunder, and, in each case, the Structures, Permits, Site Leases and Advertising Services Agreements associated therewith shall be deemed New Permit Assets for all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to purposes hereunder, including without limitation the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Section 2.10.

Escrow. (a) At Chicago Title Insurance Company is hereby designated as the escrow holder (in such capacity, “Escrow Holder”). This Agreement also constitutes escrow instructions duly signed by Purchaser and Seller. Although Escrow Holder may require further written instructions executed by Purchaser and Seller to clarify the duties and responsibilities of Escrow Holder, any such further instructions shall not modify or prior to amend the Closingprovisions of this Agreement. Furthermore, in the event of any discrepancy between this Agreement and such further instructions, the Purchaser Representativeprovisions of this Agreement shall prevail. (i) Upon receipt by Escrow Holder of the Deposit, Escrow Holder shall cause the same to be deposited into an interest bearing account at Bank of America or another New York Clearing House Bank selected by Escrow Holder and approved by Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentEscrow”), it being agreed that Escrow Holder shall enter into an not be liable for (x) any loss of such investment (unless due to Escrow Holder’s gross negligence, willful misconduct or breach of this Agreement) or (y) any failure to attain a favorable rate of return on such investment. Escrow Holder shall deliver the Deposit, and the interest accrued thereon, to Seller or to Purchaser, as the case may be, under the following conditions: (1) The Deposit, and the interest accrued thereon, shall be delivered to Seller at the Closing; or (2) The Deposit, and the interest accrued thereon, shall be delivered to Seller following receipt by Escrow Holder of written demand therefor from Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, effective as provided Purchaser shall not have given written notice of objection in accordance with the provisions set forth below; or (3) The Deposit, and the interest accrued thereon, shall be delivered to Purchaser following receipt by Escrow Holder of written demand therefor from Purchaser stating that Seller has defaulted in the performance of its obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Effective TimeDeposit, and specifying the Section of this Agreement which entitles Purchaser to the return of the Deposit, in form and substance reasonably satisfactory to each case provided Seller shall not have given written notice of objection in accordance with the Purchaser provisions set forth below; or (4) The Deposit, and the interest accrued thereon, shall be delivered to Purchaser or Seller as directed by written instructions of both Seller and Purchaser. (ii) Upon the “Escrow Agreement”)receipt of a written demand for the Deposit by Seller or Purchaser, pursuant to which the Purchaser subsection (2) or (3) above, Escrow Holder shall issue promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposit, by giving written notice of such objection to Escrow Agent on Holder at any time within ten (10) days after such party’s receipt of notice from Escrow Holder, but not thereafter. Such notice shall set forth the Closing Datebasis (in reasonable detail) for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Holder shall promptly give a number copy of shares equal such notice to five percent the party who filed the written demand. If Escrow Holder shall have timely received such notice of objection, Escrow Holder shall continue to hold the Deposit, and the interest accrued thereon, until (5%x) Escrow Holder receives joint written notice from Seller and Purchaser directing the disbursement of the Deposit, in which case Escrow Holder shall then disburse the Deposit, and the interest accrued thereon, in accordance with said direction, or (y) litigation is commenced between Seller and Purchaser, in which case Escrow Holder shall deposit the Deposit, and the interest accrued thereon, with the clerk of the court in which said litigation is pending, or (z) Escrow Holder takes such affirmative steps as Escrow Holder may elect, at Escrow Holder’s option, in order to terminate Escrow Holder’s duties hereunder, including but not limited to depositing the Deposit, and the interest accrued thereon, in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party in such interpleader action, as determined by a final non-appealable order of such court. Escrow Holder shall give notice to Seller and Purchaser prior to making any deposit pursuant to subclauses (y) or (z) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and this Section 3.1(b)(ii). (iii) Series B Preferred Stock Escrow Holder may rely and act upon any instrument or other writing reasonably believed by Escrow Holder to be transferred genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Seller or Purchaser, as part the case may be, and shall not be liable in connection with the performance of any duties imposed upon Escrow Holder by the Merger Consideration provisions of this Agreement, except for Escrow Holder’s own gross negligence, willful misconduct or default. Escrow Holder shall have no duties or responsibilities except those set forth herein. Escrow Holder shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Holder’s duties hereunder are affected, unless Escrow Holder shall have agreed thereto in writing. Escrow Holder shall be reimbursed by Seller and Purchaser for any expenses (including reasonable legal fees and disbursements of outside counsel), including all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions Holder’s fees and expenses with respect to any interpleader action incurred in connection with this Agreement, and such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account liability shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)joint and several; provided, however, that, as between Purchaser and Seller, the prevailing party in any dispute over the Deposit shall be entitled to reimbursement by the losing party of any such expenses paid to Escrow Holder. In the event that Escrow Holder shall be uncertain as to Escrow Holder’s duties or rights hereunder, or shall receive instructions from Purchaser or Seller that, in Escrow Holder’s opinion, are in conflict with any of the provisions hereof, Escrow Holder shall be entitled to hold the Deposit, and the interest accrued thereon, and may decline to take any other action. After delivery of the Deposit, and the interest accrued thereon, in accordance herewith, Escrow Holder shall have no further liability or obligation of any kind whatsoever. (iv) Escrow Holder shall have the right at any time to resign upon ten (10) business days prior notice to Seller and Purchaser. Seller and Purchaser shall jointly select a successor Escrow Holder and shall notify Escrow Holder of the name and address of such successor Escrow Holder within ten (10) business days after receipt of notice of Escrow Holder of its intent to resign. If Escrow Holder has not received notice of the name and address of such successor Escrow Holder within such period, Escrow Holder shall have the right to select on behalf of Seller and Purchaser a bank or trust company licensed to do business in the State of New York and having a branch located in New York County to act as successor Escrow Holder hereunder. At any time after the ten (10) business day period, Escrow Holder shall have the right to deliver the Deposit, and the interest accrued thereon, to any successor Escrow Holder selected hereunder, provided such successor Escrow Holder shall execute and deliver to Seller and Purchaser an assumption agreement whereby it assumes all of Escrow Holder’s obligations hereunder, and Purchaser and Seller agree to execute and deliver any documentation which may reasonably be required by the successor Escrow Holder to confirm same. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Holder shall become Escrow Holder for all purposes hereunder and shall have all of the rights and obligations of Escrow Holder hereunder, and the resigning Escrow Holder shall have no further responsibilities or obligations hereunder. (v) Seller and Purchaser hereby agree to jointly and severally indemnify, defend and hold harmless Escrow Holder from and against fifty percent (50%) of any and all losses, costs, damages, expenses and reasonable attorneys’ fees actually incurred by Escrow Holder arising out of it acting as Escrow Holder hereunder, other than to the extent arising from Escrow Holder’s gross negligence or willful misconduct or breach of this Agreement. (vi) The interest earned on the Deposit shall be paid to the party entitled to receive the Deposit as provided in this Agreement. Purchaser shall not be entitled to any credit against the Purchase Price with respect to any indemnification claims made in accordance with Article VI hereof (including with respect such interest paid to Seller at Closing. The party receiving such interest shall pay any income taxes thereon. Purchaser’s taxpayer identification number is ▇▇-▇▇▇▇▇▇▇. Settlers Ridge GP I’s and Settlers Ridge LP I’s taxpayer identification numbers are ▇▇-▇▇▇▇▇▇▇ and ▇▇-▇▇▇▇▇▇▇, respectively. Settlers Ridge GP II’s and Settlers Ridge LP II’s taxpayer identification numbers are ▇▇-▇▇▇▇▇▇▇, and ▇▇-▇▇▇▇▇▇▇, respectively. Milford’s taxpayer identification number is ▇▇-▇▇▇▇▇▇▇. The provisions of this Section 3.1(b) shall survive the required timing Closing or termination of Claim Notices) that remain unresolved at this Agreement. 3.2 For purposes of this Agreement, the time “Close of Escrow” or “Closing” shall be the purchase and sale of the Property Interests contemplated herein at a closing to take place through the escrow services of Escrow Expiration Date Holder. The Close of Escrow shall occur on or before October 1, 2015 (the “Pending ClaimsClosing Date”), all or a portion time being of the Escrow Property reasonably necessary essence of Purchaser’s obligation to satisfy such Pending Claims (as determined based on close the amount purchase of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow 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 Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleron said date.