Common use of Escrow Clause in Contracts

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes As long as there are Indemnity Escrow Amounts validly held in the Indemnity Escrow Account, any and directs the Secretary all Losses payable by any Seller Indemnifying Party pursuant to this ‎Article 10 may be paid out of the CompanyIndemnity Escrow Account. Upon the determination that any such payment is due to a Buyer Indemnified Party and the delivery of written notice from the Buyer of its election to recover such amount from the Indemnity Escrow Account, or such other person designated by the Company, to transfer Buyer and the Restricted Shares which are subject Seller shall execute and deliver a joint written instruction to the Restrictions Escrow Agent directing the Escrow Agent to release such amount from the Restricted Shareholder Indemnity Escrow Account to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Buyer. (b) To insure Promptly following the availability for delivery date that is twelve (12) months after the Closing Date (the “Release Date”), the Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release any remaining portion of the Restricted Shares upon forfeiture pursuant Indemnity Escrow Amount to Section 2.1the Seller, less any amounts that are subject to pending claims made by any Buyer Indemnified Party under this ‎Article 10 prior to 11:59 p.m. on the Release Date. If any claim made by any Buyer Indemnified Party under this ‎Article 10 is still pending as of the Release Date, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrowEscrow Agent, pursuant to the Joint Escrow Instructions terms of the Company Escrow Agreement, will retain a portion of the Escrow Amount in an amount equal to the Losses identified in any unresolved notice delivered pursuant to the Escrow Agreement until such claim has been satisfied or otherwise resolved, at which point Buyer and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, Seller shall execute and deliver a joint written instruction to the Company Escrow Agent directing the Consent of Spouse attached hereto as Exhibit C.??] Upon Escrow Agent to release to the lapse Seller any remaining balance of the Restrictions on Escrow Amount not used to satisfy the Restricted Shares, indemnification rights of the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to Buyer Indemnified Party under this Agreement‎Article 10. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes Concurrently with the execution and directs the Secretary delivery of the Companythis Agreement, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to Parent and the Company or the Employer, as applicablehave entered into an escrow agreement, in the event form attached hereto as Exhibit F (the “Escrow Agreement”), with Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to which, among other things, Parent shall (i) concurrently with the execution and delivery of forfeiture this Agreement, deposit an amount in cash equal to $10,000,000 into a segregated escrow account established by the Escrow Agent (the “Escrow Account”) and (ii) subsequent to the execution and delivery of this Agreement, deposit amounts in cash into the Escrow Account such that, on or before 5:00 p.m. Central Time on January 23, 2024, the aggregate funds contained in the Escrow Account as of such shares pursuant time is equal to $20,000,000 (the “Full Escrow Funding”), in each case, for the purpose of funding Parent’s obligations under this Agreement, including Section 2.18.3(b)(iv). (b) To insure Distributions of funds contained in the availability for delivery Escrow Account (the “Escrow Funds”) shall occur as follows: (i) if the Effective Time occurs and the transactions contemplated hereby are consummated in accordance with the terms hereof, Parent and the Company shall deliver join written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Restricted Shares upon forfeiture pursuant Escrow Funds, by wire transfer of immediately available funds to Section 2.1the account(s) designated in such instructions, to the Paying Agent for the inclusion of such Escrow Funds in the Payment Fund (and, for the avoidance of doubt, the Restricted Shareholder hereby appoints Escrow Funds will be deemed to be a part of the Secretary, or any other person designated Payment Fund upon receipt by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, Paying Agent); (ii) if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit is terminated in accordance with the Secretary of terms hereof the CompanyCompany is entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of then the Company and Parent shall deliver joint written instructions to the Restricted Shareholder attached hereto as Exhibit B, until Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Restrictions expire or shall have been removed. [??As a further condition Escrow Funds, by wire transfer of immediately available funds to the Company's and the Employer's obligations under this Agreementaccount(s) designated in such instructions, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company in satisfaction of Parent’s obligations under Section 8.3(b)(iv); and (iii) if this Agreement is terminated in accordance with the Consent of Spouse attached hereto as Exhibit C.??] Upon terms hereof and the lapse Company is not entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), then the Company and Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Restrictions on the Restricted SharesEscrow Funds, the escrow agent shall promptly deliver by wire transfer of immediately available funds to the Restricted Shareholder the certificate account(s) designated in such instructions, to Parent (or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementits designee). (c) The Company, or its designee, Escrow Funds shall not be liable for any act it may do or omit to do held by the Escrow Agent in accordance with respect to holding the Restricted Shares Escrow Agreement. Distributions of the Escrow Funds shall be made as provided in escrow this Section 8.4 and while acting in good faith and in the exercise of its judgmentEscrow Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes Escrow Deposit and directs Additional Escrow Deposit shall be commingled and deposited by the Secretary Escrow Agent in an interest-bearing, attorney trust account in a bank reasonably selected by Escrow Agent to be maintained and disbursed in accordance with the provisions hereof. If, prior to expiration of the CompanyInspection Period, or as such other person designated by term is defined in paragraph 7(a) of this Agreement, the CompanyEscrow Agent receives the Inspection Termination together with the Inspection Report(s), as such terms are defined in paragraph 7(a) of this Agreement, then within five (5) days of receipt thereof, the Escrow Agent shall refund the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the interest accrued thereon, to transfer the Restricted Shares which are Buyer. If, upon expiration of the Inspection Period, as such term is defined in paragraph 7(a) of this Agreement, the Escrow Agent has not received the Inspection Termination and/or Inspection Report(s) then and in that event, the Escrow Agent shall continue to hold the Escrow Deposit and Additional Escrow Deposit in escrow for the benefit of the Seller, subject to the Restrictions from right of the Restricted Shareholder Buyer to have the Escrow Deposit and Additional Escrow Deposit returned to the Company Buyer, only if, prior to expiration of the Environment Due Diligence Period, as defined in paragraph 7(b) of this Agreement, or Extended Environmental Due Diligence Period, if applicable, as defined in paragraph 7(b)(i) of this Agreement, the Escrow Agent has received the Environmental Termination, together with the Environmental Certification and Environmental Study (all as defined in paragrpah 7(b) of this Agreement). If, prior to expiration of the Environmental Due Diligence Period, or prior to expiration of the Extended Environmental Due Diligence Period, if applicable, the Escrow Agent receives the (Final) Environmental Certification, (Final) Environmental Study and the (Final) Environmental Termination as defined in paragraph 7(b) or 7(b)(i), if applicable, of this Agreement, then within five (5) days of receipt thereof, the Escrow Agent shall refund the Escrow Deposit and Additional Deposit together with one-half (1/2) of the interest accrued thereon to the Buyer. If, upon expiration of the Environmental Due Diligence Period or Extended Environmental Due Diligence Period, the Escrow Agent has not received the Inspection Termination together with the Inspection Reports, then within five (5) days after expiration of the Environmental Due Diligence Period or the EmployerExtended Environmental Due Diligence Period, as applicable, in the event Escrow Agent shall deliver the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of forfeiture of such shares pursuant the interest accrued thereon to Section 2.1the Seller. (b) To insure Without the availability for delivery consent of the Restricted Shares upon forfeiture pursuant to Section 2.1Buyer and Seller, the Restricted Shareholder hereby appoints Escrow Agent shall not release the SecretaryEscrow Deposit to any party. In the event that any party requests in writing that the Escrow Agent deliver the Escrow Deposit and/or the Additional Escrow Deposit to such party, the Escrow Agent shall make a written request for the consent of the other party and in such written request notify such party that unless an objection is made in writing to the release of the Escrow Deposit and/or the Additional Escrow Deposit, within ten (10) days of the non-consenting party's receipt of such notice, the Escrow Deposit and/or the Additional Escrow Deposit will be released to the party requesting the Escrow Deposit and/or Additional Escrow Deposit. If the Escrow Agent receives a written objection to the release of the Escrow Deposit and/or the Additional Escrow Deposit, the Escrow Agent shall make no disbursement of the Escrow Deposit and/or the Additional Escrow Deposit until so authorized in a writing, signed by both the Buyer and Seller or any by a final non-appealable order of a court of competent jurisdiction, and in either of such events, Escrow Agent shall then disburse the Escrow Deposit and/or the Additional Escrow Deposit in accordance with the notice or the order, as applicable. No fee or other person designated charges shall be payable to Escrow Agent by the Company Buyer unless an interpleader is filed by Escrow Agent, in which event Buyer shall pay such fees as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated directed by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Court. Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, Agent shall not be liable to either party hereunder for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting undertaken in good faith and without fraud or gross negligence on its part. The parties acknowledge that the Escrow Agent is acting in this capacity solely as a stakeholder for the convenience of the parties. In the event of any conflict, the Escrow Agent may institute an interpleader action with respect to the Escrow Deposit and/or the Additional Escrow Deposit. The parties acknowledge and agree that notwithstanding the Escrow Agent's role as Escrow Agent, that the Escrow Agent is counsel to the Seller and may continue to be counsel to the Seller in the exercise event of its judgmentany dispute, including litigation relating to the Escrow Deposit and/or Additional Deposit or relating to any other matter.

Escrow. As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the certificates for Shares shall be held in escrow by Union Bank of California N.A. (the “Escrow Agent”) until the earlier of (a) The Restricted Shareholder hereby authorizes and directs the Secretary date on which none of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are remain subject to the Restrictions from Repurchase Right and (b) the Restricted Shareholder to date on which all of the Company or Shares are repurchased by the Employer, as applicable, in the event of forfeiture of such shares Buyer pursuant to Section 2.1. 3.2 (the “Escrow Period”). Notwithstanding the foregoing, however, if the Student Enrollment at all Qualified Educational Institutions is equal to or greater than two hundred thousand (200,000) on December 31, 2010 and there occurs either (a) an IPO (as such term is defined below) or (b) To insure a Change of Control, then Seller shall be entitled, by notice given to the availability for delivery Escrow Agent and Buyer, to cause the Escrow Agent to release to Seller a number of shares equal to the Restricted Shares upon forfeiture pursuant Student Enrollment at all Qualified Educational Institutions immediately prior to Section 2.1the date of such IPO or the consummation of such Change in Control (the “Post IPO Release Right”). Further, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact Seller agrees to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the Company, or such other person designated by the Company, the share certificates representing the Restricted Sharesform attached hereto as Exhibit C, together with the share assignment duly endorsed certificate or certificates evidencing the Shares. The foregoing documents are to be held by the Escrow Agent and delivered by the Escrow Agent in blank, accordance with the Escrow Agreement in the form attached hereto as Exhibit A. The Restricted D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the Escrow Agent to be held in escrow in the same manner as such Shares. In the event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of Shares (or substituted securities described in Section 3.5) so repurchased or acquired and (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of such Shares and share assignment shall be (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to Seller of any of the Shares held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this AgreementAgent, the spouse Escrow Agent shall also release from escrow to Seller all substituted or additional securities and/or other property in respect of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares Shares described in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementSection 3.5 below. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. 4.1 For the purpose of the transactions contemplated in this Agreement, the Parties agree to appoint JunZeJun Law Offices, as third party escrow agent (the “Escrow Agent”) and an Escrow Services Agreement will be signed simultaneously with the execution of this Agreement in a form and substance as set forth in Exhibit 4.1. The Escrow Services Agreement shall include a provision stating that (i) in the event Chengshan exercises the Chengshan Call Option, the Escrow Agent shall insert a number that is equal to 65% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Chengshan Equity Transfer Agreement as the Purchase Price, and shall fill in the dates of the Chengshan Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Chengshan Group’s Purchase, and (ii) in the event Chengshan exercises the Chengshan Put Option or Cooper exercises the Cooper Option, then the Escrow Agent shall insert a number that is equal to 35% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Cooper Equity Transfer Agreement as the Purchase Price and shall fill in the dates of the Cooper Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase. 4.2 Simultaneously with the signing of this Agreement, Chengshan and Cooper shall deliver executed copies of undated Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase (each as defined below), in each case executed by all the parties thereto, to the Escrow Agent, to be held in escrow. 4.2.1 The following documents (collectively, the “Transaction Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.3.1 below: (a) an agreement, in form and substance as the “Agreement for The Restricted Shareholder hereby authorizes Transfer of Equity Interest in ▇▇▇▇▇▇ Chengshan (Shandong) Tire Company Limited” attached hereto as Exhibit 4.2.1(a) (the “Chengshan Equity Transfer Agreement”) in connection with the purchase of ▇▇▇▇▇▇’▇ interest in CCT by Prairie; (b) a TBR Offtake Agreement between CCT and directs CTB in the Secretary form and substance as set forth in Exhibit 4.2.1(b); (c) a PCR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(c); (d) a termination agreement between CCT and CTB for the Trademark License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(d); (e) a termination agreement between CCT and CTB for the Technical Assistance and Technology License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(e); (f) a termination notice from CTBX Company to CCT for the Secondment Agreement dated February 4, 2006 by and among CTBX Company and CCT in the form and substance as set forth in Exhibit 4.2.1(f); (g) a patent and domain name assignment agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(g); (h) a transition service agreement in the form and substance as set forth in Exhibit 4.2.1(h); (i) the board resolutions by Prairie and the board resolutions by Cooper approving the execution of Chengshan Equity Transfer Agreement; and (j) a board resolution of CCT approving the transactions contemplating under the Chengshan Equity Transfer Agreement. 4.2.2 The following documents (collectively, the “Transaction Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.3.2 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in Cooper Chengshan (Shangdong) Tire Company Limited” attached hereto as Exhibit 4.2.2(a) (the “Cooper Equity Transfer Agreement”, and, together with the Chengshan Equity Transfer Agreement, the “Equity Transfer Agreement”) in connection with the purchase of Chengshan’s interest in CCT by Cooper, (b) a transition services agreement in the form and substance as set forth in Exhibit 4.2.2(b); (c) a patent assignment agreement between CCT and Chengshan in the form and substance as set forth in Exhibit 4.2.2(c); (d) a termination agreement in the form and substance as set forth in Exhibit 4.2.2(d); (e) the shareholders’ meeting resolutions by Chengshan and the board resolutions by Cooper approving the execution of Cooper Equity Transfer Agreement; and (f) a board resolution of CCT approving the transactions contemplating under the Cooper Equity Transfer Agreement. 4.2.3 The following documents (the “Withdraw Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.4: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.3(a). 4.2.4 The following documents (the “Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with this Article 4.5: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.4(a). 4.2.5 The following documents (the “Unwinding Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.6: (a) an Application for Unwinding of the CompanyApproval in the form and substance as set forth in Exhibit 4.2.5(a). 4.2.6 The following documents (the “Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.7: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.6(a). 4.3 Upon the receipt by the Escrow Agent of either Chengshan’s Exercise Notice or ▇▇▇▇▇▇’▇ Exercise Notice, the Escrow Agent shall immediately release to the Parties original copies of the following documents: 4.3.1 if Chengshan exercises Chengshan’s Call Option, the Chengshan Equity Transfer Agreement (i.e., Article 4.2.1(a)) and the executed board resolutions included in the Transaction Documents for Chengshan Group’s Purchase (i.e., Article 4.2.1(i) and 4.2.1(j)); or 4.3.2 if Chengshan exercises Chengshan’s Put Option or ▇▇▇▇▇▇ exercises ▇▇▇▇▇▇’▇ Option, the ▇▇▇▇▇▇ Equity Transfer Agreement (i.e., Article 4.2.2(a)) and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase (i.e., Article 4.2.2 (e) and 4.2.2 (f)). 4.4 Upon the receipt by the Escrow Agent of the ▇▇▇▇▇▇ Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Withdraw Documents for Chengshan Group’s Purchase set out in Article 4.2.3. 4.5 Upon receipt by the Escrow Agent of the Chengshan Group Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.4. 4.6 Upon receipt by the Escrow Agent of the ▇▇▇▇▇▇ Unwinding Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Unwinding Documents for Chengshan Group’s Purchase set forth in Section 4.2.5. 4.7 Upon receipt by the Escrow Agent of the Chengshan Group Unwinding Notice(as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.6. 4.8 The Party that is purchasing the other Party’s equity interest in CCT shall provide such other person designated Party and the Escrow Agent written notice indicating that the conditions for Closing (as defined in the applicable Equity Transfer Agreement) set forth in Article 2 of the applicable Equity Transfer Agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the CompanyClosing (as defined in the applicable Equity Transfer Agreement), to transfer the Restricted Shares which are but subject to the Restrictions from the Restricted Shareholder fulfillment or waiver of those conditions), within 5 business days (which shall not be subject to the Company Cure Period) of the satisfaction of such conditions. Such notice shall include a copy of CCT’s newly issued business license reflecting the transfer of equity. Upon the receipt of such written notice, the Escrow Agent shall release simultaneously with the closing of the equity transfer transaction contemplated in the applicable Equity Transfer Agreement the original copies of all the remaining documents from either the Transaction Documents for Chengshan Group’s Purchase, in the event that Prairie is the purchaser, or the EmployerTransaction Documents for ▇▇▇▇▇▇’▇ Purchase, in the event that ▇▇▇▇▇▇ is the purchaser, to Chengshan and ▇▇▇▇▇▇. 4.9 Upon the earliest of (a) both Chengshan and ▇▇▇▇▇▇ failing to properly exercise Chengshan’s Option or ▇▇▇▇▇▇’▇ Option, as applicable, in the event of forfeiture of before all such shares Options expire pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution terms of this Agreement, deliver and deposit with (b) written notice from ▇▇▇▇▇▇ or Chengshan if the Secretary of Option Commencement Date has not occurred on or before the CompanyOption Commencement Deadline, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Companywritten instructions from ▇▇▇▇▇▇ and Chengshan, (d) 10 calendar days after release by the Escrow Agent of the documents in Article 4.8, or its designee(e) the termination of this Option Agreement in accordance with Article 6, the Escrow Agent shall destroy all other remaining Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase which have not been previously released. 4.10 For the purpose of this Article 4, the release of the documents by the Escrow Agent to ▇▇▇▇▇▇ or Chengshan shall be liable for any act it delivered to the following addresses, or to such other address as may do or omit to do with respect to holding be hereafter designated in writing on seven (7) days’ notice by the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentrelevant Party: CHENGSHAN Address: ▇▇. ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PRC Tel: ▇▇▇▇-▇▇▇▇▇▇▇ Fax: ▇▇▇▇-▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Address: ▇/▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ World Office 1, ▇▇.▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇. Tel: ▇▇▇▇-▇▇▇▇▇▇▇▇ Fax: ▇▇▇▇-▇▇▇▇▇▇▇▇ Attn: Partner-in-Charge

Escrow. (a) The Restricted Shareholder As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby authorizes pledges and directs delivers for deposit with the Secretary [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to transfer be held by the Restricted Shares which are subject Escrow Agent and delivered by the Escrow Agent pursuant to the Restrictions from the Restricted Shareholder to following instructions of the Company or and the Employer, as applicable, in Purchaser: (a) In the event the Company and/or any assignee of forfeiture the Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of repurchase in accordance with the terms of such shares pursuant to Section 2.1notice. (b) To insure In connection with such transaction the availability Escrow Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the Restricted Shares upon forfeiture purchase price for the number of shares of stock being purchased pursuant to Section 2.1, the Restricted Shareholder hereby exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Secretary, or any other person designated by the Company Escrow Agent as escrow agent, as its his attorney-in-fact and agent for the term of this escrow to sellexecute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, assign and transfer unto but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, such sharesor any parent or subsidiary of the Company, if any, forfeited the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and shall, upon execution not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this Agreementescrow the Escrow Agent has in his possession any documents, deliver and deposit with the Secretary of the Companysecurities, or such other person designated by the Companyproperty belonging to Purchaser, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares Escrow Agent shall deliver such property to Purchaser and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided. (f) The responsibilities of the Escrow Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, howeverthe Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the escrow agent delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall nevertheless retain have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 7 and does not otherwise become a party to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes Concurrently with the execution of this Agreement, the parties shall establish an escrow account (the “Escrow Account”) pursuant to an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”) by and directs the Secretary of among Seller, the Company, or such other person designated by ▇▇▇▇ Capital Partners, LLC (“RCP”) and ▇▇▇▇▇ Fargo Bank, N.A. (the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1“Escrow Agent”). (b) To insure Upon the availability for delivery execution of this Agreement: (i) Seller will deposit into the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to Escrow Account this Agreement and shallthe Escrow Agreement, upon each duly and validly executed by Seller. (ii) Each Purchaser will deposit into the Escrow Account: (A) this Agreement, the Registration Rights Agreement, the Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A attached to the Registration Rights Agreement and the Escrow Agreement, each duly and validly executed by such Purchaser; and (B) each Purchaser’s Investment Amount for the Seller Shares set forth on the signature page of this Agreement executed by such Purchaser; and (iii) The Company will deposit into the Escrow Account this Agreement, the Registration Rights Agreement and the Escrow Agreement, each duly and validly executed by the Company. (c) Upon the execution of this Agreement, Seller will deliver and deposit with the Secretary of to the Company, or such other person designated by ’s transfer agent (the Company, the share “Transfer Agent”) certificates representing the Restricted SharesSeller Shares it will be selling to each Purchaser at the Closing, together with such other documents (including applicable conversion and exercise notices, which may be made contingent on the share assignment duly endorsed in blank, attached hereto closing of the transactions contemplated hereby) as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Transfer Agent may require to effect the transfer of such shares to the name of the Restrictions expire Purchasers, including executed stock powers with signatures guaranteed by a national bank or shall have been removedmember firm of the New York Stock Exchange and directions for the Transfer Agent to effect such transfer. [??As a further condition Subject to the Company's and the Employer's obligations under this AgreementSection 1.3(a) below, the spouse of Company will instruct the Restricted Shareholder, if any, shall execute Transfer Agent to issue new Certificates (as defined below) representing the shares to be purchased by each Purchaser and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares registered in the escrow agent's possession belonging to the Restricted Shareholdername of each such Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; providedCompany will instruct the Transfer Agent to (i) deliver such Certificates to the Escrow Agent, however, that who will release such Certificates to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Purchasers at the Closing in accordance with the Escrow Agreement. (c) The Company, or its designee, shall not be liable (ii) otherwise make arrangements acceptable to each Purchaser for any act it may do or omit the delivery of such Certificates to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentPurchasers.

Escrow. (a) On the date hereof, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("NET ESCROW AGENT") shall execute and deliver an escrow agreement ("NET ESCROW AGREEMENT") in the form of EXHIBIT 1.3A hereto pursuant to which Sellers shall, on the date hereof, deliver to the NET Escrow Agent the Purchased Shares. The Restricted Shareholder hereby authorizes and directs Purchased Shares shall be held in escrow until the Secretary Closing Date at which time they will be delivered to Buyer, pursuant to the terms of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1NET Escrow Agreement. (b) To insure On the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1Closing Date, the Restricted Shareholder hereby appoints the SecretaryBuyer, or any other person designated each Seller and an escrow agent selected by the Company as escrow agent, as its attorney-in-fact to sell, assign Buyer and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, Sellers ("ESCROW AGENT") shall execute and deliver an escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3B hereto pursuant to which Buyer shall deliver to Escrow Agent the number of Transaction Shares determined in accordance with Section 1.2. The Escrow Shares shall be held in escrow until December 31, 1998 (subject to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse terms of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent Escrow Agreement). The Indemnification Shares shall be discharged held for a period of all further obligations hereunder; providedtwelve (12) months following the Closing Date, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant unless disbursed earlier to other restrictions imposed Buyer for Claims pursuant to this Agreement. (c) The Company. Other than for Claims of fraud, or its designeethe Indemnification Shares or, in the event such shares are sold, the value thereof as determined in accordance with this Section 1.3(b), shall not be liable Buyer's sole remedy for the payment of any act it Losses for which Buyer may do or omit be entitled to do with respect indemnification as and to holding the Restricted extent provided in Article VI hereof. The value of any Indemnification Shares paid to Buyer pursuant to the terms of the Escrow Agreement shall be determined by averaging the closing sales price of the Parent Stock (or, in escrow case no reported sales take place on such day, the average of the closing bid and while acting in good faith and in ask prices on such day) on the exercise of its judgmentNasdaq SmallCap Market for the five (5) consecutive trading days prior to the Closing Date.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary As security for a Participant’s faithful performance of the Companyprovisions of this Agreement, or such other person designated by the Company, to transfer participant agrees that the stock certificate(s) evidencing the Restricted Shares which are subject shall be delivered to the Restrictions from Escrow Holder, who is hereby appointed to hold such stock certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Restricted Shares as are in accordance with the Restricted Shareholder terms of this Agreement. The Escrow Holder will act solely for the Corporation as its agent and not as a fiduciary. The Participant and the Corporation agree that the Escrow Holder will not be liable to either (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this subsection (c). The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel (which may be counsel for the Corporation) and obey any order of any court with respect to the Company or the Employer, as applicable, in transactions contemplated by this Agreement. In the event of forfeiture of such shares pursuant that the Corporation exercises its right to Section 2.1. (b) To insure repurchase Restricted Shares held by the availability for delivery Escrow Holder, then upon payment by the Corporation of the Consideration for such Restricted Shares upon forfeiture pursuant to Section 2.1Shares, the Escrow Holder shall deliver to the Corporation the stock certificate(s) evidencing those Restricted Shareholder hereby appoints Shares. The Escrow Holder is empowered to act as the Secretary, or any other person designated by the Company as escrow agent, as its Participant’s attorney-in-fact to sell, assign make such endorsements and transfer unto execute such stock powers as may be necessary to effect the Company, such shares, if any, forfeited pursuant to repurchase contemplated under this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. Section. The Restricted Shares and share assignment shall be held by the Secretary in Escrow Holder will release from escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted SharesParticipant, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or only those stock certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding evidence the Restricted Shares for which the Corporation’s right to repurchase, as described in escrow and while acting in good faith and in the exercise of its judgmentsubsection (b) above, has expired.

Escrow. As soon as reasonably practicable following the Commencement Date, the Service Provider shall enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Purchaser in relation to the software and/or documentation agreed by the Parties that is to be deposited in escrow (a) the “Escrowed Material”). The Restricted Shareholder hereby authorizes and directs Service Provider shall deposit the Secretary Escrowed Material with the Escrow Agent on the basis of the Companyterms agreed in the Escrow Agreement within ten (10) days of the date of the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Purchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such notification the Purchaser is under no obligation to vary its arrangements for making payments or for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof to: any Government Body; or any other person designated body established by the CompanyCrown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the burden of the Service Provider’s obligations under this Contract. Any change in the legal status of the Purchaser such that it ceases to transfer the Restricted Shares which are be a Government Body shall not, subject to clause 39.6, affect the Restrictions from the Restricted Shareholder validity of this Contract. In such circumstances, this Contract shall bind and inure to the Company benefit of any successor body to the Purchaser. If the rights and obligations under this Contract are assigned, novated or otherwise disposed of pursuant to clause 39.4 to a body which is not a Government Body or if there is a change in the Employer, legal status of the Purchaser such that it ceases to be a Government Body (in the remainder of this clause both such bodies being referred to as applicable, the “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency or Change of Control) shall be available to the Service Provider in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure respectively, the availability for delivery bankruptcy or insolvency, or Default of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company Transferee; and the Restricted Shareholder attached hereto as Exhibit BTransferee shall only be able to assign, until all novate or otherwise dispose of the Restrictions expire or shall have been removed. [??As a further condition to the Company's its rights and the Employer's obligations under this AgreementContract or any part thereof with the prior consent in writing of the Service Provider. The Purchaser may disclose to any Transferee any Service Provider Confidential Information which relates to the performance of the Service Provider’s obligations under this Contract. In such circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are its own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the spouse invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the Sub-contractor or in respect of a sum otherwise due by the Sub-contractor to the Service Provider, payment must be made to the Sub-contractor without deduction; notifies the Sub-contractor that the Sub-contract forms part of a larger contract for the benefit of the Restricted ShareholderPurchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, if any, shall execute and deliver that matter may be referred by the Sub-contractor to the Company Purchaser; requires that all contracts with Sub-contractors and suppliers which the Consent of Spouse attached hereto as Exhibit C.??] Upon Sub-contractor intends to procure, and which the lapse Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the Restrictions on contract; includes provisions requiring the Restricted Shares, conduct of audits; and is in the escrow agent shall promptly deliver same terms as that set out in this clause 41.3 (including this clause 41.3.5 subject only to modification to refer to the Restricted Shareholder correct designation of the certificate or certificates representing such shares equivalent party as the Service Provider and Sub-contractor as the case may be. The Service Provider shall also include in every Sub-contract: a right for the Service Provider to terminate that Sub-contract if the relevant Sub-contractor fails to comply in the escrow agent's possession belonging performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events specified in clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in any Sub-contract which it awards. Where requested by the Purchaser, copies of any Sub-contract must be sent by the Service Provider to the Restricted Shareholder, Purchaser as soon as reasonably practicable. Where the Service Provider proposes to enter into a Sub-contract it must: advertise its intention to do so in at least one trade journal and the escrow agent shall be discharged Public Contracts Scotland Portal; and follow a procedure leading to the selection of all further obligations hereunder; providedthe Sub-contractor which ensures reasonable competition following principles of equal treatment, however, non-discrimination and transparency and which ensures 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 holding the Restricted Shares in escrow procedure is accessible by small and while acting in good faith and in the exercise of its judgment.medium enterprises. Change

Escrow. Within ten (a10) The Restricted Shareholder hereby authorizes and directs the Secretary days after Buyer's execution hereof an escrow shall be opened by depositing a signed copy of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement with the Escrow Holder. Escrow Holder is hereby authorized and shall, upon execution instructed to act in accordance with the provisions of this Agreement, deliver which Agreement together with Escrow Holder's Standard general provisions, shall constitute Escrow Holder's escrow instructions. Seller and Buyer shall each deposit such other instruments and funds as are necessary to close the escrow and complete the sale and purchase of the property in accordance with the Secretary terms hereof. The obligations of the Company, or such other person designated each party which are herein agreed to be undertaken by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares each party in the escrow agent's possession belonging shall be and are hereby made agreements of such party in and under this Agreement independent of the escrow. If any requirements relating to the Restricted Shareholderduties or obligations of Escrow Holder hereunder are not acceptable to Escrow Holder, or if Escrow Holder requires additional instructions, the parties agree to make such deletions, substitutions and additions to these escrow instructions relating to such duties or obligations of Escrow Holder or clarification of these instructions as counsel for Seller and for Buyer shall mutually approve, and which do not substantially change this Agreement or its intent. Seller and Buyer agree to perform, observe and fulfill the requirements of this Agreement notwithstanding said deletions, substitutions or additions to said escrow instructions. Seller and Buyer shall deposit all necessary documents with the escrow agent holder in a timely manner. The date for close of escrow shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required determined pursuant to other restrictions imposed pursuant to this AgreementSection 20 hereof. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. Notwithstanding any provision of this Agreement to the contrary, the Closing of the Transaction contemplated hereunder shall be completed in escrow, with ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., acting as escrow agent (the "ESCROW Agent"), and any funds delivered in escrow shall be held and disposed of by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement by and between the Company, ASAP Subsidiary, Buyer and Escrow Agent, in substantially the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). In furtherance of the foregoing, the following shall apply: (a) The Restricted Shareholder hereby authorizes and directs In lieu of delivering the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder Share Purchase Price to the Company as provided for in Section 1.3, Buyer shall, at or the Employerprior to Closing, as applicable, in the event of forfeiture of such shares deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to Section 2.1the Escrow Agreement, the amount of $425,000 representing the Share Purchase Price. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company At such time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire conditions precedent to Closing under Article VII hereof have been satisfied by the respective parties, and no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, and each party shall have been removed. [??As a further condition to the Company's and the Employer's obligations made all deliveries required by each of them under this Agreement, the spouse of the Restricted Shareholder, if any, Company and Buyer shall execute and deliver provide written notice to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, Escrow Agent directing that the escrow agent shall promptly deliver to be disposed of in accordance with the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, Escrow Agreement and the escrow agent shall be discharged terms of all further obligations hereunderthis Agreement; provided, however, that the escrow agent 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 holding $50,000 of the Restricted Shares Share Purchase Price in escrow to satisfy any indemnification obligations of Yuan under this Agreement and while acting in good faith any indemnification obligations of the ASAP Subsidiary and in Yuan under the exercise Indemnity Agreement ("Indemnity Escrow"). On the date six months (6) months following the Closing Date, to the extent that the Indemnity Escrow has not been and is not the subject of its judgmentan indemnification claim under this Agreement and the Indemnity Agreement, the Indemnity Escrow shall be released to the ASAP Subsidiary together with accrued interest thereon, if any.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary For purposes of payment of the CompanyStockholders’ obligations pursuant to Article 9, or an amount equal to the Indemnity Escrow Amount shall be held in escrow until distribution is required under the terms of the Escrow Agreement. With respect to each Stockholder who has delivered a Letter of Transmittal, the amount equal to such other person designated Stockholder’s portion of the Indemnity Escrow Amount, as set forth in the Estimated Statement, associated with the shares of capital stock of the Company owned of record by such Stockholder shall be allocated to such Stockholder’s escrow account maintained pursuant to the Escrow Agreement for indemnification purposes, such amount to be adjusted as set forth in the Escrow Agreement (each, an “Indemnity Escrow Account”), it being understood that the Indemnity Escrow Amount shall consist of: (i) with respect to Accredited Holders, solely Stock Merger Consideration and (ii) with respect to Non-Accredited Holders, solely Cash Merger Consideration. The approval of this Agreement by the CompanyStockholders will constitute their approval of the terms and conditions of the Escrow Agreement, to transfer which is an integral part of the Restricted Shares which are subject to Transaction, and the Restrictions from appointment of the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Stockholder Representative. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant The parties to this Agreement acknowledge and shallagree that (i) the shares of Parent Common Stock consisting of the portion of the Indemnity Escrow Amount allocable to Accredited Holders and (ii) the cash consisting of the portion of the Indemnity Escrow Amount allocable to Non-Accredited Holders, upon execution in each case, are being deemed delivered by the Parent to the Stockholder on or promptly after the Closing Date, after which each Stockholder who has delivered a Letter of this Agreement, deliver and Transmittal is deemed to immediately deposit its pro rata portion of the Indemnity Escrow Amount based on the Merger Consideration payable to the Stockholders who have delivered Letters of Transmittals with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. Notwithstanding any provision of this Agreement to the contrary: (a) The Restricted Shareholder hereby authorizes and directs In lieu of delivering to the Secretary Shareholders certificates for the Preferred Shares, Qorus shall deliver or cause to be delivered to Guzov Ofsink, LLC, as escrow agent (the "Escrow Agent") for deposit into escrow pursuant to an escrow agreement substantially in the form attached hereto as Exhibit B (the "Escrow Agreement"), the certificates representing all of the CompanyPreferred Shares to be issued to the Shareholders under this Agreement other than Gateway Shares to be delivered at Closing and the shares of Common Stock issuable upon conversion of such Preferred Shares to be delivered upon conversion (collectively, the "Escrow Shares"). The certificates representing the Escrow Shares, each accompanied by stock powers duly endorsed in blank, with each Shareholder's signature medallion guaranteed by a national bank or such other person designated a qualified notarization agent in China shall be held in the escrow account and disposed of by the Company, to transfer Escrow Agent in accordance with the Restricted Shares which are subject to terms and provisions of the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Escrow Agreement. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1The Escrow Agreement shall provide, the Restricted Shareholder hereby appoints the Secretary, or any among other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, howeverthings, that the escrow Escrow Agent shall submit such number of the Escrow Shares to Qorus' transfer agent for cancellation based on the number of shares of common stock or common stock equivalents issued by Qorus to investors during the twelve month period following the Closing ("Financings"). Specifically, for each share of Common Stock issued by Qorus in connection with any Financings and for each share of Common Stock underlying any warrant, option or convertible security issued by Qorus in connection with any Financings, the Escrow Agent shall nevertheless retain such certificate submit one share of Common Stock (or certificates one Common Stock equivalent in the event the Preferred Shares have not been converted) for cancellation. The shares to be so cancelled shall be allocated among the Shareholders in proportion to their respective ownership of the Shares as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementdescribed in Schedule 1.1 hereto. (c) The CompanyOn the date twelve (12) months following the Closing Date, or its designeeto the extent that the Escrow Shares have not been submitted for cancellation, all Escrow Shares shall not be liable for any act it may do or omit released to do with respect to holding the Restricted Shares Shareholders in escrow and while acting in good faith and in whose name the exercise of its judgmentshares are registered.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's ’s possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary Vendor agrees to promptly place a copy of the Companysource code for each of the Vendor Products (as well as all associated documentation and programmer materials, or such other person designated by defect correction code and upgrades) (collectively the Company"Escrowed Materials") in escrow with a mutually agreed upon escrow agent. The parties shall negotiate in good faith the terms and conditions of the escrow agreement. However, to transfer the Restricted Shares which are subject to parties agree that the Restrictions from escrow agreement shall include the Restricted Shareholder to following terms: (i) Newbridge shall be responsible for the Company or payment of the Employer, as applicable, in fees of the event of forfeiture of such shares pursuant to Section 2.1escrow agent. (bii) To insure the availability for delivery Newbridge shall be entitled to receive a copy of the Restricted Shares upon forfeiture pursuant Escrowed Materials from the escrow agent if: (1) Vendor breaches any material term of the Reseller Agreement, and fails to Section 2.1remedy such breach within [*] ([*]) days of receiving written notice to do so by Newbridge; (2) any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against Vendor or its property, and the Restricted Shareholder hereby appoints same is not dismissed within thirty (30) days; or (3) Vendor makes any assignment for the Secretarybenefit of its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern, or seeks any other person designated by arrangement or compromise with its creditors under any statute or otherwise. * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iii) Upon release of the Company as escrow agentEscrowed Materials from escrow, Newbridge shall be entitled to use the Escrowed Materials to: (1) provide maintenance and support (including without limitation any necessary correction of errors) to its customers; and (2) modify the Vendor Products, as its attorney-in-fact required to sellsatisfy functionality commitments made by Newbridge to existing or prospective customers prior to the occurrence of the event described in Section 18.12(a)(ii) which triggered the release of the Escrowed Materials, assign which modifications have been agreed to by Vendor in writing. (1) the Transfer Price for such product; or (2) the Average Net Revenue for each Vendor Product manufactured and transfer unto the Company, such shares, if any, forfeited pursuant to distributed under this Agreement and shall, upon execution Section 18(iii). For purposes of this Agreement, deliver and deposit with "Average Net Revenue" shall mean the Secretary of the Companyaverage price at which Newbridge sells a particular Vendor Product, or such other person designated by the Companyless any: (i) duties, the share certificates representing the Restricted Shares(ii) sales, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholdervalue-added, and the escrow agent shall be discharged of all further obligations hereunder; providedexcise taxes, 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 Agreementand (ii) returned Vendor Products. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment."

Escrow. (a) The Restricted Shareholder hereby authorizes and directs Upon the Secretary Closing, Parent shall withhold 10% of the shares of Parent Common Stock (the "Escrow Shares") and 10% of the Cash Consideration, if applicable (the "Escrow Cash") payable by Parent hereunder in respect of Company Capital Stock outstanding on the date hereof, and deliver such shares and cash to Chase Manhattan Trust Company, or such other person designated by National Association as escrow agent (the Company"Escrow Agent"), to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Escrow Agent as collateral to secure the rights of the Parent Indemnitees under Section 9 hereof. The Escrow Shares and Escrow Cash shall be held pursuant to the Joint provisions of an escrow agreement substantially in the form of Exhibit D (the "Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removedAgreement"). [??As The Escrow Shares will be represented by a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares issued in the escrow agent's possession belonging to name of the Restricted ShareholderEscrow Agent, and the escrow agent shall Escrow Shares and Escrow Cash will be discharged of all further obligations hereunderheld by the Escrow Agent for a period to end 90 days from the Closing Date (the "Escrow Period"); provided, however, that in the escrow agent event any Parent Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall nevertheless retain continue (and the Escrow Agent will continue to hold, in accordance with the Escrow Agreement, a certain portion of the Escrow Shares and Escrow Cash) until such certificate or certificates claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares and Escrow Cash as escrow agent collateral to secure the rights of the Parent Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representatives (as defined in Section 10.1) as the representatives under the Escrow Agreement of the stockholders receiving shares of Parent Common Stock under this Agreement (and Cash Consideration, if so required pursuant to applicable) and as the attorneys-in-fact and agents for and on behalf of each of such stockholders (other restrictions imposed pursuant to this Agreementthan holders of Appraisal Shares). (cb) The Company, Escrow Agreement shall require that: (i) all dividends paid on the Escrow Shares be distributed promptly by the Escrow Agent to the Company stockholders who contributed the Escrow Shares or its designee, shall not on whose behalf the Escrow Shares were contributed under the Escrow Agreement; and (ii) all voting rights of the Escrow Shares be liable for any act it may do exercisable on behalf of the Company stockholders who contributed the Escrow Shares or omit on whose behalf the Escrow Shares were contributed under the Escrow Agreement or their authorized agent disclosed in writing to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Agent.

Escrow. (ai) The Restricted Shareholder hereby authorizes and directs Simultaneously with the Secretary closing of the CompanyBusiness Combination, or such other person designated by GigCapital4 shall deposit, for good and valuable consideration, the Companyreceipt, to transfer sufficiency and adequacy of which GigCapital4 hereby acknowledges, into an escrow account (the Restricted Shares which are “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the Restrictions terms of a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into prior to the Redemption Date, an amount equal to the lesser of (x) $25,375,000 and (y) $10.15 multiplied by the number of Shares and Additional Shares held by the Investors as of the closing of the Business Combination. Concurrently with the execution of the Escrow Agreement, the Company shall provide irrevocable written instructions to the Escrow Agent to release from the Restricted Shareholder Escrow Account the aggregate Shares Purchase Price in accordance with Section 1 and the aggregate Early Sales Premium in accordance Section 4(d). The payments to be made by the Company to each Investor in accordance with Section 1 or the EmployerSection 4(d), as if applicable, in will be made solely with funds from the event of forfeiture of such shares pursuant to Section 2.1Escrow Account. (bii) To insure In the availability for delivery of the Restricted event that any Investor sells any Shares upon forfeiture pursuant to (including any Additional Shares) as provided in Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall4(d), upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated receipt by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Escrow Agent of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreementan Open Market Sale Notice, the spouse of Escrow Agent shall release from the Restricted Shareholder, if any, shall execute and deliver Escrow Account to the Company for the Consent Company’s use without restriction an aggregate amount equal to the number of Spouse attached hereto as Exhibit C.??] Upon the lapse Shares (including any Additional Shares) sold multiplied by $10.15; provided that if an Investor sold any Early Sale Shares, within five (5) Business Days of the Restrictions on Company’s and the Restricted Escrow Agent’s receipt of the applicable Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (a) for the selling Investor’s use without restriction an amount equal to the Early Sale Premium with respect to the Early Sale Shares sold by such Investor, and (b) for the Company’s use without restriction an amount equal to the number of Early Sale Shares sold in the Early Sale multiplied by $10.10. (iii) In the event that any Investor elects not to sell to the Company any Shares (including any Additional Shares) held by such Investor by either (A) delivering a written notice to the Escrow Agent stating such Investor’s intention not to sell any Shares (or any Additional Shares) to the Escrow Agent, or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the escrow agent Escrow Agent shall promptly deliver release from the Escrow Account to the Restricted Shareholder Company for the certificate or certificates representing Company’s use without restriction an amount equal to (x) $10.15 multiplied by (y) the number of Shares held by such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementInvestor. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs On the Secretary Closing Date, the Buyer shall deliver to the Escrow Agent a certificate (issued in the name of the Company, Escrow Agent or such other person designated by its nominee) representing the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the EmployerEscrow Shares, as applicabledescribed in Section 1.5, in for the event purpose of forfeiture of such shares pursuant to Section 2.1. (b) To insure securing the availability for delivery indemnification obligations of the Restricted Shares upon forfeiture pursuant to Indemnifying Stockholders (as defined in Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of 6.1) set forth in this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. . The Restricted Escrow Shares and share assignment shall be held by the Secretary Escrow Agent under, and disbursed in escrowaccordance with, the Escrow Agreement pursuant to the Joint terms thereof. The Escrow Instructions Agreement shall provide that one-third of the Company Escrow Shares shall be released from escrow six months after the Closing Date and the Restricted Shareholder attached hereto as Exhibit B, until all remaining Escrow Shares will be released from escrow on the first anniversary of the Restrictions expire or shall have been removed. [??As a further condition Closing Date, subject in each case to the Company's delivery of notice of a Dispute pursuant to Article VI below and the Employer's obligations under this Agreement, the spouse terms of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunderEscrow Agreement; provided, however, that (i) Escrow Shares with a Value (as defined -------- ------- below) of UK(Pounds)200,000 shall be held in escrow until the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required date that is ten business days after the eighteen month anniversary of the consummation of the Company's disposition of Interglobe Telecommunications (International) plc, pursuant to an Agreement between the Company and Redstone Telecom plc dated February 24, 2000 (the "Interglobe Agreement") for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and (ii) Escrow Shares with a Value of $1,000,000 shall be held in escrow until two years after the Closing Date for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and breaches of the representations and warranties of the Company set forth in Section 2.9 (and the portion of the Company Certificate pertaining thereto). The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other restrictions imposed pursuant to this judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. (cb) The Companyadoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute approval by the Company Stockholders voting to approve the Merger of the Escrow Agreement and of all of the arrangements relating thereto, or its designee, shall not be liable for any act it may do or omit to do with respect to holding including without limitation the Restricted placement of the Escrow Shares in escrow and while acting in good faith and in the exercise appointment of its judgmentthe Indemnification Representatives.

Escrow. 11.1. On the Closing Date, Company will deposit the sum of (ai) the Base Escrow Amount (hereinafter defined) plus (ii) the Environmental Escrow Amount (as defined in Section 13.3), if any (collectively the "Escrow Amount") with an escrow agent to be held and disbursed by such escrow agent pursuant to the terms and conditions of an escrow agreement in the form of Exhibit 11.1 attached hereto and made a part hereof (the "Escrow Agreement"). The Restricted Shareholder hereby authorizes Escrow Agreement will direct the escrow agent to deposit the Escrow Amount in an interest-bearing account, and directs so long as Buyer has filed no claim against Company to pay the Secretary interest to Company quarterly. Should a claim be filed the interest earned thereafter will not be distributed but will remain with the Escrow Amount until the claim is resolved. The Escrow Amount shall secure, in part, the performance of Company's covenants and agreements under or pursuant to, and the accuracy of the representations and warranties made by Company in, this Agreement, including, without limitation any indemnity provided by Company pursuant to Section 13.3. Should Buyer assert a claim against Company for breach of any of Company's representations, warranties, covenants, indemnities or agreements under this Agreement (an "Eligible Claim"), Company and Buyer may by joint written notice direct the escrow agent to disburse all or any part of the Escrow Amount to Buyer in respect of such Eligible Claim. Otherwise, Buyer shall be entitled to receive disbursements of the Escrow Amount only as provided in Section 4(b) of the Escrow Agreement. Provided no Eligible Claim has been filed and is then pending in a court of competent jurisdiction and provided the Escrow Amount does not then include an Environmental Escrow Amount, (i) on the first (1st) anniversary of the Closing Date, fifty percent (50%) of the Base Escrow Amount shall be released to Company, or such other person designated by (ii) on the second (2nd) anniversary of the Closing Date, fifty percent (50%) of the then remaining Base Escrow Amount shall be released to Company and (iii) on the third (3rd) anniversary of the Closing Date, the then remaining Base Escrow Amount shall be released to Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in . In the event of forfeiture of such shares pursuant an Eligible Claim arising under an Objection Notice under Section 13.3 Company shall promptly engage qualified third parties for remediation and Buyer shall join Company in giving instructions to Section 2.1. (b) To insure the availability Escrow Agent for delivery the payment of the Restricted Shares upon forfeiture pursuant to Section 2.1, third parties' costs and expenses arising from the Restricted Shareholder hereby appoints the Secretary, remediation. If an Eligible Claim is pending or any other person designated by matter as to which Company has deposited the Company as escrow agent, as its attorney-in-fact Environmental Escrow Amount has not been fully resolved and cured to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary Buyer's reasonable satisfaction on any of the Companyforegoing dates, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions a portion of the Company and Escrow Amount sufficient to resolve the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, open Eligible Claim shall not be liable for released to Company until final resolution of all such Eligible Claims. Upon final resolution of all Eligible Claims, Company shall be entitled to receive any act it may do remaining balance of the Escrow Amount. Buyer's right to recover all or omit any portion of the Escrow Amount shall be in addition to do with respect and cumulative of any other right or remedy available to holding Buyer under the Restricted Shares Agreement or otherwise available to Buyer at law or in escrow and while acting in good faith and in equity. As used herein, the exercise of its judgmentterm "Base Escrow Amount" shall mean an amount equal to Three Million Six Hundred Fifty Thousand Dollars ($3,650,000).

Escrow. (a) At the Closing, the Parent shall withhold from the shares of Parent Common Stock that would otherwise be issued in the Merger to each holder of Company Common Stock and Company Preferred Stock (the "COMPANY STOCKHOLDERS") pursuant to Section 2.1(a), a number of such shares of Parent Common Stock that is equal to fifteen percent (15%) of the aggregate number of shares of Parent Common Stock included in the Merger Consideration, and the number of such shares of Parent Common Stock withheld from each Company Stockholder shall be PRO RATA and shall be rounded down to the nearest whole number of such shares (such withheld shares of Parent Common Stock being hereinafter referred to as the "ESCROW SHARES"). The Restricted Shareholder hereby authorizes and directs the Secretary of Parent will deliver certificates representing such Escrow Shares to an institution reasonably acceptable to the Company, or such other person designated as escrow agent (the "ESCROW AGENT"), and, at the time prescribed in Section 2.2(b), the Company Stockholders will deliver to the Escrow Agent related stock transfer powers executed by the Companyapplicable Company Stockholders (with medallion signature guarantees if requested by the Escrow Agent), to transfer be held by the Restricted Shares which are subject Escrow Agent as security for the Company Stockholders' indemnification obligations under Article VIII and pursuant to the Restrictions provisions of an escrow agreement in substantially the form attached hereto as Exhibit C (the "ESCROW AGREEMENT") to be entered into at the Closing by the Parent, the Escrow Agent and ▇▇▇▇ ▇▇▇▇▇▇▇▇, as the representative of the Company Stockholders (the "ESCROW REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Company Stockholder as provided in the Escrow Agreement. The Escrow Shares shall be withheld from each Company Stockholder PRO RATA in the Restricted Shareholder same proportion as the total number of shares of Parent Common Stock issuable to such stockholder under Section 2.1(a) bears to the total number of shares of Parent Common Stock issued to all Company or the Employer, as applicable, Stockholders under Section 2.1(a). The Escrow Shares shall be represented by stock certificates issued in the event names of forfeiture each of the Company Stockholders in proportion to their respective interests in the Escrow Shares and shall be held by the Escrow Agent during that time period commencing on the Effective Time and ending on the first anniversary of the Effective Time or on such shares pursuant to Section 2.1earlier or later date as may be provided in the Escrow Agreement (such time period being hereafter called the "ESCROW PERIOD"). (b) To insure the availability for delivery By their approval of the Restricted Shares upon forfeiture pursuant to Section 2.1Merger, the Restricted Shareholder hereby appoints Company Stockholders will be conclusively deemed to have consented to, approved and agreed to be bound by: (i) the Secretaryindemnification provisions of Article VIII; (ii) the Escrow Agreement; (iii) the appointment of ▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Escrow Representative; and (iv) the taking by the Escrow Representative of any and all actions and the making of any decisions required or permitted to be taken by the Escrow Representative under this Agreement and/or the Escrow Agreement, including the exercise of the power to: (I) authorize delivery to the Parent of Escrow Shares in satisfaction of indemnity claims by the Parent or any other person designated Indemnified Person pursuant to Article VIII and/or the Escrow Agreement; (II) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (III) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (IV) take all actions necessary in the judgment of the Escrow Representative for the accomplishment of the foregoing. The Escrow Representative will have authority and power to act on behalf of each Company Stockholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims under Article VIII hereof or governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement so long as all Company Stockholders are treated in the same manner. The Company Stockholders will be bound by all actions taken and documents executed by the Escrow Representative in connection with the Escrow Agreement, and the Parent will be entitled to rely on any action or decision of the Escrow Representative. In performing the functions specified in this Agreement and the Escrow Agreement, the Escrow Representative will not be liable to any Company Stockholder in the absence of gross negligence or willful misconduct on the part of the Escrow Representative. Any loss, liability or expense reasonably incurred without gross negligence or willful misconduct by the Escrow Representative in connection with actions taken by the Escrow Representative pursuant to the terms of the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company as escrow agent, as its attorney-in-fact Stockholders to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant Escrow Representative PRO RATA in proportion to their respective percentage interests in the Escrow Shares. In performing the functions specified in this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse Escrow Representative shall have reasonable access to information about the Parent and the reasonable assistance of the Restricted Shareholder, if any, shall execute Parent's officers and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunderemployees; provided, howeverPROVIDED, that the escrow agent Escrow Representative shall nevertheless retain treat confidentiality and not disclose any nonpublic information from or about the Parent or any Parent Subsidiary to any person (except on a need to know basis to individuals who agree to treat such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementinformation confidentially). (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. As security for Purchaser's faithful performance of this Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing Unvested Shares subject to the Repurchase Option or Shares purchased with a promissory note, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (a) The Restricted Shareholder hereby authorizes with the date and directs number of Shares left blank), to the Secretary of the Company, Company or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to designee of the Company or the Employer("Escrow Holder"), as applicable, who is hereby appointed to hold such certificate(s) and Stock Powers in the event of forfeiture escrow and to take all such actions and to effectuate all such transfers and/or releases of such shares pursuant to Section 2.1. (b) To insure Shares as are in accordance with the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution terms of this Agreement, deliver . Purchaser and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, agree 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 Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any act it 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 do rely upon any letter, notice or omit other document executed by any signature purported to do be genuine and may rely on the advice of counsel and obey any order of any court with respect to holding the Restricted transactions contemplated by this Agreement. The Shares in will be released from escrow and while acting in good faith and in upon termination of the exercise of its judgmentRepurchase Option for Unvested Shares [NOTE FOR PREPARATION OF SPECIFIC EXERCISE AGREEMENT: ADD IF SHARES ARE PLEDGED:] [PROVIDED, HOWEVER, THAT THE SHARES WILL BE RETAINED IN ESCROW SO LONG AS THEY ARE SUBJECT TO THE PLEDGE AGREEMENT].

Escrow. (a) The Restricted At the Closing, the Purchaser will deposit into an escrow account (the “Escrow Account”) established for such purpose with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to an escrow agreement by and among the Purchaser, the Shareholder hereby authorizes Representative and directs the Secretary Escrow Agent, in substantially the form attached hereto as Exhibit 2.8(a) (the “Escrow Agreement”), (i) $15.0 million, consisting of the CompanyStock Merger Consideration valued at the Purchaser Stock Value (the “Escrowed Shares”), or such other person by delivery of shares into a book position in the name of the Escrow Agent, and (ii) $1.0 million in cash by wire transfer to an account designated by the Company, Escrow Agent (the “Escrowed Cash”). The Escrowed Shares will be held in the Escrow Account to transfer act as a source of payment of the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to indemnification obligations of the Company or Shareholders under Article VIII and the Employer, as applicable, Escrowed Cash will be held in the event Escrow Account as a source of forfeiture of such shares payment for any Downward Post-Closing NWC Adjustment pursuant to Section 2.12.11(c). (b) To insure The Escrowed Shares shall be released from the availability Escrow Account to the Paying Agent, for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated further distribution by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver Paying Agent to the Company Shareholders ratably based on their respective Pro Rata Shares in accordance with this Agreement. For all purposes under the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted SharesEscrow Account, the escrow agent Escrowed Shares shall promptly deliver be valued at the Purchaser Stock Value. Notwithstanding anything to the Restricted Shareholder contrary herein, no fraction of an Escrowed Share shall be released from the certificate or certificates representing such shares in the escrow agent's possession belonging Escrow Account and all releases of Escrowed Shares shall be rounded to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementnearest whole Escrowed Share. (c) Following the determination of the Final NWC pursuant to Section 2.11(a) and, if payable, the payment of the Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c), the Escrow Agent shall release from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders, the holders of Company Options and the holders of Performance Units pursuant to Section 2.10(b)) any remaining portion of the Escrowed Cash. On the 15-month anniversary of the Closing Date (the “Escrow Period Expiration Date”), the Escrow Agent shall release from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) any remaining portion of the Escrowed Shares minus Escrowed Shares equal in value to the sum of the aggregate amount of unsatisfied or disputed claims for Losses specified in Indemnity Claim Notices delivered by the Purchaser to the Shareholder Representative on or prior to the Escrow Period Expiration Date (such aggregate amount of unsatisfied or disputed claims for Losses, the “Pending Claims Amount”). The CompanyEscrow Agent shall continue to hold the Pending Claims Amount corresponding to each claim for Losses until the final resolution of such claim, or its designeeat which point, as and when such claim is resolved, the Escrow Agent shall not be liable release shares of Purchaser Stock equal in value to the appropriate portion of the Pending Claims Amount to the Paying Agent (for any act it further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) and/or to the Purchaser, as the case may do or omit be, depending upon resolution of such claim. (d) The Purchaser, the Company and the Shareholder Representative each agree to do promptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent) requested by the other to effect releases of Escrowed Cash and Escrowed Shares from the Escrow Account, in each case in accordance with respect to holding this Agreement and the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Agreement.

Escrow. The Parties agree: (a) The Restricted Shareholder hereby authorizes upon execution of this Agreement and directs the Secretary of the Company, or such other person designated by the CompanyExchange Agreement, to transfer authorize Parent to deliver to the Restricted Escrow Agent, for deposit into the Escrow, 20,000,000 Escrow Shares which are and to authorize the Escrow Agent to hold in the Escrow on behalf of each Shareholder that number of Escrow Shares set forth opposite such Shareholder’s name on Schedule A hereto, subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares adjustment pursuant to Section 2.12(d) of this Agreement. (b) To insure thereafter, to authorize Parent to deliver to the availability Escrow Agent for delivery deposit into the Escrow any cash and non-cash dividends and other property at any time received or otherwise distributed on, in respect of, or in exchange for, any or all of the Restricted Shares upon forfeiture pursuant to Section 2.1foregoing, the Restricted Shareholder hereby appoints the Secretary, or all securities hereafter issued in substitution for any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Companyforegoing, all certificates and instruments representing or evidencing such other person designated by securities, all cash and non-cash proceeds of all of the Companyforegoing property and all rights, titles, interest, privileges and preferences appertaining or incident to the share certificates representing the Restricted SharesEscrow Shares (each, an “Escrow Share Distribution” and together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement“Escrow Property”). (c) The Companyto authorize the Escrow Agent to release one-sixth (1/6) of the Escrow Shares to the Shareholders, on a pro-rata basis, for every AU$1,000,000 in Financing raised by Parent at a price per share equal to or its designeegreater than the Price Requirement (the “Financing Release”). (d) to authorize the Escrow Agent to release to Parent for cancellation, shall not such Shareholder’s pro rata amount of the total number of Escrow Shares to be liable for cancelled (the “Cancelled Shares”), based upon such Shareholder’s proportionate share of the Escrow Shares, and a pro rata percentage of any act it may do or omit Escrow Share Distribution (if any) to do with respect to holding the Restricted Shares in escrow and while acting in good faith and be cancelled in the event that, within three years from the Closing Date (as defined in the Exchange Agreement), Parent consummates one or more Financings at a price per share that is less than the Price Requirement. The total number of Cancelled Shares shall be calculated as follows: X = Y - (A)(Y) Where X = the number of Escrow Shares to be released for cancellation by Parent. Y = the number of shares of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of its judgmentsecurities issued in the Financing.) A = the price per share of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the Financing) issued in the Financing, converted into Australian dollars in accordance with Section 1(d) below, if applicable. B = Price Requirement. (e) after three years from the Closing Date (as defined in the Exchange Agreement), to authorize the Escrow Agent to release to the Shareholders any remaining Escrow Shares, after giving effect to the Financing Release, if applicable. (f) for the purposes of this Agreement, the purchase price per share of Parent Common Stock for a financing conducted in a currency other than Australian dollars (“Foreign Currency”) shall be converted into Australian dollars based on the rate of exchange for the conversion of such Foreign Currency into Australian dollars as quoted by the Reserve Bank of Australia on the closing date of such financing.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VI of this Agreement, an aggregate number of shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock, allocated in accordance with Schedule 1.13(b)(v) amongst such holders as provided in the Note Purchase Agreement dated as of August 20, 2013 by and among Health Guru and the Lenders (aas defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents, representing ten percent (10%) The Restricted Shareholder hereby authorizes and directs the Secretary of the shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock as a result of the Merger pursuant to this Agreement, shall be deposited into escrow (the “Escrow Shares), in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Kitara, the Representative (defined below) and Continental Stock Transfer & Trust Company, or such other person designated as escrow agent (“Escrow Agent”), in form and substance as attached hereto as Exhibit A and providing for the terms contemplated by Article VI hereof (the Company“Escrow Agreement”). The Escrow Agreement shall provide that, to transfer on the Restricted 5th business day after Kitara files with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2014, but in no event later than April 15, 2015 (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, former stockholders of Health Guru in the event same proportions as originally deposited into escrow, less, for each of forfeiture the stockholders, the net of that portion of such shares stockholders’ proportion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 2.1. (b) To insure 6.1 of this Agreement attributable to the availability for delivery of stockholders’ proportion. Any Escrow Shares due to be released on the Restricted Shares Escrow Release Date that continue to be held with respect to any unresolved claim shall be delivered to the stockholders in the same proportions as originally deposited into escrow, promptly upon forfeiture pursuant such resolution, subject to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesreduction, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit as set forth herein for the indemnification obligation associated with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementresolved claim. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (ai) Simultaneously with the execution and delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement, from the Secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.17, or such other person designated by in which case, if the CompanyEscrow Agent then holds any portion of the Escrow Amount, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, then: (1) in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated a termination by the Company, the share certificates representing Escrow Agent shall return the Restricted Sharesportion of the Escrow Amount received from each Purchaser which it then holds, together to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the share assignment duly endorsed Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in blankits sole and absolute discretion, attached hereto as Exhibit A. The Restricted Shares either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and share assignment the Escrow Agent shall be held by thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Secretary Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in escrowthe case of the Closing, pursuant to the Joint Escrow Instructions receipt of written instructions from the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of Placement Agent that the Restrictions expire or Closing shall have been removed. [??As a further condition consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company's . (iii) The Company and the Employer's obligations under Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this AgreementSection 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the spouse Purchasers or Placement Agent of this Agreement or any of the Restricted Shareholder, if any, shall execute and deliver to Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Consent of Spouse attached hereto as Exhibit C.??] Upon Placement Agent directing the lapse release of the Restrictions Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the Restricted Sharespart of the Escrow Agent (collectively, the escrow agent “Escrow Agent Duties”); (iii) shall promptly deliver not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Restricted Shareholder proper Person, and shall have no responsibility for making inquiry as to, or for determining, the certificate genuineness, accuracy or certificates representing such shares in validity thereof, or of the escrow agent's possession belonging authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consents to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs If any amount is to be withheld by Buyer as security for the Secretary indemnification obligations of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited Sellers pursuant to this Article 7, Buyer shall, pursuant to the provisions of Sections 2.5 and 2.6, deliver to the Escrow Agent, as agent of Buyer, the Escrow Amount, in accordance with the terms of this Agreement and any Escrow Agreement. The Sellers acknowledge that the amounts held by the Escrow Agent shall be contingent payments eligible to be reported under the installment method pursuant to Code Section 453 and Sellers shall have the right to make any available elections thereunder. The Escrow Agent shall hold the Escrow Amount in accordance with, and subject to, the terms and conditions of any Escrow Agreement, which shall, upon execution of this Agreementamong other things, deliver provide that any interest that becomes due and deposit with payable on the Secretary of the CompanyEscrow Amount will be paid to Sellers’ Representative, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall will not be held by the Secretary in escrowEscrow Agent, whether or not there are any pending claims for indemnification pursuant to this Article 7. Promptly after the Joint Escrow Instructions delivery to Sellers’ Representative upon the release of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Escrow Amount of any cash balance of the Restrictions expire or Escrow Amount and funds in the Escrow Account to which Sellers’ Representative is entitled under any such Escrow Agreement, Sellers’ Representative shall pay to each Seller such Seller’s share of such remaining cash balances of Sellers’ Representative Reserves that have not been removed. [??As a further condition used to reimburse Sellers’ Representative for costs incurred in the Company's and the Employer's obligations performance of their duties as Sellers’ Representative under this Agreement, pro rata in accordance with the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementSellers’ respective percentage interests. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. On or before each of the Closing Dates, (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the ------ Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company escrow agent (the Consent of Spouse "Escrow Agent") identified in the Escrow Agreement attached hereto as Exhibit C.??] Upon D (the lapse "Escrow Agreement") all applicable agreements, documents, instruments and writings required pursuant to (i) Section 4.3 in regard to the First Tranche Closing (collectively, the "First Tranche Company Closing Documents") or (ii) Section 4.4 in regard to the Second Tranche Closing (collectively, the "Second Tranche Company Closing Documents" and together with the First Tranche Company Closing Documents, the "Company Closing Documents"), to be delivered by the Company including, without limitation, certificates for the number and series of Preferred Shares set forth opposite each Purchaser's name on Exhibit A or Exhibit AA, as applicable, registered in such Purchaser's name and such Purchaser's Warrants and (b) each of the Restrictions on Purchasers shall pay by wire transfer of immediately available funds into escrow in accordance with the Restricted SharesEscrow Agreement such Purchaser's Purchase Price and execute and deliver all applicable agreements, documents, instruments and writings required pursuant to (i) Section 4.1 in regard to the First Tranche Closing (collectively and together with such Purchaser's First Tranche Purchase Price, the escrow agent shall promptly deliver "First Tranche Purchaser's Closing Documents") or (ii) Section 4.2 in regard to the Restricted Shareholder Second Tranche Closing (collectively, and together with such Purchaser's Second Tranche Purchase Price, the certificate or certificates representing such shares in "Second Tranche Purchaser's Closing Documents" and together with the escrow agentFirst Tranche Purchaser's possession belonging to the Restricted ShareholderClosing Documents, and the escrow agent Company Closing Documents, the "Closing Documents"), to be delivered by such Purchaser. In regard to the First Tranche Closing, the Escrow Agent shall be discharged give notice (an "Escrow Agent Notice") to the parties hereto when the Escrow Agent has received all of all further obligations hereunder; provided, however, that the escrow agent First Tranche Company Closing Documents and First Tranche Purchaser's Closing Documents and shall nevertheless retain such certificate or certificates as escrow agent if so required deliver the First Tranche Company Closing Documents to the Purchasers and wire transfer the funds constituting the First Tranche Purchase Prices and deliver the other First Tranche Purchaser's Closing Documents to the Company pursuant to the terms of the Escrow Agreement. In regard to the Second Tranche Closing, the Escrow Agent shall give an Escrow Agent Notice to the parties hereto when the Escrow Agent has received all the Second Tranche Company Closing Documents and Second Tranche Purchaser's Closing Documents. The Company shall then give notice (the "Company Closing Notice") to the Escrow Agent and the Purchasers when all of the conditions set forth in Section 4.2 have been satisfied or waived and that it is ready to file the Registration Statement as soon as is practicable after receipt of the Purchaser Closing Notice (defined below) of each Purchaser. Each Purchaser shall give notice (each a "Purchaser Closing Notice") to the Company and the Escrow Agent that all of the conditions set forth in Section 4.4 have been satisfied or waived except for Section 4.4(l). Upon the filing of the Registration Statement, the Company shall give notice (the "Filing Notice") to the Escrow Agent and the Purchasers that such filing has occurred. As soon thereafter as is practicable on the Second Tranche Closing Date, the Escrow Agent shall deliver the Second Tranche Company Closing Documents to the Purchasers and wire transfer the funds constituting the Second Tranche Purchase Prices and deliver the other restrictions imposed Second Tranche Purchaser's Closing Documents to the Company pursuant to this the terms and conditions of the Escrow Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs Company shall cause each Member listed on Schedule 7.3 to enter into the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Escrow Agreement. (b) To insure Parent shall enter into the availability Escrow Agreement. (c) At the Closing, Parent shall deposit with the Escrow Agent the Escrow Amount without the necessity of any action at such time on such Member's part. The Escrow Agent will hold the Escrow Amount for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1application or release as set forth in this Agreement, the Restricted Shareholder hereby appoints Indemnification agreement and the SecretaryEscrow Agreement. The Escrow Amount shall be available to compensate Parent and the Surviving Corporation and their respective affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including attorneys' fees and expenses, and expenses of investigation and defense (individually a "Loss" and collectively "Losses") incurred by Parent or the Surviving Corporation, their respective officers, directors, or affiliates as a result of (i) any other person designated breach of a representation or warranty of Company contained herein, or (ii) any failure by the Company as escrow agent, as its attorney-in-fact to sell, assign perform or comply with any covenant contained herein. Parent and transfer unto the Company, Company each acknowledge that such sharesLosses, if any, forfeited pursuant would relate to this Agreement and shallunresolved contingencies existing at the Closing, upon execution of this Agreement, deliver and deposit with which if resolved at the Secretary of Closing would have led to a reduction in the Company, or aggregate consideration paid to the Members by Parent. (d) Escrow Agent shall release the Escrow Amount on the date that is 13 months after the Closing Date (the period from the Closing Date to such other person designated by the Companydate, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint "Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunderPeriod"); provided, however, that if one or more claims has been made or is pending at the escrow agent end of the Escrow Period, the Escrow Agent shall nevertheless retain in the Escrow Account shares of Parent Common Stock and Cash Amount that have a value equal to the aggregate amount of such certificate or certificates pending claims, until such claims have been finally resolved as escrow agent if so required pursuant to other restrictions imposed pursuant to this provided in the Indemnification Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. At the Closing the parties shall deposit $1,200,000 in cash (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Sharescash, together with all earnings thereon is referred to as the share assignment duly endorsed “Escrow Cash”), deducted from the total Merger Consideration otherwise payable to each of the shareholders of ProMed Company on a pro-rata basis, in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall an escrow account (“Indemnification Escrow Account”) to be held by in such Indemnification Escrow Agreement during the Secretary in escrowperiod ending two (2) years from the Effective Date (“Escrow Period”), pursuant to the Joint terms of an escrow agreement (“Escrow Instructions Agreement”) negotiated prior to the Closing by ProMed Company, the Representative (as defined in Section 1.16(a) and Holdings, with an escrow agent mutually acceptable to the parties (“Escrow Agent”). The Indemnification Escrow shall provide a source of funds for the indemnity obligations set forth in Section 7.2(a) of this Agreement and, to the extent provided in Section 7.6, the indemnity obligations set forth in Section 7.2(a) of the Company agreement and plan of reorganization for the ProMed Pomona Acquisition (the “ProMed Pomona Acquisition Agreement”). The Indemnification Escrow Account established pursuant to this Section 1.15 and the Restricted Shareholder attached hereto as Exhibit B, until all indemnification escrow account established pursuant to Section 1.15 of the Restrictions expire or ProMed Pomona Acquisition Agreement shall have been removedbe collectively referred to as the “Indemnification Escrow Fund”. [??As a further condition to Except for those claims set forth in Sections 7.2(b) and Section 7.4 of the Company's Agreement and Sections 7.2(b) and 7.4 of the Employer's obligations under this ProMed Pomona Acquisition Agreement, the spouse Indemnification Escrow Fund shall be the exclusive source of indemnity funds for claims of Holdings, Holdings Subsidiary and Surviving Corporation or their respective directors, officers, employees, agents and affiliates. Subject to Article 7, (i) on the first business day following the first anniversary of the Restricted ShareholderEffective Date, if anythe Escrow Agent shall deliver 25% of the Escrow Cash in the Indemnification Escrow Account, shall execute less any such amounts applied in satisfaction of a claim for indemnification and deliver any amounts reserved against pending claims related to the Company indemnification obligations set forth in Article 7 and claims related to the Consent indemnification obligations in the ProMed Pomona Acquisition, to each of Spouse attached hereto ProMed Company’s former shareholders, after giving effect to the Merger (“Former Shareholders”) in the same proportions as Exhibit C.??] Upon initially deposited in the lapse Indemnification Escrow Account, and (ii) on the first business day following the conclusion of the Restrictions on the Restricted SharesEscrow Period, the escrow agent Escrow Agent shall promptly deliver the remaining Escrow Cash in the Indemnification Escrow Account, less any such amounts applied in satisfaction of a claim for indemnification and any amounts reserved against pending claims related to the Restricted Shareholder indemnification obligations set forth in Article 7 and claims related to the certificate or certificates representing such shares indemnification obligations in the escrow agent's possession belonging ProMed Pomona Acquisition, to each of the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and Former Shareholders in the exercise of its judgmentsame proportions as initially deposited in the Indemnification Escrow Account.

Escrow. Escrow Agent shall hold the Fund and documents in escrow, dispose of the Fund, pro rate revenues and expenses and deliver documents only in accordance with the following provisions: (a) Simultaneously with the full execution of this Agreement, Purchaser and Seller opened an escrow (the "Escrow") with ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.A. (the "Escrow Agent"), whose address is ▇▇▇ ▇. ▇▇▇▇▇▇▇ Boulevard, Suite 1000, Tampa, FL 33602, by delivering to Escrow Agent the Initial Deposit. Within two days after the full execution of this Agreement, the parties shall deliver to Escrow Agent a fully executed copy of this Agreement. The Restricted Shareholder hereby authorizes purchase and directs the Secretary sale of the CompanyProperty shall be completed through the Escrow. This Agreement, or such other person designated by together with the Companystandard form provisions of Escrow Agent, to transfer the Restricted Shares which are subject attached hereto as Schedule "7", shall constitute joint escrow instructions to Escrow Agent in connection with the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in Escrow. In the event of forfeiture any inconsistency between the provisions of this Agreement (other than Schedule "7") and the provisions of Schedule "7", the former shall prevail. Purchaser and Seller hereby agree to execute such shares pursuant to Section 2.1additional instructions not inconsistent with this Agreement as may be reasonably required by Escrow Agent. (b) To insure At the availability for delivery Closing, the Escrow Agent shall do the following: (i) Prorate all matters in accordance with Section 3, above, based on the latest available information and obtain Seller's and Purchaser's approval of those prorations; (ii) Cause the Deed and the Prudential Lease Memorandum to be recorded; (iii) Disburse all funds deposited with Escrow Agent by Purchaser in payment of the Restricted Shares upon forfeiture pursuant to Section 2.1, Purchase Price for the Restricted Shareholder hereby appoints Property as follows: A. Deduct the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution amount of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant items chargeable to the Joint Escrow Instructions account of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed Seller pursuant to this Agreement; B. Disburse to Seller's Broker its commission relating to the sale of the Premises in accordance with a separate agreement, a copy of which was delivered to Escrow Agent and the initial commission relating to the Prudential Lease (but not any commissions owed on the Prudential Lease after the commencement date of the Prudential Lease, which commissions shall be the responsibility of Purchaser); C. The remaining balance of the funds deposited by Purchaser in the Escrow in payment of the Purchase Price shall be disbursed to Seller pursuant to its demand; (iv) Deliver to Seller the following documents: Original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Purchaser pursuant to Section 12 hereof. (v) Deliver or cause to be delivered to Purchaser the marked up Title Commitment referenced in Section 11 above and the following documents: A photostat copy of the Deed and original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Seller pursuant to Section 11 hereof. (c) The Companycosts incidental to the Closing shall be paid as follows: (i) Seller shall pay: (A) Fifty percent (50%) of the Documentary Stamps due on the Deed; (B) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (C) Fifty percent (50%) of the cost of the Survey; (D) the cost of recording the Deed; and (E) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (ii) Purchaser shall pay: (A) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (B) Fifty percent (50%) of the cost of the Survey; (C) Fifty percent (50%) of the Documentary Stamps due on the Deed; and (D) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (iii) Purchaser and Seller shall each pay their own legal fees and other incidental expenses incurred in connection with the transaction contemplated by this Agreement. (iv) Purchaser shall pay all documentary stamps, intangible taxes, and recording fees on any note, mortgage or document evidencing a security interest executed in connection with placement of debt on the Premises and any lender's title insurance policy ($250.00) and any title insurance endorsements required by lender (at promulgated rates). (v) Any other costs or expenses in connection with the transaction contemplated by this Agreement shall be apportioned in the manner customary in similar real estate transactions in ▇▇▇▇▇ County, Florida. (d) Escrow Agent shall deliver the Fund to Seller or 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 failed to pay the Purchase Price at the Closing, (B) Purchaser has otherwise defaulted under this Agreement and did not cure such default after notice as provided in Section 16(b) hereof, or its designee(C) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Fund; 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 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection 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 is unable to deliver title to the Premises as required hereby, (B) Seller has otherwise defaulted under this Agreement and did not cure such default after notice as provided in Section 17(c) hereof, or (C) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to receive the Fund; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Fund, ▇▇▇▇▇▇ Agent shall be liable for any act it may do or omit to do relieved of all liability hereunder and with respect to holding the Restricted Shares Fund. Escrow Agent shall deliver the Fund, at the election of the party entitled to receive the same, by (i) a good, unendorsed trust account 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 20(d)(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 other party may object to delivery of the Fund 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 escrow its sole and while acting absolute discretion, Escrow Agent may elect either (A) to continue to hold the Fund until Escrow Agent receives a written agreement of Purchaser and Seller directing the disbursement of the Fund, in good faith which event Escrow Agent shall disburse the Fund in accordance with such agreement; and/or (B) to take any and all actions as Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Fund into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (C) in the exercise event of any litigation between Seller and Purchaser, to deposit the Fund with the clerk of the court in which such litigation is pending. (ii) If Escrow Agent is uncertain for any reason whatsoever as to its judgmentduties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 20(d)(ii) or (iii), or Notice of Objection under Section 20(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Fund pursuant to Section 20(e)(i)(A),(B) or (C) and may decline to take any other action whatsoever. In the event the Fund is deposited in a court by Escrow Agent pursuant to Section 20(e)(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 Fund, Purchaser and Seller shall pay the attorney's 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. (f) Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent shall place the Funds in an Approved Investment. The interest, if any, which accrues on such Approved Investment shall be deemed part of the Fund; and Escrow Agent shall dispose of such interest as and with the Fund pursuant to this Agreement. Escrow Agent may not commingle the Fund with any other funds held by Escrow Agent. Escrow Agent may convert the Fund from the Approved Investment into cash or a non-interest-bearing demand account at an Approved Institution as follows: (i) at any time within three (3) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended, at any time within three (3) 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 Fund in cash or a non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of any such adjournment). (g) As used herein, the term "Approved Investment" means (i) any interest-bearing demand account or money market fund in First Union National Bank of Florida, N. A. branch located in the City of Tampa or in any other institution otherwise approved by both Seller and Purchaser (collectively, an "Approved Institution"), or (ii) any other investment approved by both Seller and Purchaser. The rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall be made in the sole discretion of Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the purpose hereof.

Escrow. Notwithstanding any provision of this Agreement to the contrary, the Closing of the Transaction contemplated hereunder shall be completed in escrow, with Michael A. Littman, Esq., acting a▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Escrow Agent"), and shall take place at his office and any funds and all documents delivered in escrow shall be held and disposed of by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement by and among Seller, Buyer and Escrow Agent, in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and this Agreement. The Escrow Agreement shall be executed and delivered by Seller, Buyer and Escrow Agent (as defined below). In furtherance of the foregoing, the following shall apply: (a) The Restricted Shareholder hereby authorizes and directs In lieu of delivering the Secretary of the CompanyPurchase Price to Seller as provided for in Section 1.3, Buyer shall deliver or such other person designated by the Companycause to be delivered, at or prior to Closing, to transfer the Restricted Shares which are subject Escrow Agent for deposit into escrow pursuant to the Restrictions from Escrow Agreement, the Restricted Shareholder to aggregate amount of $400,000 representing the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Purchase Price. (b) To insure In lieu of delivering to Buyer certificates for the availability Shares and the original Notes provided for delivery in Section 1.4, Seller shall deliver or cause to be delivered to Escrow Agent, at or prior to Closing, for deposit into escrow pursuant to the Escrow Agreement, certificate(s) registered in the name of the Restricted Shares upon forfeiture pursuant Seller representing the Shares, accompanied by stock powers duly endorsed in blank with a medallion signature guarantee by a national bank, and the original Notes together with a duly executed acceptable assignment. Prior to Section 2.1or at Closing, Seller shall also deliver to Escrow Agent certificates registered in the Restricted Shareholder hereby appoints name of the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary Seller representing an additional 600,000 shares of the Company, or such other person designated by the Company, the share certificates representing the Restricted 's common stock ("Escrow Shares"), together with the share assignment stock powers duly endorsed in blankblank with medallion signature guarantee, attached hereto to be deposited in escrow and held in accordance with Section 1.6(c) below. (c) At such time as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire conditions precedent to Closing under Article VII hereof have been satisfied by the respective parties, and no party shall be in breach of any term, warranty, representation, covenant or agreement applicable to it or him, and each party shall have been removed. [??As a further condition to the Company's and the Employer's obligations made all deliveries required by each of them under this Agreement, the spouse parties hereto shall provide written notice to Escrow Agent directing that the funds and documents deposited in escrow be disposed of in accordance with the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, Escrow Agreement and the escrow agent shall be discharged terms of all further obligations hereunderthis Agreement; provided, however, that the Escrow Agent shall retain the Escrow Shares in escrow agent to satisfy any indemnification obligations of Seller under Section 8.2 hereof and under the Assumption Agreement (as defined in Sec- tion 7.3(d) hereof) ("Indemnity Escrow"). On the date forty-five (45) days following the Closing Date, to the extent that the Indemnity Escrow has not been and is not the subject of an indemnification claim under Section 8.2 hereof or under the Assumption Agreement, the Indemnity Escrow shall nevertheless retain such certificate be released to the Seller. (d) Buyer agrees to wire transfer a total sum of $30,000 (the "Deposit") to Escrow Agent upon execution and delivery of this Agreement and the Escrow Agreement, with the Deposit to be held in escrow in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement. The Deposit shall be refunded and paid to Buyer in the event that the Transaction fails to close for any reason (other than solely as a result of Buyer's failure to satisfy the conditions precedent to Closing that are applicable to it under Section 7.2 or certificates as escrow agent if so required pursuant a result of a material breach or inaccuracy of any representation, warranty, agreement or covenant by Buyer under this Agreement). The Deposit shall be paid to other restrictions imposed pursuant Seller in the event that the Transaction fails to close solely as a result of Buyer's failure to satisfy the conditions precedent to Closing that are applicable to it under Section 7.2 or solely as a result of a material breach or inaccuracy of any representation, warranty, agreement or covenant by Buyer under this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes At the Closing, as provided in Section 2.3(c) hereof, Buyer shall deliver, by wire transfer of immediately available funds, (i) an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) and directs (ii) an aggregate amount equal to the Secretary Indemnity Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Indemnity Escrow Account”), in each case, established pursuant to the terms of the Company, or such other person designated by Escrow Agreement. The Adjustment Escrow Funds shall be maintained separately in the Company, to transfer Adjustment Escrow Account. The Indemnity Escrow Funds shall be maintained separately in the Restricted Shares which are subject Indemnity Escrow Account. Buyer and the Seller shall each be responsible for one half (1/2) of the fees and expenses of the Escrow Agent. Subject to the Restrictions from the Restricted Shareholder to the Company limitations set forth in this Agreement, nothing in this Section 2.6 shall be construed as limiting claims by a Buyer Indemnified Person for satisfaction of any indemnification or the Employer, as applicable, in the event of forfeiture of such shares other claims pursuant to Section 2.18.2 or otherwise, to the amount then held in escrow. (b) To insure Seller, the availability Company, and Buyer agree for delivery all Tax purposes that: (i) the right of Seller to the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Restricted Shares upon forfeiture Code and any corresponding provisions of state, local or non-U.S. Law, as appropriate; (ii) interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Adjustment Escrow Amount and the Indemnity Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Adjustment Escrow Amount and the Indemnity Escrow Amount, or portion thereof, shall be allocable to Buyer pursuant to Section 2.1, 468B(g) of the Restricted Shareholder hereby appoints Code and Proposed Treasury Regulation 1.468B-8; and (iv) in no event shall the Secretary, total amount of the Adjustment Escrow Amount or any other person the Indemnity Escrow Amount paid to Seller under this Agreement exceed an amount designated by the Company as escrow agent, as its attorney-in-fact Parties prior to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementClosing. (c) The CompanyOn the third (3rd) Business Day after the twelve (12)-month anniversary of the Closing Date, Buyer and Seller shall cause the Escrow Agent (in accordance with the terms of the Escrow Agreement) to pay (by wire transfer of immediately available funds) to such account(s) designated by Seller, the amount of any remaining Indemnity Escrow Funds that are not claimed by Buyer, on or its designeeprior to the twelve (12)-month anniversary of the Closing Date, shall not to be liable owed to a Buyer Indemnified Person, together with any interest earned on any such amount, for any act it distribution to Seller, all as may do or omit be provided in and pursuant to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in terms of the exercise of its judgmentEscrow Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Grantee’s unvested Shares upon cancellation and forfeiture pursuant to Section 2.14, the Restricted Shareholder Grantee hereby irrevocably appoints the Secretary, Secretary of the Company or any other person designated by the Company (the “Escrow Agent”), as escrow agent, agent and as its attorney-in-fact to sell, assign and transfer deliver unto the Company, Company such sharesunvested Shares, if any, forfeited pursuant to this Agreement the Company and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the CompanyEscrow Agent, the share certificates representing the Restricted unvested Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. . The Restricted unvested Shares and share assignment shall be held by the Secretary Escrow Agent in escrowescrow until such unvested Shares become vested, pursuant to the Joint Escrow Instructions or until such time as this Agreement is no longer in effect. Upon vesting of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent Escrow Agent shall promptly deliver to the Restricted Shareholder Grantee the certificate or certificates representing such shares vested Shares in the escrow agent's Escrow Agent’s possession belonging to the Restricted ShareholderGrantee, and the escrow agent Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent 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) . Grantee hereby irrevocably authorizes and directs the Escrow Agent to transfer the unvested Shares which have been cancelled and forfeited to the Company. The Company, or its designee, Escrow Agent shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs At the Secretary Closing, the Purchaser will withhold 10% of the CompanyExchange Shares to be issued to each Icarian Stockholder in accordance with Section 2.6(a) (rounded down to the nearest whole number of shares to be issued to such Icarian Stockholder) and deliver such shares (the "Escrow Shares") to ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, or such other person designated ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (the "Escrow Agent"), as escrow agent, to be held by Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of an escrow agreement (the "Escrow Agreement") in a form to be mutually agreed by the Companyparties hereto prior to Closing and, upon such agreement, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, be attached hereto as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Exhibit 2.7. (b) To insure The Escrow Shares will be held by the availability for delivery Escrow Agent from the Closing until the date that is twelve (12) months after the Closing Date (the "Escrow Period"). Any shares of Purchaser Common Stock or other equity securities issued or distributed by the Purchaser (including securities issued upon a Capital Change) with respect to the Escrow Shares in the Escrow Period shall be added to and considered part of the Restricted Escrow Shares. Cash dividends on the Escrow Shares upon forfeiture shall be deposited with the Escrow Agent until release thereof pursuant to Section 2.1the Escrow Agreement. The Escrow Shares withheld from each Icarian Stockholder will be represented by a certificate or certificates issued in the name of such Icarian Stockholder. Each Icarian Stockholder shall be shown as the record owner on the Purchaser's books and records of such number of Escrow Shares but, in accordance with the Restricted Shareholder hereby appoints terms of 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 CompanyEscrow Agreement, such sharesIcarian Stockholder shall not have voting rights with respect to the Escrow Shares until such Escrow Shares, if any, forfeited pursuant are released to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Icarian Stockholder pursuant to the Joint Escrow Instructions terms of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The CompanyIn the event that the Merger is approved by the Icarian Stockholders as provided herein, or its designeethe Icarian Stockholders shall, shall not without any further act of any Icarian Stockholder, be liable deemed to have consented to and approved (i) the use of the Escrow Shares as collateral for any act it may do or omit to do the Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, (ii) the appointment of Apax Partners as the representative of the Icarian Stockholders (the "Stockholder Representative") with respect to holding the Restricted Shares matters set forth in escrow Article 10 and while acting in good faith under the Escrow Agreement and in as the attorney-in-fact and agent for and on behalf of each Icarian Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of its judgmentthe power to: authorize delivery to the Purchaser of Escrow Shares in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in the Escrow Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs On the Secretary Closing Date, Purchaser shall, on behalf of the CompanyEquity Sellers, or such other person pay to JPMorgan Chase Bank, NA, as agent to Purchaser and the Equity Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the CompanyEscrow Agent, an amount equal to transfer $25,500,000 (the Restricted Shares “Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement, which are will be executed at the Closing, by and among Purchaser, the Seller Representative and the Escrow Agent (the “Escrow Agreement”). Any payment any Equity Seller is obligated to make (subject to the Restrictions from the Restricted Shareholder limitations and exceptions set forth in Section 8.4 and elsewhere in this Agreement) to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited Purchaser Indemnified Parties pursuant to this Agreement Article VIII (other than in respect of a Leakage, a Fundamental Representation or a breach of any provision of Section 6.6) shall be paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date the Seller Representative and shallPurchaser jointly instruct the Escrow Agent to make such payment and shall accordingly reduce the Escrow Amount and, upon execution of second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then such Equity Seller shall be required to pay (subject to the limitations and exceptions set forth in Section 8.4 and elsewhere in this Agreement, deliver ) all of such additional sums due and deposit with owing to the Secretary Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice and final determination of the Company, or such other person designated by sum due and owing. On the Companyfirst anniversary of the Closing Date, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment Escrow Agent shall be held by the Secretary in escrow, pursuant pay to the Joint Escrow Instructions Paying Agent the Minimum Share Percentage of the Company and First Anniversary Release Amount for further payment to the Restricted Shareholder attached hereto holders of Covered Shares pro rata in accordance with their respective holdings of Covered Shares (the amount so paid being referred to as Exhibit B, until all the “Minimum Share Release Amount”). On the first anniversary of the Restrictions expire or Closing Date, the Seller Representative shall have been removed. [??As a further condition provide to the Company's and Escrow Agent a written instruction (the Employer's obligations under this Agreement, “First Anniversary Release Instruction”) directing the spouse of the Restricted Shareholder, if any, shall execute and deliver Escrow Agent to release an amount equal to the Company First Anniversary Release Amount less the Consent of Spouse attached hereto as Exhibit C.??] Upon Minimum Share Release Amount (the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.“

Escrow. HNC will withhold from the shares of HNC Common Stock issued to each Shareholder pursuant to Section 1.1.1 and from the amount of cash otherwise payable to each Shareholder pursuant to Section 1.1.1, 10% of such shares and 10% of such cash and will deliver such withheld shares and cash (the "ESCROW AMOUNT") to State Street Bank and Trust Company of California, N.A., or a similar institution chosen by HNC (the "ESCROW AGENT"), to be held by the Escrow Agent as security for the indemnification obligations of the Shareholders under their Indemnity Agreements and pursuant to the provisions of an escrow agreement in substantially the form of EXHIBIT G hereto among HNC, the Escrow Agent and the Representatives (as defined in Section 1.1.6(b)) (the "ESCROW AGREEMENT"). (a) The Restricted Shareholder hereby authorizes With respect to each Founder, the Escrow Amount that will be withheld from the cash that would otherwise be payable to such Founder at the Closing will be separate and directs apart from (and will not reduce the Secretary of amount of) any cash that is withheld from such Founder and placed in the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject escrow created pursuant to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Liquidated Damages Escrow Agreement. (b) To insure The Shareholders, by executing and delivering written consents to the availability for delivery Merger and this Agreement, by executing and delivering Indemnity Agreements and/or by tendering their Company Certificates as provided in Section 6.2, shall be deemed to (i) adopt and agree to be bound by the Escrow Agreement (and the indemnification provisions incorporated by reference therein), (ii) appoint the Founders as representatives of the Restricted Shares upon forfeiture pursuant to Section 2.1, Shareholders (the Restricted Shareholder hereby appoints "REPRESENTATIVES") under the Secretary, or any other person designated by the Company Escrow Agreement and as escrow agent, as its attorneyattorneys-in-fact and agents for and on behalf of each Shareholder as provided in the Escrow Agreement, (iii) authorize the Representatives to selltake any and all actions and make any and all decisions required or permitted to be taken or made by the Representatives under the Escrow Agreement, assign including the exercise of the power to (A) authorize delivery to HNC of amounts in escrow in satisfaction of indemnity claims as provided therein, (B) agree to negotiate and transfer unto the Companyenter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such sharesclaims; (C) arbitrate, if anyresolve, forfeited settle or compromise any claim for indemnity made as provided therein and (D) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have unlimited authority and power to act on behalf of each Shareholder with respect to the Escrow Agreement, the disposition, settlement or other handling of all claims governed by the Escrow Agreement, so long as all Shareholders are treated in the same manner. The Shareholders will be bound by all actions taken by the Representatives in connection with the Escrow Agreement, and HNC will be entitled to rely on any action or decision of any of two of the Representatives as constituting the action or decision of the Representatives pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary their authority to act on behalf of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Shareholders pursuant to the Joint Escrow Instructions of Agreement and this Agreement. In performing the Company and functions specified in this Agreement or the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Escrow Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall Representatives will not be liable to any Shareholder for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting omission as Representatives made in good faith and in the exercise of its reasonable judgment. Any out-of-pocket costs and expenses reasonably incurred by the Representatives in connection with actions taken pursuant to the terms of the Escrow Agreement will be paid by the Shareholders to the Representatives, out of any amounts that would otherwise be distributed to the Shareholder from the escrow, pro rata in proportion to their respective percentage interests in the amount in escrow.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs On the Secretary Closing Date, the following will be placed or deposited in escrow with Robert L. Blessey, Esq. (the "Escrow Agent"): (i) ▇▇▇ ▇▇ ▇▇▇ ▇ocuments to be delivered by Sagemark at the Closing pursuant to Paragraph 8 of the Company, or such other person designated Agreement; (ii) all of the documents to be delivered by Trident Advisors at the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares Closing pursuant to Section 2.1Paragraph 9 of the Agreement; and (iii) the $625,000 cash portion of the Purchase Price payable by Trident Advisors on the Closing Date (the "Escrow Funds"). (b) To insure the availability for delivery The Escrow Agent will, without any further notice or action of any kind whatsoever, release to Sagemark and Trident Advisors, as applicable, all of the Restricted Shares upon forfeiture documents delivered to it pursuant to Section 2.1Sections 6(a)(i) and 6(a)(ii) hereof and will release to Sagemark the Escrow Funds on July 31, 2006 unless, prior to such date, Trident Advisors delivers to the Escrow Agent (or causes to be delivered), the Restricted Shareholder hereby appoints sum of $2,570,000 (the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary "Cash Purchase Price") from a replacement purchaser of the CompanyLimited Partnership Interest selected by Trident Advisors (the "Substitute Purchaser"), or such other person designated by wire transfer to the Company, the share certificates representing the Restricted SharesEscrow Agent's special attorneys escrow account as hereinafter provided, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares Regulatory Approval with respect to such purchaser and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removeddocuments required to be delivered at Closing under Paragraph 9 of the Agreement executed by the Substitute Purchaser. [??As a further condition to If the Company's Escrow Agent receives the aforementioned documents and the Employer's obligations under this AgreementCash Purchase Price from the Substitute Purchaser prior to July 31, 2006, the spouse Escrow Agent will (i) return Trident Advisors' Closing documents and the Escrow Funds to it, (ii) release the Cash Purchase Price and the Substitute Purchaser's Closing documents to Sagemark and return to Sagemark all of the Restricted ShareholderClosing documents referred to in Section 6(a)(i) hereof, if any, shall execute and (iii) deliver to the Company Substitute Purchaser, within three (3) business days thereafter, the Consent of Spouse attached hereto documents to be delivered by Sagemark at the Closing as Exhibit C.??] Upon the lapse set forth in Paragraph 8 of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver Agreement issued to the Restricted Shareholder the certificate or certificates representing Substitute Purchaser in lieu of such shares in the escrow agent's possession belonging documents previously issued to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementTrident Advisors. (c) The CompanyEscrow Agent will serve in such capacity without compensation therefor. The Escrow Agent's duties and obligations under this Amendment shall be determined solely by the express provisions of this Amendment and it shall have no other duties and no other duties shall be implied. For greater certainty, the Escrow Agent is not charged with any duties or responsibilities with respect to the Agreement. The Escrow Agent shall not be required to notify or obtain the consent, approval, authorization, or order of, any court or governmental body to perform its designeeobligations under this Amendment nor shall it be held liable to any party hereto in any manner whatsoever for having carried out instructions it has received in accordance with this Amendment or complying with its obligations hereunder. (d) In the event the Escrow Agent shall be uncertain as to any of its duties or rights hereunder or in the event of any disagreement among the parties hereto or the presentation to the Escrow Agent of any adverse claim or demand by Trident Advisors or Sagemark in connection with the disbursement of the Escrow Funds, the Escrow Agent may, at its option after providing written notice to Trident Advisors and Sagemark of such disagreement or adverse claim or demand, refuse to comply with any such claim or demand during the continuance of such disagreement or adverse claim or demand and may refrain from disbursing any amount from the Escrow Funds, and in so doing, the Escrow Agent shall not become liable to Trident Advisors or Sagemark due to its failure to comply with such adverse claim or demand. In the event of any such disagreement or adverse claim or demand, the Escrow Agent shall be entitled, at its option and without liability, to file a lawsuit in interpleader and obtain a court order requiring the parties to interplead and litigate a resolution of any such disagreement or adverse claim or demand. In the event such interpleader lawsuit is commenced, the Escrow Agent shall be fully released and discharged from all obligations to further perform any and all duties or obligations imposed upon it in relation to the disputed amount except as may be required by a court order in such lawsuit. Trident Advisors and Sagemark each jointly and severally agree to reimburse the Escrow Agent for all costs, expenses, and reasonable attorney's fees expended or incurred by the Escrow Agent in connection with any such lawsuit. (e) If Trident Advisors or Sagemark or any other person obtains a judgment of a court of competent jurisdiction directing the Escrow Agent to release the Escrow Funds, or any part thereof, in respect of which no right of appeal lies or in respect of which the time for appeal therefrom has expired, and delivers a copy of such judgment or order to the Escrow Agent, the Escrow Agent shall promptly thereafter release the Escrow Funds in accordance with the terms of such judgment or order and is hereby irrevocably authorized to do so by Trident Advisors and Sagemark. Trident Advisors or Sagemark, as applicable, agree to provide a copy of any such judgment to the other provided that the failure to provide such copy will not affect any of the rights or obligations of the Escrow Agent under this Agreement. (f) The Escrow Agent shall not be liable to Trident Advisors or Sagemark by reason of an error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which it may do or omit refrain from doing in connection with this Amendment, except for any liability to do Trident Advisors or Sagemark caused by or arising out of the Escrow Agent's judicially determined gross negligence or willful misconduct. In no event, however, will the Escrow Agent be liable to Trident Advisors or Sagemark for any indirect, special, consequential or punitive damages. (g) The Escrow Agent shall be entitled to rely on, without any independent inquiry, and shall be protected in acting in reliance upon, any instructions or directions furnished to it in writing by Trident Advisors or Sagemark pursuant to any provisions of this Amendment and shall be entitled to treat as genuine, any letter, paper, or other document furnished to it and believed by it to be genuine and to have been signed and presented by the proper party or parties without any independent inquiry. (h) Trident Advisors and Sagemark each hereby release and forever discharge the Escrow Agent from any and all claims, demands, costs (including legal fees and disbursements), damages, liabilities, obligations, actions or causes of action incurred, sustained or made by or against any party hereto and hereby jointly and severally agree to indemnify, defend, and hold the Escrow Agent harmless from and against all losses, damages, costs, charges, liabilities, and expenses, including all costs of litigation, investigation and legal fees incurred by the Escrow Agent which arise directly or indirectly out of its entering into this Amendment or its conduct as Escrow Agent pursuant to this Amendment (the "Losses"), except with respect to holding any Losses which are caused by the Restricted Shares in escrow Escrow Agent's judicially determined willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice and while acting shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the exercise opinion of such counsel. (i) The Escrow Agent reserves the right to resign as the Escrow Agent at any time upon five (5) business days notice thereof to Trident Advisors and Sagemark. Upon any such notice of resignation by the Escrow Agent, Trident Advisors and Sagemark shall appoint a replacement escrow agent within such five (5) day period commencing on the date of any such notice of resignation. The Escrow Agent will deliver the Escrow Funds to such replacement escrow agent upon its judgmentreceipt of notice from Trident Advisors and Sagemark of the appointment of such replacement escrow agent. If no such replacement escrow agent has been appointed within such five (5) day period, the Escrow Agent may, at the expense of Trident Advisors and Sagemark, petition any court of competent jurisdiction for the appointment of a successor escrow agent. Upon any such appointment of a successor escrow agent, the escrow agent shall forward the Escrow Funds and all documents held by it in escrow pursuant to the terms of this Amendment to such successor escrow agent. (j) Wire transfers of payments to the Escrow Agent under this Amendment shall be made to: (k) The provisions of subparagraphs (c) through (h) of this Section 6 will survive the expiration or termination of the Agreement or this Amendment.

Escrow. Notwithstanding any provision of this Agreement to the contrary, in lieu of delivering to holders of shares of Company Common Stock certificates for the full number of shares of Parent Common Stock provided for in Section 2.7, Parent shall deliver or cause to be delivered (aA) The Restricted Shareholder hereby authorizes and directs to each such holder one or more certificates, registered in the Secretary name of such holder (subject to Section 2.8(e)), for a number of shares of Parent Common Stock equal to 90% of the Company, or aggregate number of shares of Parent Common Stock otherwise issuable to such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares holder pursuant to Section 2.1. 2.7; and (bB) To insure to State Street Bank and Trust Company as escrow agent (the availability "Escrow Agent") for delivery deposit into the escrow fund (the "Escrow Fund") provided for in the escrow agreement in the form attached as Exhibit 2.8 hereto (the "Escrow Agreement"), to secure the indemnity obligations under Section 11.2, one or more certificates, registered in the name of the Restricted Shares upon forfeiture Escrow Agent, for a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 2.12.7 upon conversion of all of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, all of which will be held as part of the Restricted Shareholder hereby appoints the Secretary, or any other person designated Escrow Fund and disposed of by the Company Escrow Agent in accordance with the provisions of the Escrow Agreement. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate the Parent Indemnitees as escrow agent, as its attorney-in-fact provided in Article 11. The Escrow Agreement is incorporated herein by reference and shall be considered part of this Agreement. By voting for or failing to sell, assign and transfer unto dissent from the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution approval of this Agreement, deliver each Company Shareholder automatically and deposit with without any further act or deed irrevocably agrees that: (A) such Company Shareholder accepts and shall be bound by the Secretary terms and provisions of the CompanyEscrow Agreement; and (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or his successor as provided in the Escrow Agreement) is appointed Shareholder Representative (the "Shareholder Representative") for purposes of the Escrow Agreement with all rights, or such other person designated powers and authority provided for in the Escrow Agreement and that any action taken by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Shareholder Representative pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent Agreement shall be discharged of all further obligations hereunder; providedconclusive, howevervalid, 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 binding and enforceable with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmenteach such Company Shareholder.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs purchase price for the Secretary sale of the Companynotes will be placed in escrow pending completion of the acquisition of oil and gas properties from Plains Exploration & Production Company (the “Acquisition”) and MMR’s raising additional capital in an amount of $500 million from Freeport-McMoRan Copper & Gold Inc. (the “Additional Financing”). Any amounts held in escrow may be invested in certain specific investments as directed by MMR. The release of the purchase price for the sale of the notes from the escrow account to MMR as payment for the notes, and issuance thereof, is conditioned upon the concurrent completion of the Acquisition and the Additional Financing. If (i) the Acquisition and Additional Financing are not consummated on or prior to March 31, 2011, or such other person designated by (ii) MMR provides notice that the CompanyAcquisition or Additional Financing will not be consummated, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicablethen, in the event of forfeiture of any such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Sharescase, the escrow agent shall will promptly deliver return holders’ funds to them, with a commitment fee in an amount equal to 4% per annum in respect of the Restricted Shareholder time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and interest earned on the certificate or certificates representing such shares funds while held and invested in the escrow agent's possession belonging to the Restricted Shareholderescrow, and MMR will not issue the notes. If the conditions to closing specified above are satisfied, then (x) the escrow agent shall will release holders’ funds to MMR concurrently upon MMR’s issuance of the notes to the holders that placed funds in escrow, (y) MMR will pay to the holders a commitment fee in an amount equal to 2% per annum in respect of the time period during which holders’ funds were held in escrow, which will be discharged funded by a combination of all further obligations hereunder; providedMMR’s separate payment and interest earned on the funds while held and invested in escrow, howeverand (z) interest on the notes will accrue at the rate specified opposite “Interest” above from the date on which the notes were originally issued. Registration Rights: MMR will enter into a registration rights agreement for the benefit of the holders of the notes, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed which it will agree to file a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of the notes and the shares of common stock issuable upon conversion thereof. MMR will use its commercially reasonable efforts (i) to cause such shelf registration statement to become effective no later than 30 days after the date of original issuance of the notes, and (ii) to keep it effective until such date that all of the notes and the MMR common stock issuable upon conversion thereof cease to be outstanding or have either been (x) sold or otherwise transferred pursuant to this Agreementan effective registration statement or (y) sold pursuant to Rule 144 under circumstances in which any legend borne by the notes or common stock relating to restrictions on transferability thereof is removed or such notes or common stock are eligible to be sold by the holders thereof (other than MMR’s affiliates) without restriction pursuant to the volume limitations of Rule 144 under the Securities Act or any successor rules thereto or otherwise. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary Escrow Agent agrees to hold all of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are Escrow Res in escrow subject to the Restrictions from the Restricted Shareholder to the Company or the Employerfollowing terms and conditions, as applicable, which shall control in the event of forfeiture any conflict between the provisions hereof and those reflected in any other instruments. (1) The Escrow Res, or any portion thereof, may be disbursed at any time upon notification in writing, signed by both Principals, such writing to be orally confirmed by the Escrow Agent; or (2) The Escrow Res, or any portion thereof, may be disbursed upon receipt of separate written instruments, one from each Principal, otherwise meeting the requirements of Section I(a)(1); or (A) The Escrow Agent will deliver the portion of the Escrow Res to be distributed to the Qualifying Recipients to WRI's transfer agent, provided that it is registered as such shares and in good standing with the Commission (the "WRI Transfer Agent"), at such time as the Escrow Agent is notified that the registration statement filed by WRI with the Commission registering the Escrow Res for distribution to the Qualifying Recipients (the "WRI Registration Statement") has been declared effective by the Commission, with signature medallion guaranteed, as required to permit distribution of the Escrow Res to the Qualified Recipients in the manner called for by the WRI Registration Statement. (B) The Escrow Agent will deliver the portion of the Escrow Res to be delivered to ▇▇. ▇▇▇▇▇▇, to ▇▇. ▇▇▇▇▇▇ pursuant to the terms of the Principles' Agreement, concurrently with ▇▇. ▇▇▇▇▇▇'▇ delivery to the Escrow Agent, with signature medallion guaranteed, as required to permit immediate cancellation by AmeriNet of the shares of AmeriNet common stock which ▇▇. ▇▇▇▇▇▇ is required to return to AmeriNet under the terms of the Principles' Agreement. (C) The Escrow Agent will deliver the portion of the Escrow Res to be delivered to Yankees pursuant to the terms of the Principles' Agreement, concurrently with the distribution of AmeriNet common stock to the Qualifying Recipients, as described in Section 2.11(a)(3)(A) above. (4) In the event that WRI fails to secure an effective date for the Registration Statement in a manner rendering it abandoned under federal securities laws, regulations or rules, then the Escrow Agent shall immediately convey the Escrow Res other than that theretofore tendered to ▇▇. ▇▇▇▇▇▇, to the order of Yankees, for disposition as Yankees deems appropriate, in its sole discretion. (5) In the event that the Escrow Agent has not received acceptable dispositive instructions from the Principals within 12 months after the date of this Escrow Agreement, he may, at his option, initiate an action in the nature of interpleader and deposit the Escrow Res in the registry of a court of competent jurisdiction, for disposition. (6) In the event that either Principal fails to provide the Escrow Agent with confirmation of disbursement instructions satisfactory to the Escrow Agent after receipt of a disbursement demand from the other Principal, the Escrow Agent may, at his option, initiate an action in the nature of interpleader and deposit the Escrow Res in the registry of a court of competent jurisdiction, for disposition. (b) To insure the availability Unless otherwise provided for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1in this Escrow Agreement or any addendum hereto, the Restricted Shareholder hereby appoints Escrow Agent shall disburse the Secretary, Escrow Res without interest or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed accumulation in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementvalue. (c) The Company, or its designee, Escrow Agent shall not be liable for deemed to have knowledge of any act it matter or thing unless and until the Escrow Agent has actually received written notice of such matter or thing and the Escrow Agent shall not be charged with any constructive notice whatsoever. (d) In the event the Escrow Res consist in whole or in part of stocks, bonds or certificates of deposit (or any other property which may do fluctuate in value) the Escrow Agent shall hold in escrow, pursuant to this Escrow Agreement, any proceeds of the Escrow Res actually delivered to the Escrow Agent and realized as a result of splits, calls, redemptions or omit otherwise, but shall not be obligated to do ascertain the existence of (or initiate recovery of) such proceeds or to become or remain informed with respect to holding the Restricted Shares possibility or probability of such proceeds being realized at any time in escrow the future, or to inform any Principal(s) or any third party with respect to the nature and extend of any proceeds realized, except upon the written request of such party, or to monitor current market values of the Escrow Res. Furthermore, the Escrow Agent shall not be obligated to proceed with any action or inaction based on information with respect to market values of the Escrow Res which the Escrow Agent may in any manner learn, nor shall the Escrow Agent be obligated to inform the Principal(s) or any third party with respect to market values of any one or more of the Escrow Res at any time, the Escrow Agent having no duties with respect to investment management or information, all Principals(s) understanding and intending that Escrow Agent's responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Res while deposited with the Escrow Agent shall be at the sole risk of Principal(s). (e) In the event instructions from Principal(s) would require the Escrow Agent to expend any funds or to incur any cost, the Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. (f) The Principal(s) acknowledge and agree that nothing in this Escrow Agreement shall prohibit the Escrow Agent from (1) serving in a similar capacity on behalf of the others or (2) acting in good faith the capacity of attorney for one or more Principal(s) in connection with any matter. (g) The Parties acknowledge that the Qualified Recipients and Yankees shall be third party beneficiaries under this Escrow Agreement for purposes of enforcing rights to receipt of the Escrow Res, as provided for in the exercise of its judgmentthis Escrow Agreement.

Escrow. (ai) Simultaneously with the execution and delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement, from the Secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) the termination of this Agreement in accordance with Section 6.18, or such other person designated by in which case, if the CompanyEscrow Agent then holds any portion of the Escrow Amount, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, then: (1) in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated a termination by the Company, the share certificates representing Escrow Agent shall return the Restricted Sharesportion of the Escrow Amount received from each Purchaser which it then holds, together to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the share assignment duly endorsed Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in blankits sole and absolute discretion, attached hereto as Exhibit A. The Restricted Shares either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and share assignment the Escrow Agent shall be held by thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Secretary in escrowEscrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) the Closing, pursuant to the Joint Escrow Instructions receipt of written instructions from the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of Placement Agent that the Restrictions expire or Closing shall have been removed. [??As a further condition consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be set forth in such instructions), (2) to the Company's ’s Counsel, the fees payable to such Company Counsel, and (3) the balance of the aggregate purchase price to the Company. (iii) The Company and the Employer's obligations under Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this AgreementSection 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the spouse Purchasers or Placement Agent of this Agreement or any of the Restricted Shareholder, if any, shall execute and deliver to Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Consent of Spouse attached hereto as Exhibit C.??] Upon Placement Agent directing the lapse release of the Restrictions Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company or the Placement Agent (or the Purchaser in accordance with Section 2.1(d)(ii)(A)), each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the Restricted Sharespart of the Escrow Agent (collectively, the escrow agent “Escrow Agent Duties”); (iii) shall promptly deliver not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Restricted Shareholder proper Person, and shall have no responsibility for making inquiry as to, or for determining, the certificate genuineness, accuracy or certificates representing such shares in validity thereof, or of the escrow agent's possession belonging authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, unless such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. Supplier shall, promptly after the Effective Date, deposit into escrow (athe “Escrow”) The Restricted Shareholder hereby authorizes and directs the Secretary of the CompanySource Code for any Software embedded in, or such other person designated by used in connection with the Companydevelopment of, to transfer the Restricted Shares which are subject to Products (including the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicableback-end), in each case owned by Supplier or its Subsidiaries, along with any related documentation and materials (including Technical Manufacturing Information and Product Information) and any Software comprised in the event of forfeiture of such shares pursuant to Section 2.1. ▇▇▇▇ IP (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1collectively, the Restricted Shareholder hereby appoints “Escrow Materials”). Supplier will, from time to time, provide Customer with a list of all third-party Software embedded in the SecretaryEscrow Materials and required to use the Escrow Materials. Supplier agrees, or any other person designated by during the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution term of this Agreement, deliver to deposit into such Escrows (on a quarterly basis and deposit with for every major new release or similar item, in each case within ten (10) days thereof) any updates to the Secretary Escrow Materials. The agreed escrow agreement for any Escrow Materials in the ▇▇▇▇ Catalog Products is set forth on Schedule 9.13 hereof. The Parties agree that the Escrow agreement for any Escrow Materials in the Verisure Developed Products will be entered into upon the completion of the Company, or such other person designated first SOW entered into by the CompanyParties and will have terms substantially similar to the agreement on Schedule 9.13. The Escrow agreements will be deemed “supplementary to” this Agreement for purposes of bankruptcy law. The conditions for release of Escrow shall be limited to the occurrence of a Late Stability Triggering Event or, in respect of Verisure Developed Products, the share certificates representing occurrence of a Supply [***] = Certain Confidential Information Omitted 48 Triggering Event or the Restricted Sharestermination of this Agreement (other than a termination under Section 11.03(d); and provided, together with further, that Customer’s access to any ▇▇▇▇ IP in the share assignment duly endorsed ▇▇▇▇ ▇▇▇▇▇ Services applies only in blank, attached hereto as Exhibit A. The Restricted Shares respect of a Late Stability Triggering Event). Customer will pay for the reasonable and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions documented fees of the Company Escrow agent (reasonably acceptable to Customer) and for the Restricted Shareholder attached hereto as Exhibit B, until all expense of the Restrictions expire or shall have been removed. [??As a further condition one employee solely dedicated to the Company's and the Employer's fulfilling Customer’s obligations under this AgreementSection 9.13 (provided, Supplier shall have received Customer’s prior written consent for any such fees and or expenses) (collectively, the spouse “Escrow Costs”). During the period in which Supplier is in material breach of its obligations under this Section 9.13 or the Restricted Shareholderseparate escrow agreement, if any, Supplier shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentEscrow Costs.

Escrow. (a) The Restricted Shareholder Holder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, Company to transfer the Restricted Unreleased Shares as to which are subject the Forfeiture Option is effective from Holder to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Company. (b) To insure the availability for delivery of the Restricted Holder’s Unreleased Shares upon forfeiture pursuant to Section 2.13.1, the Restricted Shareholder Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, agent as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesUnreleased Shares, if any, forfeited pursuant to this Agreement the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, Company the share certificates representing the Restricted Unreleased Shares, together with the share stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to this Agreement in the form attached hereto as Exhibit B. The Restricted Unreleased Shares and share stock assignment shall be held by the Secretary Company’s designee in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder Holder attached hereto as Exhibit BC hereto, until all the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Unreleased Shares, the escrow agent shall promptly deliver to the Restricted Shareholder Holder, upon request, the certificate or certificates representing such shares Shares in the escrow agent's ’s possession belonging to the Restricted ShareholderHolder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. 20.1 Escrow Agent shall hold the Downpayment and all interest accrued thereon, if any, in escrow, and shall dispose of the Downpayment only in accordance with the provisions of this Article 20. Unless otherwise stated herein below, all references to the Downpayment shall include such accrued interest, if any. 20.2 Escrow Agent shall deliver the Downpayment to Seller or Purchaser, as the case may be, as follows: (a) The Restricted Shareholder hereby authorizes and directs the Secretary to Seller, upon completion of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1.Closing; (b) To insure the availability for delivery to Seller, after receipt of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to Seller’s demand in which Seller certifies either that: (i) Purchaser has defaulted under this Agreement; or (ii) this Agreement has been otherwise terminated or canceled, and shallSeller is thereby entitled to receive the Downpayment, upon execution but Escrow Agent shall not honor Seller’s demand until more than ten (10) days after Escrow Agent has given a copy of this AgreementSeller’s demand to Purchaser in accordance with Section 20.3, deliver and deposit with the Secretary nor thereafter if Escrow Agent receives a Notice of the CompanyObjection from Purchaser within such ten (10) day period; or (c) to Purchaser, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed after receipt of Purchaser’s demand in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations which Purchaser certifies either that: (i) Seller has defaulted under this Agreement, or (ii) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the spouse 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 20.3, nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Restricted ShareholderDownpayment, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent Escrow Agent shall be discharged relieved 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 liability hereunder with respect to holding the Restricted Shares in escrow and while acting in good faith and in Downpayment. Escrow Agent shall deliver the exercise Downpayment, at the election of its judgment.the party entitled to receive the same, by:

Escrow. As soon as reasonably practicable following the Commencement Date, the Service Provider shall enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Purchaser in relation to the software and/or documentation agreed by the Parties that is to be deposited in escrow (a) the “Escrowed Material”). The Restricted Shareholder hereby authorizes and directs Service Provider shall deposit the Secretary Escrowed Material with the Escrow Agent on the basis of the Companyterms agreed in the Escrow Agreement within ten (10) days of the date of the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Purchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such notification the Purchaser is under no obligation to vary its arrangements for making payments or for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof to: any Government Body; or any other person designated body established by the CompanyCrown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the burden of the Service Provider’s obligations under this Contract. Any change in the legal status of the Purchaser such that it ceases to transfer the Restricted Shares which are be a Government Body shall not, subject to clause 39.6, affect the Restrictions from the Restricted Shareholder validity of this Contract. In such circumstances, this Contract shall bind and inure to the Company benefit of any successor body to the Purchaser. If the rights and obligations under this Contract are assigned, novated or otherwise disposed of pursuant to clause 39.4 to a body which is not a Government Body or if there is a change in the Employer, legal status of the Purchaser such that it ceases to be a Government Body (in the remainder of this clause both such bodies being referred to as applicable, the “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency or Change of Control) shall be available to the Service Provider in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure respectively, the availability for delivery bankruptcy or insolvency, or Default of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company Transferee; and the Restricted Shareholder attached hereto as Exhibit BTransferee shall only be able to assign, until all novate or otherwise dispose of the Restrictions expire or shall have been removed. [??As a further condition to the Company's its rights and the Employer's obligations under this AgreementContract or any part thereof with the prior consent in writing of the Service Provider. The Purchaser may disclose to any Transferee any Service Provider Confidential Information which relates to the performance of the Service Provider’s obligations under this Contract. In such circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are its own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the spouse invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the Sub-contractor or in respect of a sum otherwise due by the Sub-contractor to the Service Provider, payment must be made to the Sub-contractor without deduction; notifies the Sub-contractor that the Sub-contract forms part of a larger contract for the benefit of the Restricted ShareholderPurchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, if any, shall execute and deliver that matter may be referred by the Sub-contractor to the Company Purchaser; requires that all contracts with Sub-contractors and suppliers which the Consent of Spouse attached hereto as Exhibit C.??] Upon Sub-contractor intends to procure, and which the lapse Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the Restrictions on contract; includes provisions requiring the Restricted Shares, conduct of audits; and is in the escrow agent shall promptly deliver same terms as that set out in this clause 41.3 (including this clause 41.3.5 subject only to modification to refer to the Restricted Shareholder correct designation of the certificate or certificates representing such shares equivalent party as the Service Provider and Sub-contractor as the case may be. The Service Provider shall also include in every Sub-contract: a right for the Service Provider to terminate that Sub-contract if the relevant Sub-contractor fails to comply in the escrow agent's possession belonging performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events specified in clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in any Sub-contract which it awards. Where requested by the Purchaser, copies of any Sub-contract must be sent by the Service Provider to the Restricted Shareholder, Purchaser as soon as reasonably practicable. Where the Service Provider proposes to enter into a Sub-contract it must: advertise its intention to do so in at least one trade journal and the escrow agent shall be discharged Public Contracts Scotland Portal; and follow a procedure leading to the selection of all further obligations hereunder; providedthe Sub-contractor which ensures reasonable competition following principles of equal treatment, however, non-discrimination and transparency and which ensures 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 Agreementprocedure is accessible by small and medium enterprises. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) 2.1 The Restricted Shareholder Securityholder hereby authorizes places and deposits in escrow with the Escrow Agent the Escrowed Shares and hereby delivers to the Escrow Agent the certificates identified in Schedule “A” representing the Escrowed Shares. If at any time and for any reason one or more replacement certificates are issued representing the Escrowed Shares or if the Escrowed Shares are converted or exchanged into shares of another class, series or company, the Securityholder agrees to deliver such replacement certificate or certificates, or the certificates representing the shares in another class, series or new company, to the Escrow Agent. While the Escrowed Shares are in escrow, the Securityholder shall be entitled to all rights as the beneficial and registered owner of the Escrowed Shares including, without limitation, the right to vote and to receive all dividends and other distributions in respect of the Escrowed Shares. 2.2 The Escrowed Shares and the beneficial ownership of or any interest in, and the certificates representing, the Escrowed Shares shall not be transferred, gifted, sold, assigned, mortgaged, pledged, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise dealt with in any manner except as expressly provided in Section 3. 2.3 The Securityholder hereby directs the Secretary of Escrow Agent to retain the CompanyEscrowed Shares and the certificates representing the Escrowed Shares and not to do or cause anything to be done to release the Escrowed Shares from escrow or to allow any transfer, gift, assignment, mortgage, pledge, hypothecation or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, alienation thereof except as applicable, expressly provided in the event of forfeiture of such shares pursuant to Section 2.1section 3. (b) To insure 2.4 The Corporation hereby acknowledges the availability for delivery terms and conditions of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant agrees to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until take all of the Restrictions expire or shall have been removed. [??As a further condition reasonable steps to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementfacilitate its performance. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes parties agree and directs the Secretary acknowledge that availability of the Company, or such other person designated by product proprietary technology of the Company, to transfer the Restricted Shares which are subject Seller is critical to the Restrictions from Buyer in the Restricted Shareholder conduct of its business and therefore the Buyer needs access to the Company or proprietary technology under certain circumstances. Buyer and Seller desire to establish an escrow account with a third party to provide for the Employerretention, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery administration and controlled access of the Restricted Shares upon forfeiture pursuant proprietary product technology of the Seller. Buyer has previously entered into a Three-Party Master Beneficiary Escrow Service Agreement No. 34000 with Iron Mountain (the “Escrow Agent”) dated March 12, 2008 attached hereto as Attachment 2 (the “Escrow Agreement”). Seller hereby agrees to Section 2.1, be bound by all of the Restricted Shareholder hereby appoints provisions of the Secretary, or any other person designated by Escrow Agreement. Seller shall complete and execute the Company Depositor Enrollment Form attached hereto as escrow agent, as its attorney-in-fact to sell, assign and transfer unto Attachment 3 (the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon “Enrollment Form”) within one hundred twenty (120) days of execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed . The product proprietary technology placed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, escrow pursuant to the Joint Escrow Instructions Agreement shall include the materials identified in Attachment 4 which will be attached to the Enrollment Form and provided to the Escrow Agent within one hundred twenty (120) days of execution of this Agreement. Buyer shall pay all fees associated with the Escrow Agreement, including but not limited to being the “Paying Party” for all services identified in Exhibit A of the Company Escrow Agreement that are requested by Buyer.” 6. Except as expressly amended above, all other terms and the Restricted Shareholder attached hereto as Exhibit B, until all conditions of the Restrictions expire Agreement as amended will continue in full force and effect without change or shall have been removedmodification. [??As a further condition to the Company's and the Employer's obligations under this AgreementIN WITNESS OF THIS AGREEMENT, the spouse parties have signed below by their authorized officers, effective as of the Restricted Shareholderlater date below: By: /s/ ▇▇▇▇ CHATEAU By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Chateau ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: V.P, if any, shall execute Supply Line Title: President & CEO Date: 2-1-11 Date: 1/26/11 NVE and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, Pacesetter Confidential Attachment 2 – Iron Mountain Three-Party Master Beneficiary Escrow Services Agreement Attachment 3 – Depositor Enrollment Form NVE and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.Pacesetter Confidential THREE-PARTY MASTER BENEFICIARY ESCROW SERVICE AGREEMENT

Escrow. Unless Purchaser is a Section 2.1(c)(iii) Purchaser, concurrent with the signing hereof, (ai) The Restricted Shareholder hereby authorizes each Purchaser has (A) deposited the Subscription Amount with American Stock Transfer & Trust Company, LLC, as Escrow Agent (“AST” and, collectively with any Custodians, the “Escrow Agent”), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit I) between the Company and directs AST (as it may be amended or otherwise modified from time to time, the Secretary “AST Escrow Agreement”, and collectively with any Custodian Agreements, the “Escrow Agreement”) or (B) segregated cash equal to the Subscription Amount in an account with a custodian (a “Custodian”) of funds held on behalf of an “investment company” under the Investment Company Act of 1940, as amended, pursuant to binding escrow instructions (“Custodian Agreements”) for release of such funds by such Custodian to the Company, at the direction of the Company, or such other person designated by upon the Companysatisfaction of conditions set forth in the AST Escrow Agreement, to transfer and (ii) the Restricted Shares which are subject Company has issued instructions to the Restrictions from Transfer Agent authorizing the Restricted Shareholder issuance, in book-entry form, of the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature page hereto, that such Purchaser will receive Preferred Shares in certificated form, then the Company shall instead instruct the Transfer Agent to issue such specified Preferred Shares in certificated form (the “Stock Certificates”), or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto) concurrent with the Escrow Agent’s release of the Subscription Amount to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

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

Escrow. (a) Upon receipt thereof, Winter Harbor shall deposit in an interest bearing escrow (the "Escrow") the Purchase Price and those securities issued to Winter Harbor pursuant to the Securities Exchange Agreement (such securities and any additional or other shares or securities or property into which such securities are converted or for which such securities are exchanged including through any reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, or other transaction being the "Issued Securities"). The Restricted Shareholder hereby authorizes Escrow shall terminate, and directs the Secretary remaining contents thereof transferred to Winter Harbor, free and clear of any claim, liens, encumbrances by Purchaser or any Purchaser Indemnified Party, upon the first occurrence of an Escrow Termination Event. An Escrow Termination Event shall have occurred upon the earlier of (i) the end of the Company540th day after the date of this Agreement, if during such period no Red Cube AG Claim premised upon the Red Cube AG Securities Purchase Agreement has been initiated (other than a claim in connection with the mediation currently pending before the American Arbitration Association), and (ii) the final resolution or such other person designated by settlement of all claims brought against Winter Harbor or Purchaser before the Company, 540th day after the date of this Agreement that could result in potentially indemnifiable losses related to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1any Red Cube AG Claim. (b) To insure the availability for delivery Winter Harbor and Purchaser acknowledge that as a result of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated transaction contemplated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver there is a risk that Purchaser or a Purchaser Indemnified Party may be exposed to (i) Losses resulting from a determination and deposit with the Secretary order by a court of the Companycompetent jurisdiction, arbitral panel or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrowadjudicatory entity that, pursuant to the Joint Red Cube AG Securities Purchase Agreement, Red Cube AG is entitled to the transfer of ownership from Purchaser of all or substantially all the Covered Securities (a "Specific Performance Claim") or (ii) Losses premised upon the Red Cube AG Securities Purchase Agreement and which arise from a Red Cube AG Claim which is not a Specific Performance Claim (a "Red Cube Damage Claim"). If, prior to the occurrence of an Escrow Instructions Termination Event, Purchaser or a Purchaser Indemnified Person gives notice of a Specific Performance Claim or a claim under Section 6.1(a) above, then Winter Harbor shall, solely out of and up to a maximum of the Company Issued Securities and Purchase Price deposited in the Restricted Shareholder attached hereto as Exhibit BEscrow, until indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Specific Performance Claim or claim under Section 6.1(a) above. If, prior to the occurrence of an Escrow Termination Event, Purchaser or a Purchaser Indemnified Person gives notice of a Red Cube Damage Claim, then Winter Harbor shall, solely out of and up to a maximum of the Restrictions expire or Issued Securities deposited in the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Red Cube Damage Claim. Winter Harbor's total aggregate liability for all Specific Performance Claims and all claims under Section 6.1(a) above shall have been removed. [??As a further condition not exceed the loss of its right to the CompanyIssued Securities and Purchase Price deposited in the Escrow. Winter Harbor's and total aggregate liability for all Red Cube Damage Claims shall not exceed the Employer's obligations under this Agreement, the spouse loss of the Restricted Shareholder, if any, shall execute and deliver its right to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares Issued Securities deposited in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementEscrow. (c) The CompanyAll Losses properly due a Purchaser or Purchaser Indemnified Person pursuant to this Section 6.3, Section 6.1 and Section 6.2 (including, without limitation, reimbursement of attorneys' or its designee, other professional fees arising out of article VI of this Agreement) shall not first be liable satisfied by transferring to Purchaser or the applicable Purchaser Indemnified Party a number of Issued Securities determined by dividing the applicable Loss by the then current market price (as calculated by the average closing price for any act it may do or omit to do with respect to holding I-Link common stock for the Restricted Shares in escrow and while acting in good faith and most recent ten (10) days upon which such securities traded) of such shares. In the event that the total number of Issued Securities then deposited in the exercise Escrow is insufficient to satisfy the applicable Losses, and solely where such Losses arise exclusively and solely from a Red Cube Specific Performance Claim or from a claim under Section 6.1(a), any shortfall shall be satisfied by transferring to the Purchaser or applicable Purchaser Indemnified Person, a portion, up to a maximum of its judgmentthe total Purchase Price, of the cash proceeds then deposited in the Escrow.

Escrow. (a) The Restricted Shareholder hereby authorizes Within [***] after REGENXBIO’s request, the Parties and directs the Secretary Escrow Agent will enter into an agreement pursuant to which the Escrow Materials will be deposited with the Escrow Agent and released to REGENXBIO under certain conditions (the “Escrow Agreement”). REGENXBIO will pay the Escrow Agent’s fees arising under such Escrow Agreement. Promptly after execution of the CompanyEscrow Agreement, or such other person designated by the CompanyClearside will, to transfer the Restricted Shares which extent Controlled by Clearside, deposit copies of the complete design history file for the Clearside Device, including the device master record and all documents referenced within. For clarity, this includes but is not limited to copies of all design requirements, specifications, technical drawings, standard operating procedures, component lists, and supplier lists relating to Manufacture of the Clearside Device and any other written materials maintained by Clearside or its Affiliates that are subject necessary for or used in the Manufacture of the Clearside Device (the “Escrow Materials”). The deposit of the Escrow Materials with the Escrow Agent will not affect Clearside’s right, title or interest in or to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Escrow Materials. (b) To insure The Escrow Agreement will require the availability for delivery Escrow Agent to release the Escrow Materials to REGENXBIO in the event an Insolvency Proceeding is instituted by or against Clearside or in the event of an Alternative Manufacturer Election if Clearside does not fulfill its obligations under Section 5.4.2(b)(x), (y) and (z) (any such event, “Escrow Release”). In the event of an Escrow Release, REGENXBIO will be entitled to full use of the Restricted Shares upon forfeiture pursuant Escrow Materials as necessary or useful to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution Manufacture Clearside Devices in furtherance of this Agreement, deliver and deposit with the Secretary REGENXBIO’s exercise of the CompanyCommercial License. After Escrow Release, or REGENXBIO will Certain information has been excluded from this agreement (indicated by “[***]”) because such other person designated by information (i) is not material and (ii) would be competitively harmful if publicly disclosed. have the Company, right to use the share certificates representing Escrow Materials and will have the Restricted Shares, together with right to Manufacture Clearside Devices within the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions scope of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations license under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementSection 3.1. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (ai) Simultaneously with the execution and delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement, from the Secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) the termination of this Agreement in accordance with Section 6.17, or such other person designated by in which case, if the CompanyEscrow Agent then holds any portion of the Escrow Amount, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, then: (1) in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated a termination by the Company, the share certificates representing Escrow Agent shall return the Restricted Sharesportion of the Escrow Amount received from each Purchaser which it then holds, together to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the share assignment duly endorsed Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in blankits sole and absolute discretion, attached hereto as Exhibit A. The Restricted Shares either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and share assignment the Escrow Agent shall be held by thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Secretary in escrowEscrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) the Closing, pursuant to the Joint Escrow Instructions receipt of written instructions from the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of Placement Agent that the Restrictions expire or Closing shall have been removed. [??As a further condition consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company's . (iii) The Company and the Employer's obligations under Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this AgreementSection 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the spouse Purchasers or Placement Agent of this Agreement or any of the Restricted Shareholder, if any, shall execute and deliver to Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Consent of Spouse attached hereto as Exhibit C.??] Upon Placement Agent directing the lapse release of the Restrictions Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the Restricted Sharespart of the Escrow Agent (collectively, the escrow agent “Escrow Agent Duties”); (iii) shall promptly deliver not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Restricted Shareholder proper Person, and shall have no responsibility for making inquiry as to, or for determining, the certificate genuineness, accuracy or certificates representing such shares in validity thereof, or of the escrow agent's possession belonging authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder.

Escrow. At the Effective Time, ten percent (a10%) The Restricted Shareholder hereby authorizes and directs the Secretary of the Companysum of the Merger Shares and Stock Options (collectively, or such other person designated the "Escrow Deposit") shall be delivered to the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the CompanyEscrow Agent in accordance with an Escrow Agreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of the Escrow Deposit shall be deemed to transfer be the Restricted Shares which are subject Closing Market Price (less the exercise price therefore with respect to the Restrictions from the Restricted Shareholder Stock Options). Except with respect to claims based on fraud committed by the Company or the EmployerEquityholders, which are not limited, if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against the Equityholders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the Company or the Equityholders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto other than Losses arising under Section 13.5 and from breaches of the representations and warranties set forth in Sections 3.4, 3.9 and 3.11 (the "Covered Representations") shall be against the Escrow Deposit held in escrow pursuant to the Escrow Agreement. Notwithstanding anything herein to the contrary, except as applicable, provided under Section 13.5 and in the event of forfeiture of such shares pursuant to Section 2.1. next sentences, (bi) To insure the availability Equityholders shall have no liability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited indemnification pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with Article XII until the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant aggregate Losses to the Joint Escrow Instructions of Parent and the Company and exceed $25,000 (the Restricted Shareholder attached hereto as Exhibit B"Basket"), until all of at which point the Restrictions expire or Equityholders shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to 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 the full amount of all Losses, and (ii) the maximum aggregate liability of the Equityholders hereunder shall not exceed the value (determined by reference to do with the Closing Market Price) of the Escrow Deposit (the "Maximum Indemnification"). With respect to holding indemnification claims arising under Section 12.1(i) from any inaccuracy in or breach of any Covered Representations, or for Sections 12.1(ii), (iii) or (iv) of this Article XII, neither the Restricted Shares in escrow and while acting in good faith and in Basket nor the exercise of its judgmentMaximum Indemnification limitation shall apply.

Escrow. Within [***] after the Effective Date, Open-Silicon and Customer will enter into a technology escrow agreement (the “Escrow Agreement”), with terms reasonably satisfactory to both parties, with [***] or another escrow agent designated by Customer (“Escrow Agent”). Thereafter, Open-Silicon will deposit with the Escrow Agent the following items on a regular basis (i.e., as soon as they are developed or created) during the term of this Agreement: (a) The Restricted Shareholder hereby authorizes all Project Technology developed, created or obtained by or for Open-Silicon, and directs (b) such additional [***] in [***] possession necessary or useful to enable a [***] or other relevant vendors to [***] and collectively with the Secretary of Project Technology, “Escrow Materials” Open-Silicon will use commercially reasonable efforts to ensure that the Company, or such other person designated by Escrow Materials deposited with the Company, to transfer the Restricted Shares which Escrow Agent are subject kept current. Customer shall be responsible for any and all payments to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, Escrow Agent associated with such Escrow Agreement; provided that in the event of forfeiture [***] (other than [***] of such shares this Agreement by [***] pursuant to Section 2.1. (b[***]) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant Open-Silicon will be responsible to Section 2.1, the Restricted Shareholder hereby appoints the Secretarypay, or if already paid by Customer, reimburse Customer for, any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. costs. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholderparties agree, and the escrow agent shall be discharged of all further obligations hereunder; provided, howeverEscrow Agreement will specify, that upon receipt by the escrow agent shall nevertheless retain Escrow Agent of a written notice from [***] that a [***] has occurred, all Escrow Materials will immediately be released and delivered to Customer. Open-Silicon hereby grants to Customer a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, sublicenseable, worldwide, license; (i) to use, copy, reproduce, modify, translate, and make derivative works based on the Manufacturing Data and (ii) distribute the Manufacturing Data (or derivatives thereof) to a contractor (e.g., a fab) to have such certificate contractor produce a mask for the Products and use such mask to manufacture Products. Customer hereby covenants that it will not exercise its rights under the foregoing license until the occurrence of a Trigger Event. Customer further agrees that Project Technology created or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall developed by Open-Silicon hereunder will not be liable for any act it may do used by Customer to perform the Services on its own or omit transfer the Services (or a portion thereof) to do with respect to holding the Restricted Shares a third-party unless and until Open-Silicon agrees thereto in escrow and while acting in good faith and in the exercise of its judgmentwriting or a Trigger Event occurs.

Escrow. Within [*] from the Effective Date, EMC and McDATA shall (a) The Restricted Shareholder hereby authorizes identify an escrow agent (Escrow Agent) acceptable to both parties and directs (b) execute an agreement with the Secretary Escrow Agent (Escrow Agreement) for the pre-arranged holding and releasing of the CompanySoftware, or such including without limitation, the EFC Management and Service Software and any other person designated by software elements of the CompanyProducts and all documentation and McDATA's source code, to transfer engineering drawings and specifications, manufacturing documentation, test procedures and associated intellectual property (collectively the Restricted Shares which are subject Escrow Material). Within [*] from the Effective Date, McDATA shall also concurrently appoint and legally empower a Trustee and Administrator of said Escrow Agreement. Within [*] after the announced general availability of any of the Products, McDATA shall deposit with the Escrow Agent the most current production level of the Escrow Material, as defined in the Escrow Agreement. Thereafter, McDATA shall within thirty (30) calendar days after the release of an update to the Restrictions from Products, deposit updated Escrow Material with the Restricted Shareholder Escrow Agent. McDATA agrees to bear all costs arising out of compliance with this Section 10.10, including without limitation, the Company or costs of establishing and maintaining the Employerescrow of the Products, as applicableand of any and all documentation preparation necessary to meet the requirements of this Section. In addition to any other rights and remedies available to EMC, in the event (a) of forfeiture of such shares a material breach which has not been cured pursuant to the provisions of Section 2.1. 2.4 herein, (b) To insure of proceedings in bankruptcy or insolvency invoked by or against McDATA, or in the availability for delivery event of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign appointment of an * Certain information on this page has been omitted and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit filed separately with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have commission. Confidential treatment has been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to 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 requested with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentomitted portions. Asterisks within brackets denote omissions.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon Upon execution of this Agreement, deliver and Pledgor shall deposit with Escrow Agent the Secretary Pledged Shares, along with the aforesaid Assignment (all of which items shall hereinafter be referred to as the "Pledged Documents") to be held in escrow for future delivery as follows: a. Escrow Agent shall deliver the Pledged Documents to Pledgee within ten (10) days after receiving an affidavit signed by Pledgee stating that: (i) Pledgor is in default under the Note and all periods of time within which to cure such default have expired; (ii) Pledgee is accelerating the entire unpaid balance due under the Note; and (iii) Pledgee demands delivery of the CompanyPledged Documents. Pledgee shall simultaneously furnish Pledgor with a copy of said affidavit. Upon such delivery of the Pledged Documents, or Escrow Agent's duties hereunder shall terminate. b. In the event Escrow Agent has not delivered the Pledged Documents pursuant to subparagraph a above, then Escrow Agent shall deliver the Pledged Documents to Pledgor within ten (10) days after receipt of the original of the Note marked "paid in full," accompanied by instructions from Pledgor indicating that said Note has been paid in full and the Pledged Documents shall be delivered to Pledgor at the address specified therein. Upon such other person designated delivery of the Pledged Documents, Escrow Agent's duties hereunder shall terminate. Pledgee agrees to deliver the Note to Pledgor marked "paid in full," immediately upon satisfaction thereof. c. Upon execution of this Agreement, Pledgor shall deliver to the Escrow Agent Stock Certificate Number________________, representing_________ _____________________________ shares of common stock of Centrack International, Inc. Pledgor shall further execute an endorsement/assignment of said Certificate appointing the Escrow Agent as Attorney to effectuate division and reissuance of same as follows: Initials / --------------- 1. Two Hundred Fifty Thousand (250,000) shares to Pledgor, same to be held in escrow by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, Escrow Agent pursuant to the Joint terms of this Agreement. 2. One Hundred Twenty Thousand (120,000) shares to the Pledgee as consideration for the loan being extended pursuant to the $60,000.00 Promissory Note attached hereto. 3. ________________________________shares which shall be forwarded to Pledgor upon receipt by the Escrow Instructions Agent. Nothing hereinabove withstanding to the contrary, until such time as the above division of the Company and stock is accomplished, the Restricted Shareholder attached hereto as Exhibit B, until all total number of shares shall constitute collateral for payment of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, . Pledgor and Pledgee hereby acknowledge that the Escrow Agent is making no representations as to right or legality pertaining to the above division of the stock or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and sale in the exercise event of its judgmentthe default, and Pledgor and Pledgee each agree that Escrow Agent shall have no liability resulting from the inability to accomplish the terms of this Pledge Agreement due to the inability to divide, transfer or sell the stock. Pledgor and Pledgee each agree to indemnify and hold Escrow Agent harmless in this regard and as otherwise provided for in this Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes Immediately following the Closing, the Purchaser shall deliver the Escrow Cash to ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, Hill & ▇▇▇▇▇▇▇▇▇ LLP (the "Escrow Agent"), as escrow agent, to be held by Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and directs pursuant to the Secretary provisions of an escrow agreement (the Company, or such other person designated "Escrow Agreement") in a form to be mutually agreed by the Companyparties hereto prior to Closing and, upon such agreement, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, be attached hereto as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Exhibit 2.7. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall Escrow Cash will be held by the Secretary Escrow Agent from the date it is deposited by Purchaser until the date that is twelve (12) months after the Closing Date (the "Escrow Period") and invested by the Escrow Agent as provided in escrowthe Escrow Agreement. Following the Escrow Period, pursuant to the Joint any Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares Cash remaining in the escrow agent's possession belonging account shall be paid to the Restricted Shareholder, and Icarian Stockholders in accordance with the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The CompanyIn the event that the Merger is approved by the Icarian Stockholders as provided herein, or its designeethe Icarian Stockholders shall, shall not without any further act of any Icarian Stockholder, be liable deemed to have consented to and approved (i) the use of the Escrow Cash as collateral for any act it may do or omit to do the Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, (ii) the appointment of Apax Partners as the representative of the Icarian Stockholders (the "Stockholder Representative") with respect to holding the Restricted Shares matters set forth in escrow Article 10 and while acting in good faith under the Escrow Agreement and in as the attorney-in-fact and agent for and on behalf of each Icarian Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of its judgmentthe power to: authorize delivery to the Purchaser of Escrow Cash in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in the Escrow Agreement."

Escrow. (a) The Restricted Shareholder Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted any Shares which are subject forfeited in accordance with Section 2 above from Purchaser to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Company. (b) To insure the availability for delivery of the Restricted Shares upon Purchaser’s (1) This is Demand’s standard vesting formula, which should be adjusted as appropriate. In certain circumstances, it may be appropriate to link vesting to continued “Service Provider” status (rather than employment) in order to cause vesting to continue while serving as a director or consultant. (2) Forfeiture provisions may need to be adjusted to accommodate any post-termination vesting that may occur. forfeiture pursuant to Section 2.1thereof, the Restricted Shareholder Purchaser hereby appoints the SecretarySecretary 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 sharesShares, if any, forfeited pursuant to this Agreement by Purchaser in accordance with Section 2 above 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 any and all Unvested Shares, together with the share stock assignment duly endorsed in blank, attached hereto as Exhibit A. . The Restricted share certificates representing the Unvested Shares and share the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder Purchaser attached hereto as Exhibit BA hereto, until all the first to occur of (i) Purchaser’s forfeiture of such Shares in accordance with Section 2 above, (ii) the Restrictions expire date on which such Shares cease to be Unvested Shares, or shall have been removed(iii) this Agreement ceasing to be in effect. [??As a further condition Promptly following the date on which any Shares cease to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted be Unvested Shares, the escrow agent shall promptly deliver to the Restricted Shareholder Purchaser the certificate or certificates representing such shares Shares in the escrow agent's ’s possession belonging to the Restricted ShareholderPurchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes Prior to the Closing, the Representative, Parent and directs Merger Sub shall enter into an Escrow Agreement with the Secretary Escrow Agent substantially in the form of the CompanyExhibit E, or such other person designated subject to any administrative changes as may be required by the Company, to transfer Escrow Agent (the Restricted Shares which are subject “Escrow Agreement”). Concurrently with the payment to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares Exchange Agent pursuant to Section 2.1. 1.07(b), the Surviving Company shall deposit an amount of cash equal to the Escrow Amount (b) To insure but only to the availability for delivery extent of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesexcess, if any, forfeited of (a) the Additional Consideration over (b) the sum of (1) the Additional Consideration Holdback Amount, (2) the Stockholder Tax Holdback Amount, (3) the Stockholder Tax Special Fund, (4) the Second Tier Aggregate Catch-Up Option Consideration, if any and (5) the Premium Amount, if applicable) with the Escrow Agent for use in connection with the Securityholders’ obligations pursuant to this Agreement and shall, upon execution the indemnification provisions of this Agreement, deliver and deposit with . Subject to Section 7.01(e) any Escrow Amount remaining on the Secretary of General Survival Termination Date (but in any event not before payment to the Company, or such other person designated Exchange Agent is required to be made pursuant to Section 1.07(b)) shall be paid by the CompanyEscrow Agent (but in any event, not before the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant payment is made to the Joint Escrow Instructions of the Company Exchange Agent pursuant Section 1.07(b)) (and Parent and the Restricted Shareholder attached hereto as Exhibit BRepresentative shall cause the applicable Parent Authorized Person and Representative Authorized Person, until all of the Restrictions expire or shall have been removed. [??As a further condition respectively, promptly to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company Escrow Agent a Joint Written Direction instructing the Consent of Spouse attached hereto as Exhibit C.??] Upon Escrow Agent to make such deliveries) (A) subject to Section 1.12 by delivering to the lapse Exchange Agent, for the benefit of the Restrictions on Common Stockholders and Preferred Stockholders in respect of the Restricted shares of Company Stock held by them as of the Reference Time (other than Dissenting Shares), the escrow agent shall promptly deliver an amount equal to the Restricted Shareholder product of (1) the certificate or certificates representing such shares in portion of the escrow agent's possession belonging Escrow Amount to be distributed multiplied by (2) the Restricted ShareholderStockholder Percentage, and the escrow agent Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Escrow Amount so distributed, and (B) by delivering to the Surviving Company for the benefit of the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the portion of the Escrow Amount to be discharged distributed, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of all further obligations hereundersuch In-the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the portion of the Escrow Amount so distributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company, on or as promptly as practicable after the General Survival Termination Date; provided, however, that to the extent a Parent Indemnified Party has delivered an Indemnification Notice in respect of any claim(s) as of the General Survival Termination Date that has not yet been resolved, the amount of any and all such unresolved claims shall continue to be held back by the Escrow Agent until the final resolution of any such unresolved claim pursuant to the terms of this Agreement. Upon the final resolution of any such unresolved claim after the General Survival Termination Date, (a) if and to the extent any such claim is resolved such that a Parent Indemnified Party is owed indemnification by the Securityholders pursuant to the terms of this Agreement, Parent and the Representative shall cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to deliver to the Escrow Agent a Joint Written Direction instructing the Escrow Agent to distribute to the applicable Parent Indemnified Party that portion of the Escrow Amount and (b) if and to the extent any such claim is resolved such that the applicable Parent Indemnified Party is not entitled to indemnification from the Securityholders pursuant to the terms of this Agreement, the portion of the Escrow Amount relating to such claim (or the portion of such claim for which the applicable Parent Indemnified Party is not entitled to indemnification) shall be released (but only to the extent that the amount of funds remaining in the escrow agent account would otherwise exceed the aggregate amount of all unresolved claims) and Parent and the Representative shall nevertheless retain cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to deliver to the Escrow Agent a Joint Written Direction instructing the Escrow Agent to (A) subject to Section 1.12 deliver to the Exchange Agent, for the benefit of the Common Stockholders and Preferred Stockholders in respect of the shares of Company Stock held by them as of the Reference Time (other than Dissenting Shares), an amount equal to the product of (1) the portion of the Escrow Amount to be distributed multiplied by (2) the Stockholder Percentage, and the Exchange Agent shall distribute to each such certificate Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Escrow Amount so distributed, and (B) deliver to the Surviving Company for the benefit of the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the portion of the Escrow Amount to be distributed, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such In-the-Money Options or certificates as escrow agent if Restricted Stock Units its Pro Rata Award Percentage of the portion of the Escrow Amount so required pursuant to other restrictions imposed pursuant to this Agreementdistributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. Buyer and Seller authorize Richard K. Inglis, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (954) 565-▇▇▇▇, ▇ddress: 2455 E. ▇▇▇▇▇▇▇ ▇▇▇▇., #320, Fo▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇" ▇▇ 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 |_| 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) The Restricted Shareholder hereby authorizes and directs hold the Secretary subject matter of the Company, escrow until the parties mutually agree to its disbursement or such other person designated by until issuance of a court order or decision of arbitrator determining the Company, to transfer parties' rights regarding the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company escrow or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure deposit the availability for delivery subject matter of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary clerk of the Companycircuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow 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 such other person designated by arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the Company, subject matter of the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such fees and costs to be paid from the Joint Escrow Instructions escrowed funds or equivalent and charged and awarded as court or other costs in favor of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removedprevailing party. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, The parties agree 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 Escrow Agent will not be liable to any person for any act it may do misdelivery to Buyer or omit Seller of escrowed items, unless the misdelivery is due to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise Escrow Agent's willful breach of its judgmentthis Contract or gross negligence.

Escrow. On or prior to the close of business on [June 6, 2003] Buyer will deposit in escrow that portion of the Asset Purchase Price that is allocable under Schedule 4.5 of the Agreement to the Store Properties (the "Weekend Stores") for which the Inventory Count, as set forth on Exhibit A hereto, is to commence on either Friday, June 6 or Saturday, June 7, together with an amount equal to the sum of the Store Percentages of the Weekend Stores multiplied by the estimated Inventory Purchase Price of $40,000,000. the sum of $82,500,000 representing (a) The Restricted Shareholder hereby authorizes the Asset Purchase Price of $42,500,000 and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery Estimated Inventory Purchase Price of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares$40,000,000. Such amount (which, together with the share assignment duly endorsed any interest accrued thereon while held in blankescrow hereunder, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be referred to as the "Funding Deposit") will be held pursuant to an escrow agreement (the "Purchase Price Funding Escrow Agreement") containing the terms and in the form of Exhibit C hereto. In the case of any Weekend Store, Tthe Purchase Price Certification, when signed by Seller and Buyer, shallfor any Store Property shall, when signed by Seller and Buyer, constitute instructions to the Secretary in escrow, Escrow Agent to (a) disburse the Indemnity Escrow Amount shown on the Purchase Price Certification to the Escrow Agent to hold pursuant to the Joint Indemnity Escrow Instructions Agreement (b) disburse the Purchase Price Escrow Amount shown on the Purchase Price Certification to the Escrow Agent to hold pursuant to the Purchase Price Adjustment Escrow Agreement and (c) remit to Seller (or, if so instructed by Seller, to Seller's lenders) by wire transfer an amount equal to the Net Payable to Seller. In the case of any Store Property other than a Weekend Store, immediately upon the completion of a Purchase Price Certification with respect to such a Store Property, Buyer will deliver, via wire transfer of immediately available funds, (a) to the Escrow Agent, the Indemnity Escrow Amount shown on the Purchase Price Certification, to hold pursuant to the Indemnity Escrow Agreement (b) to the Escrow Agent, the Purchase Price Escrow Amount shown on the Purchase Price Certification, to hold pursuant to the Purchase Price Adjustment Escrow Agreement and (c) to Seller (or, if so instructed by Seller, to Seller's lenders), an amount equal to the Net Payable to Seller shown on the Purchase Price Certification. To the extent the Funding Deposit is not sufficient to pay all amounts payable to Seller pursuant to the respective Purchase Price Certifications for the Weekend Store Properties, Buyer will remit such amounts in immediately available funds to Seller. Upon the conclusion of the Company and the Restricted Shareholder attached hereto as Exhibit B, until transfers of funds contemplated by this paragraph with respect to all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this AgreementWeekend Stores Properties, the spouse Parties will jointly instruct the eEscrow aAgent will, without further instructions from any party other than Buyer, to remit any remaining Funding Deposit to Buyer. The provisions of this Section 4 are intended to supplement Sections 4.3, 14.1, and 14.2 of the Restricted Shareholder, if any, shall execute and deliver Agreement in order to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse permit payment of the Restrictions on Cash Purchase Price to occur as to individual Store Properties upon the Restricted Shares, completion of the escrow agent shall promptly deliver Inventory Count as to the Restricted Shareholder the certificate or certificates representing such shares Store Property in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to manner described in this AgreementSection 4. 5. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. The following terms shall apply to the Escrow Amount: (ai) The Restricted Shareholder hereby authorizes and directs the Secretary If, prior to final release of the CompanyEscrow Amount to the Stockholder, or the Stockholders become finally obligated to make payments in respect of any Damages pursuant to this Article VII and such other person designated by the Companyobligation is not in dispute, to transfer the Restricted Shares which are then, subject to the Restrictions provisions of this Section 7.5, Flotek and the Stockholders’ Representative shall promptly (but in any event within five Business Days of such obligation arising (or, if later, ceasing to be in dispute)) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release the amount pursuant to such obligation (up to a maximum amount equal to the Escrow Amount then on deposit in the Escrow Account) from the Restricted Shareholder Escrow Account to the Company or Flotek Indemnified Party within three (3) Business Days of receipt of such joint written instructions. (ii) To the Employerextent the Stockholders are obligated to make payments in respect of any Damages pursuant to this Article VII, as applicablesuch Damages shall be satisfied first by the release to the Flotek Indemnified Party from the Escrow Account of the amount payable by the Stockholders, fifty percent (50%) in cash and fifty percent (50%) in Flotek Shares, with Flotek Shares valued for such purpose at the Closing Stock Value. To the extent the Escrow Amount then on deposit in the event Escrow Account is insufficient to fully satisfy any such Indemnified Amount, then, subject to the provisions of forfeiture of such shares this Section 7.5, any remaining payments that the Stockholders are obligated to make shall be payable directly by the Stockholders pursuant to Section 2.17.2. (biii) To insure On the availability for delivery Escrow Interim Release Date, Flotek and the Stockholders’ Representative shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Stockholders from the Escrow Account within three Business Days of receipt of such joint written instructions $5,000,000 minus (A) the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesamount, if any, forfeited pursuant to of such Escrow Amount that the Escrow Agent has released in accordance with this Agreement and shallthe Escrow Agreement as of such date, upon execution of this Agreement, deliver and deposit with (B) the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholderamount, if any, of such Escrow Amount that the Escrow Agent has been instructed to release in accordance with this Agreement and the Escrow Agreement but has not actually released as of such date and (C) if any Flotek Indemnified Party has on or prior to such date asserted in good faith a Claim with respect to any Damages, a reasonable reserve amount (as determined by Flotek). Any amounts released pursuant to this Section 7.5(iii) shall be released in the form of 50% cash (among the Stockholders pro rata in proportion to the total amount of cash to be received by each of them under Section 3.1(a) above) and 50% Flotek Shares (among the Stockholders pro rata in proportion to the total number of Flotek Shares to be received by each of them under Section 3.1(a) above), based on a valuation of the Flotek Shares at the Closing Stock Value. (iv) On the Escrow Final Release Date, Flotek and the Stockholders’ Representative shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Stockholders from the Escrow Account within three Business Days of receipt of such joint written instructions (A) the Escrow Amount then on deposit in the Escrow Account, if any, minus (B)(1) the amount, if any, of such Escrow Amount that the Escrow Agent has been instructed to release in accordance with this Agreement and the Escrow Agreement but has not actually released as of such date and (2) if any Flotek Indemnified Party has on or prior to such date asserted in good faith a Claim with respect to any Damages, a reasonable reserve amount (as determined by Flotek). The cash to be released under this Section 7.5(iv) shall be distributed among the Stockholders pro rata in proportion to the total amount of cash to be received by each of them under Section 3.1(a) above) and the Flotek Shares to be released under this Section 7.5(iv) shall be distributed among the Stockholders pro rata in proportion to the total number of Flotek Shares to be received by each of them under Section 3.1(a) above). (v) Following resolution from time to time of any Claim for which a reserve of a portion of the Escrow Amount then on deposit was established as described in Sections 7.5(e)(iii), Flotek and the Stockholders’ Representative shall execute and deliver to the Company Escrow Agent joint written instructions instructing the Consent of Spouse attached hereto as Exhibit C.??] Upon Escrow Agent to release such reserve amount from the lapse of Escrow Account to the Restrictions on the Restricted SharesStockholders, the escrow agent shall promptly deliver to Flotek Indemnified Parties, or both, as appropriate for the Restricted Shareholder the certificate or certificates representing resolution of such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged Claim within three Business Days of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain receipt of such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementjoint written instructions. (cvi) The CompanyIf Flotek or the Stockholders’ Representative shall fail to timely execute and deliver joint written instructions when required hereunder, the Stockholders’ Representative or its designeeFlotek, respectively, shall not be liable for any act entitled to seek an order, judgment or decision that will enable the Escrow Agent to distribute to the Stockholders or the Flotek Indemnified Party, as applicable, the Escrow Amount to which it may do is entitled and to seek Damages from Flotek or omit the Stockholders, as applicable, as a result of such failure to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgmentcomply herewith.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.12.1 hereof. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.12.1 hereof, the Restricted Shareholder hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent, as its his or her attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary of the Company in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs On the Secretary Closing Date, Buyer shall deliver to the Escrow Agent (as defined in the Escrow Agreement attached as Exhibit A hereto) a certificate (issued in the name of the CompanyEscrow Agent or its nominee) representing (i) the Escrow Shares for the purpose of satisfying the indemnification obligations set forth in Section 8.1 of this Agreement and the purchase price adjustment provisions set forth in Section 1C.1(h) of this Agreement, or such other person designated (ii) the Escrowed Severance Shares for the purpose of satisfying the provisions set forth in Section 1C.1(i) of this Agreement, and (iii) the Reimbursement Shares for the purpose of reimbursing the expenses of the Indemnification Representative in accordance with the terms of the Escrow Agreement. The Escrow Shares, the Escrowed Severance Shares and the Reimbursement Shares shall be held by the CompanyEscrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Shares, to transfer the Restricted Escrowed Severance Shares which are and the Reimbursement Shares together shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Restrictions from purposes and in accordance with the Restricted Shareholder to terms of the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Escrow Agreement. (b) To insure The adoption and approval of this Agreement and the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated Transactions by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto Stockholders shall constitute approval of the Company, such shares, if any, forfeited pursuant to this Escrow Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to arrangements relating thereto, including without limitation the Company's and the Employer's obligations under this Agreement, the spouse placement of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Escrow Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, Escrowed Severance Shares and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Reimbursement Shares in escrow and while acting in good faith and the appointment of the Indemnification Representative (as defined in the exercise Escrow Agreement and as designated in Section 1C.3(a) hereof). The Company agrees to describe and disclose the arrangements contemplated by this Section 1A.5 as required under applicable law to the Company Stockholders in connection with the pursuit of its judgmentsuch Company Stockholders’ approval and adoption of this Agreement and the Merger.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs As security for the Secretary faithful performance of the Companyterms of this Agreement, or such other person designated by the Company, and to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure ensure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1Shares, the Restricted Shareholder hereby appoints pledges and will deliver within 10 business days of the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and date hereof for deposit with the Secretary of the Company, or such other person designated by the Company, as escrow agent in this transaction (“Escrow Agent”), a stock assignment duly endorsed (with date and number of shares blank) in substantially the share certificates representing the Restricted Sharesform attached hereto as Exhibit A, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall certificate or certificates evidencing the Shares. Such documents are to be held by the Secretary in escrow, Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions following instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Shareholder. (a) In the event that the Company is required to issue a number of shares of Common Stock in excess of the Restrictions expire or shall have been removed. [??As a further condition Limit to effect the conversion of the outstanding shares of the Series C Preferred Stock as contemplated by the Certificate of Designations, the Shareholder and the Company hereby irrevocably authorize and direct the Escrow Agent to transfer and deliver to the Company's , with respect to each conversion of Series C Preferred Stock effected pursuant to the Certificate of Designations, that number of Shares equal to the number of shares of Common Stock issuable upon such conversion of Series C Preferred Stock in excess of the Limit up to a aggregate maximum of 2,000,000 Shares. (b) In connection with such transfer, the Escrow Agent is directed to (i) date the stock assignment necessary for the transfer in question, (ii) fill in the number of Shares necessary to be transferred, and (iii) deliver such assignment, together with the Employer's obligations under certificate or certificates evidencing the Shares to be transferred, to the Company. (c) The Shareholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said Shares as defined herein. The Shareholder irrevocably constitutes and appoints the Escrow Agent as the Shareholder’s attorney-in-fact and agent for the term of this Agreement to execute and deliver all instruments and documents and do such other acts and things as may be necessary and appropriate to effectuate this Agreement and to complete any transaction contemplated herein. (d) Following the earlier to occur of (i) the Mandatory Conversion Date (as defined in the Certificate of Designation), and (ii) such time as there are no shares of Series C Preferred Stock outstanding, the Escrow Agent is directed to deliver any Shares not transferred to the Company pursuant to Section 1(b) and Section 4(a) above to the Shareholder within 15 days of such event. If at the time of termination of this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares Escrow Agent has in the escrow agent's Escrow Agent’s possession any documents, securities, or other property belonging to the Restricted Shareholder, the Escrow Agent shall deliver such property to the Shareholder and the escrow agent shall be discharged of all further obligations hereunder; provided. (e) The responsibilities of the Escrow Agent hereunder shall terminate if the Escrow Agent shall cease to be Secretary of the Company or if the Escrow Agent shall resign by written notice to each party. In the event of any such termination or resignation, howeverthe Company shall appoint a successor Escrow Agent. In the absence of such appointment, the Chief Executive Officer of the Company shall be the Escrow Agent. (f) It is understood and agreed that should any dispute arise with respect to the escrow agent delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall nevertheless retain have been settled either by mutual written agreement of the Company and the Shareholder or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant proceedings. (g) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 4 and does not otherwise become a party to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. 23.1 Escrow Agent shall hold the Downpayment, together with all interest earned thereon, in its interest bearing escrow account, or the Downpayment Letter of Credit, as the case may be, in accordance with the following: (a) The Restricted Shareholder hereby authorizes and directs Escrow Agent shall hold the Secretary of the CompanyDownpayment, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicabletogether with all interest earned thereon, in Escrow Agent's escrow account at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and shall cause the event Downpayment to earn interest at ▇▇ ▇▇▇▇▇▇ Chase's then prevailing insured money market rates on deposits of forfeiture of such shares pursuant to Section 2.1similar size. Escrow Agent shall have no liability for any fluctuations in the interest rate paid by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ on the Downpayment, and is not a guarantor thereof. (b) To insure If, on or before the availability for delivery date which is thirty (30) days prior to expiration of the Restricted Shares upon forfeiture pursuant Downpayment Letter of Credit, SLGOP has not delivered an extension thereof or a replacement letter of credit in the form of the Downpayment Letter of Credit, Escrow Agent shall be entitled to Section 2.1deliver the Downpayment Letter of Credit to Transferor who shall be entitled to draw on the same, the Restricted Shareholder hereby appoints the Secretary, or any other person designated provided that all proceeds thereof shall be paid by the Company issuing bank by Wire Transferred Funds to Escrow Agent's account described in clause (a) above, and thereafter such proceeds shall be held as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution Downpayment in accordance with the terms of this Agreement. 23.1.2 If Escrow Agent receives a written notice signed by both Transferor and SLGOP stating that the Closing has occurred and that Transferor is entitled to receive the Downpayment or that SLGOP is entitled to receive the Downpayment Letter of Credit, as the case may be, Escrow Agent shall deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted SharesDownpayment, together with the share assignment duly endorsed interest earned thereon to Transferor, or the Downpayment Letter of Credit to SLGOP, as the case may be. If Escrow Agent receives a written notice signed by both Transferor and SLGOP that this Agreement has been terminated or canceled, Escrow Agent shall deliver the Downpayment, together with the interest thereon, or the Downpayment Letter of Credit, as the case may be, as directed therein. 23.1.3 If Escrow Agent receives a written request signed by SLGOP or Transferor (the "Noticing Party") stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Downpayment, or the Downpayment Letter of Credit, as the case may be, or that the other party hereto (the "Non-Noticing Party") has defaulted in blankthe performance of its obligations hereunder, attached hereto Escrow Agent shall deliver (by hand or nationally recognized overnight courier) a copy of such request to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Downpayment by written notice of objection delivered to and received by Escrow Agent ten (10) Business Days after the date of Escrow Agent's mailing of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a written notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the Downpayment, together with the interest earned thereon, or the Downpayment Letter of Credit, as Exhibit A. The Restricted Shares the case may be, to the Noticing Party. If Escrow Agent shall have received a written notice of objection within the time herein prescribed, Escrow Agent shall refuse to comply with any requests or demands on it and share assignment shall continue to hold the Downpayment, together with any interest earned thereon, or the Downpayment Letter of Credit, as the case may be, until Escrow Agent receives either (a) a written notice signed by both Transferor and SLGOP stating who is entitled to the Downpayment (and interest) or the Downpayment Letter of Credit, as the case may be, or (b) a final order of a court of competent jurisdiction directing disbursement of the Downpayment (and interest) or delivery of the Downpayment Letter of Credit, as the case may be, in a specific manner, in either of which events Escrow Agent shall then disburse the Downpayment, together with the interest earned thereon, or deliver the Downpayment Letter of Credit, as the case may be, in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clause (a) or (b) above. 23.2 Any notice to Escrow Agent shall be held sufficient only if received by Escrow Agent within the Secretary applicable time period set forth herein. All mailings and notices from Escrow Agent to Transferor and/or SLGOP, or from Transferor and/or SLGOP to Escrow Agent, provided for in escrow, pursuant this Section 23 shall be addressed to the Joint Escrow Instructions party to receive such notice at its notice address set forth in Section 14 above (with copies to be similarly sent to the additional persons therein indicated), but the provisions of Section 14 relating to the Company manner of giving notices and the Restricted Shareholder attached hereto effective dates thereof shall have no application to the provisions of this Section 23. 23.3 Notwithstanding the foregoing, if Escrow Agent shall have received a written notice of objection as Exhibit Bprovided for in Section 23.1.3 above within the time therein prescribed, until all of the Restrictions expire or shall have been removed. [??As received at any time before actual disbursement of the Downpayment or delivery of the Downpayment Letter of Credit, as the case may be, a further condition written notice signed by either Transferor or SLGOP disputing entitlement to the Company's Downpayment or the Downpayment Letter of Credit, as the case may be, or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Downpayment or the Downpayment Letter of Credit, as the case may be (whether or not litigation has been instituted), Escrow Agent shall have the right, upon written notice to both Transferor and SLGOP, (a) to deposit the Downpayment, together with the interest earned thereon, or the Downpayment Letter of Credit, as the case may be, with the Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Downpayment, together with the interest earned thereon, with a court of competent jurisdiction and the Employer's obligations under this Agreementcommencement of an action for interpleader, the spouse costs thereof to be borne by whichever of Transferor or SLGOP is the Restricted Shareholderlosing party, if anyand thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. If Escrow Agent is in possession of a Downpayment Letter of Credit and has elected to terminate its duties as Escrow Agent hereunder during the pendency of a dispute between the parties, it shall execute and deliver the Downpayment Letter of Credit to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions Tr ansferor who shall be entitled to draw on the Restricted Sharessame, the escrow agent provided that all proceeds shall promptly deliver be paid by Wire Transferred Funds to the Restricted Shareholder the certificate or certificates representing such shares Escrow Agent's account described in the escrow agent's possession belonging to the Restricted ShareholderSection 23.1.1(a), and the escrow agent shall such proceeds may thereafter be discharged deposited with a court of all further obligations hereunder; providedcompetent jurisdiction, 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 Agreementset forth above. (c) The Company23.4 Escrow Agent is acting hereunder without charge as an accommodation to SLGOP and Transferor, or its designee, it being understood and agreed that Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and in exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and SLGOP and Transferor hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney's fees (paid to retained attorneys) arising out of any dispute under this Agreement, including the exercise cost and expense of its judgmentdefending itself against any claim arising hereunder.

Escrow. (ai) Simultaneously with the execution and delivery of this Agreement by a Purchaser, except as set forth in Schedule 2.1(d), such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the “Aggregate Purchase Price (Subscription Amount)” on such Purchaser’s signature page affixed hereto and opposite such Purchaser’s name thereon, to be paid to a non-interest bearing escrow account of the Escrow Agent set forth on Exhibit H attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement, from the Secretary date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (I) the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (II) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company, or Whitehall and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (I) the Placement Agent Fee to the Placement Agent, (II) the fees and expenses of counsel to the Placement Agent, to such other person designated by counsel, and (III) the balance of the aggregate purchase price to the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (biii) To insure The Company, Whitehall and the availability Purchasers acknowledge and agree for delivery the benefit of the Restricted Shares upon forfeiture pursuant Escrow Agent (which shall be deemed to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution be a third party beneficiary of this Agreement, deliver and deposit with Section 2.1(d)) as follows: (A) The Escrow Agent: (I) is not responsible for the Secretary of the Company, or such other person designated performance by the Company, the share certificates representing Purchasers or Placement Agent of this Agreement or any of the Restricted SharesTransaction Documents or for determining or compelling compliance therewith; (II) is only responsible for (a) holding the Escrow Amount in escrow pending receipt of written instructions from the Company, together Whitehall and the Placement Agent directing the release of the Escrow Amount, and (b) disbursing the Escrow Amount in accordance with the share assignment duly endorsed written instructions from the Company, Whitehall and the Placement Agent, each of the responsibilities of the Escrow Agent in blankclause (a) and (b) is ministerial in nature, attached hereto as Exhibit A. The Restricted Shares and share assignment no implied duties or obligations of any kind shall be held by read into this Agreement against or on the Secretary in escrow, pursuant to the Joint Escrow Instructions part of the Company and Escrow Agent (collectively, the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire “Escrow Agent Duties”); (III) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been removed. [??As furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a further condition separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Company's proper Person, and the Employer's obligations under this Agreementshall have no responsibility for making inquiry as to, or for determining, the spouse genuineness, accuracy or validity thereof, or of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse authority of the Restrictions on Person signing or presenting the Restricted Shares, the escrow agent shall promptly deliver same; (v) may consult counsel satisfactory to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel; and (vi) shall be authorized to receive from the Escrow Amount, on the applicable Closing Date, its reasonable fees and expenses as counsel to the Placement Agent as set forth in Section 2.1(d)(ii)(B) above. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company, Whitehall and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is the result of the fraud, willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to such Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. Each of the Company, Whitehall and the Purchasers hereby expressly consents to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Company, Whitehall and the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, Whitehall and the Placement Agent at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if an independent successor escrow agent shall have been appointed and have accepted such appointment in a writing to the Company, Whitehall and the Purchasers, then upon written notice thereof given to the Company, Whitehall, the Placement Agent, and each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the independent successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if an independent successor escrow agent shall not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, Whitehall, the Placement Agent and each of the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company, Whitehall and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, Whitehall and the Placement Agent, or otherwise. In the event that any controversy arises between the Company, Whitehall and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. (a) 1.1 The Restricted Shareholder Corporation hereby authorizes places and deposits in escrow with the Escrow Agent the Escrowed Shares and hereby delivers to the Escrow Agent the certificates identified in Schedule “A” representing the Escrowed Shares. If at any time for any reason a replacement certificate or replacement certificates are issued representing the Escrowed Shares or if the Escrowed Shares are converted or exchanged into shares of another class, series or company, the Corporation shall deliver such replacement certificate or certificates, or the certificates representing the shares in another class, series or new company, to the Escrow Agent. While the Escrowed Shares are in escrow, the Securityholders shall be entitled to all rights as the beneficial and registered owner of the Escrowed Shares including, without limitation, the right to vote and to receive all dividends and other distributions on the Escrowed Shares. 1.2 The Escrowed Shares and the beneficial ownership of or any interest in, and the certificates representing, the Escrowed Shares shall not be transferred, gifted, sold, assigned, mortgaged, pledged, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise dealt with in any manner except as expressly provided in section 5. 1.3 Each of the Securityholders hereby directs the Secretary of Escrow Agent to retain the CompanyEscrowed Shares and the certificates representing the Escrowed Shares and not to do or cause anything to be done to release the Escrowed Shares from escrow or to allow any transfer, gift, assignment, mortgage, pledge, hypothecation or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, alienation thereof except as applicable, expressly provided in the event of forfeiture of such shares pursuant to Section 2.1section 5. (b) To insure 1.4 The Corporation hereby acknowledges the availability terms and conditions of this Agreement and agrees to take all reasonable steps to facilitate its performance. 1.5 The Corporation shall pay the Escrow Agent the fees for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company acting as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment Deposit shall be held in escrow in an interest bearing account by Escrow Agent until delivered as herein provided. Any interest earned on the Secretary Deposit shall be paid to whichever party is entitled thereto. Such interest shall not be credited against the Aggregate Price. The Deposit shall be held and disbursed by Escrow Agent in escrow, pursuant the following manner: (i) to Seller at the Joint Escrow Instructions Closing Date upon consummation of the Company and closing; or (ii) to Seller upon receipt of written demand therefor, stating that Purchaser has defaulted in the Restricted Shareholder attached hereto as Exhibit B, until all performance of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the EmployerPurchaser's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, Agreement and the escrow agent shall be discharged of all further obligations hereunderfacts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the escrow agent provisions of clause (b) of this SECTION 1.4; or (iii) to Purchaser upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller's obligations and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall nevertheless retain not honor such certificate demand until at least five (5) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of clause (b) of this SECTION 1.4. (b) Upon receipt of written demand for the Deposit by Purchaser or certificates as escrow agent if so required Seller pursuant to clause (ii) or (iii) of SECTION 1.4(A), Escrow Agent shall promptly send a copy thereof to the other restrictions imposed pursuant party. The other party shall have the right to this Agreementobject to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within five (5) days after Escrow Agent sends a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. (c) The CompanyIn the event of any dispute between the parties, Escrow Agent, at its option, may disregard all instructions received and may hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final judgment of a court of competent jurisdiction. (d) In the event Escrow Agent shall be uncertain as to its designeeduties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be liable instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any act action taken or suffered by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion of such counsel. (g) Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed. After such resignation, Escrow Agent shall have no further duties or liability hereunder. (h) Purchaser and Seller, together, shall have the right to terminate the appointment of Escrow Agent hereunder by giving to it notice of such termination, specifying the date upon which such termination shall take effect and designating a replacement escrow agent, who shall sign a counterpart of this Agreement. Upon demand of such successor escrow agent, the Deposit shall be turned over and delivered to such successor escrow agent, who shall thereupon be bound by all of the provisions hereof. (i) Seller and Purchaser shall be jointly and severally responsible for the reimbursement to Escrow Agent of all expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by Escrow Agent in connection with the carrying out of its judgmentduties hereunder. (j) Escrow Agent's agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes Purchaser and directs Sellers, prior to Closing, will retain the Secretary Escrow Agent and will negotiate in good faith the terms and conditions of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject an Escrow Agreement using a form acceptable to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunderAgent; provided, however, that the escrow agent Escrow Agreement must include the release conditions set forth in subsections (a), (b) and (c) below, and provided further that Purchaser will be solely responsible for the standard fees of the Escrow Agent, but with Purchaser and Sellers' Representative equally sharing any additional costs and expenses incurred by the Escrow Agent. In that regard, the Purchaser and Sellers agree that: (a) the Escrow Agreement will provide that, on the eighteen (18) month anniversary of the Closing Date, the Escrow Agent will deliver and pay over to the Sellers an amount equal to each Seller's pro-rata portion (to be determined based on each Seller's ownership percentage set forth on the Fully-Diluted Cap Table) of the Deductible, reduced by the sum of (i) any applicable withholding tax, (ii) the amount of any indemnification claims that have been paid by the Escrow Agent plus, and (iii) the amount of any indemnification claims previously made by any Purchaser Indemnified Person which have not been fully resolved; (b) the Escrow Agreement will provide that on the third anniversary or, if later, on the date as of which no Tax periods prior to or including the Closing Date are subject to an open Tax audit by any Governmental Body, the balance of the Escrow Amount reduced by (i) any applicable withholding tax, and (ii) the amount of any indemnification claims by any Purchaser Indemnified Person which have not been finally resolved, will be delivered and paid over to the Sellers, who shall nevertheless retain be entitled to receive an amount equal to each Seller's pro-rata portion (to be determined based on each Seller's ownership percentage set forth on the Fully-Diluted Cap Table) of such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementbalance. (c) The Companythe Escrow Agreement will provide for cross-notices to the parties of any disbursement notices to the Escrow Agent, or its designee, shall not and the Escrow Agreement will be liable for any act it may do or omit terminated when all unresolved indemnification claims have been finally resolved and otherwise in accordance with the terms of the Escrow Agreement; and (d) the Escrow Agreement will provide that the Escrow Amount will be held at all time in an interest-bearing escrow account at a major financial institution acceptable to do with respect to holding the Restricted Shares in escrow Purchaser and while acting in good faith and in the exercise of its judgmentSellers' Representative.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs At the Secretary of the CompanyClosing, or such other person designated by the Company, to transfer the Restricted Shares which are subject cash in an amount equal to the Restrictions from the Restricted Shareholder Escrow Amount will be delivered or caused to the Company or the Employerbe delivered by Buyer to SunTrust Bank, as applicable, in escrow agent (the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow“Escrow Agent”), pursuant to the Joint provisions of the escrow agreement in substantially the form attached as Exhibit C hereto, subject to any amendments to such form requested by the Escrow Instructions Agent and mutually agreed to by Buyer and the Company (the “Escrow Agreement”). The Escrow Agreement will be entered into prior to the Effective Time, by and among Buyer, the Stockholders’ Representative and the Escrow Agent, and will (i) provide Buyer with payments pursuant to Section 2.14.5(a), if applicable, from the Adjustment Escrow Amount held in an escrow account (the “Adjustment Escrow Account”), (ii) provide Buyer with payments pursuant to Section 6.21, if applicable, from the Severance Escrow Amount held in an escrow account (the “Severance Escrow Account”) and (iii) provide Buyer with recourse against the Indemnification Escrow Amount held in an escrow account (the “Indemnification Escrow Account”) by the Escrow Agent with respect to Losses and the Company Securityholders’ indemnification obligations under Article X or Article XI, subject to the terms and conditions set forth in the Escrow Agreement and in Article X or Article XI of this Agreement. Upon the twelve (12) month anniversary of the Closing (the “Release Date”), the Escrow Agent shall release all of the then-remaining Escrow Amount (together with all interests and earnings thereon), less the aggregate amount of Losses subject to then-pending Indemnity Claims, to the Company Securityholders in accordance with their respective Pro Rata Shares; provided that, the amount payable in respect of Company Options shall be paid through the Surviving Corporation’s payroll. Except as required by applicable Law, the Parties agree that for all Tax purposes: (i) the right of the Company and Securityholders to the Restricted Shareholder attached hereto Escrow Amount shall be treated as Exhibit B, until all deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Restrictions expire Code and any corresponding provision of foreign, state or shall have been removed. [??As a further condition local Law, as appropriate, and (ii) if and to the Company's and the Employer's obligations under this Agreement, the spouse extent any amount of the Restricted Shareholder, if any, shall execute and deliver Escrow Amount is actually distributed to the Company the Consent of Spouse attached hereto Securityholders, interest may be imputed on such amount as Exhibit C.??] Upon the lapse required by Section 483 or Section 1274 of the Restrictions on Code. All Parties hereto shall file all Tax Returns consistently with the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.foregoing. 74163855_1

Escrow. (a) The Restricted Shareholder hereby authorizes and directs At the Secretary Closing, Eight Hundred (800) shares of the CompanySeries H Preferred Stock otherwise issuable to McCormack at Closing (the "Escrow Shares") shall be registe▇▇▇ ▇▇ ▇he name of, or and be deposited with an institution selected by Buyer with the reasonable consent of the Seller Representative, as escrow agent (the "Escrow Agent"), such other person designated deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the Company, terms set forth herein and in the Escrow Agreement attached hereto as Exhibit J. The Escrow Fund shall be available to transfer the Restricted Shares which are subject compensate Buyer and Fonix pursuant to the Restrictions from indemnification obligations of the Restricted Shareholder to Sellers and McCormack as set forth in Section 8.2. The Escrow Fund shall ▇▇ ▇▇▇ ▇nitial but not the Company or exclusive recourse of the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Buyer Indemnified Persons. (b) To insure While the availability for delivery of Escrow Shares remain in the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited Escrow Agent's possession pursuant to this Agreement and shall, upon execution of this Agreement, deliver McCormack will retain and deposit will be able to exercise all oth▇▇ ▇▇▇▇▇ents of ownership of said Escrow Shares which are not inconsistent with the Secretary terms and conditions of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The CompanyEscrow Agent shall hold the Escrow Fund (or any then remaining portion thereof), subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 8.7(f) below, in escrow until that date which shall be the earlier of (i) the date on which the Escrow Agent receives instructions to terminate the escrow and distribute the Escrow Fund signed by each of Fonix, Buyer and McCormack, and (ii) the second anniversary of the date o▇ ▇▇▇▇ Agreement (the "Termination Date"), provided, however, that if such termination is pursuant to clause (ii) above, the Escrow Agent shall continue to hold and not release after the Termination Date all or its designeea portion of the Escrow Fund equal in stated value to the dollar amount of any claim or claims described in any Officer's Certificate (as defined in Section 8.7(f) below) that is submitted but not resolved before the Termination Date (such amount being referred to as the "Disputed Claim Amount"). (d) Within three (3) business days after the Termination Date (the "Release Date"), the Escrow Agent shall not release from escrow to McCormack all or any then remaining portion of the Escrow ▇▇▇▇, ▇▇ss the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be liable for three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any act it may do or omit to do dispute by settlement and provided the Escrow Agent with mutually executed delivery instructions with respect to holding the Restricted Shares portion of the Escrow Fund then held by the Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in escrow which case the Escrow Agent shall continue to hold any then remaining portion of the Escrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. (e) The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by McCormack or be taken or reached by any legal or equitable pr▇▇▇▇▇ ▇▇ satisfaction of debt or other liability of McCormack, prior to the delivery to McCormack of the Escrow F▇▇▇ ▇▇ ▇▇e Escrow Agent as provided herei▇. (f) Upon receipt by the Escrow Agent on or before the Termination Date of a certificate signed by any executive officer of Fonix or Buyer (an "Officer's Certificate") (i) stating that with respect to the indemnification obligations of the Sellers and while acting McCormack pursuant to this Agreement, Damages exist, and (▇▇) ▇▇▇cifying in good faith and reasonable detail the individual items of such Damages included in the exercise amount so stated, the date each such item was paid or became payable, and the nature of the misrepresentation, breach of warranty or covenant, or other claim to which such item is related, the Escrow Agent shall within two (2) Business Days deliver to McCormack a copy of the Officer's Certificate. No earlier than ▇▇▇ (10) Business Days and no later than fifteen (15) Business Days after the originally delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall deliver to Fonix or Buyer (as specified in the Officer's Certificate) out of the escrow, as promptly as practicable, all or a portion of the Escrow Fund having a value equal to the dollar amount of such Damages, unless prior to such delivery McCormack commences an action to prohibit such delivery, ▇▇ ▇▇▇▇▇ case, the Escrow Agent shall continue to hold the amount of the claim set forth in the Officer's Certificate until such dispute is resolved. For the purpose of compensating Fonix for its judgmentDamages, Escrow Shares shall be valued at their stated value. (g) The Escrow Agent shall have the authority to effect any transfer of Escrow Shares contemplated by the Escrow Agreement. Fonix will cooperate with the Escrow Agent in promptly issuing stock certificates to effect such transfers or replacement stock certificates for any portion of the Escrow Fund not transferred out of the escrow. (h) Notwithstanding anything to the contrary herein or in the Escrow Agreement, on the first anniversary of the Closing Date, the Escrow Agent shall release and distribute to McCormack a total of Four Hundred (400) Escrow Shares, pro▇▇▇▇▇ ▇▇at, as of such date, and giving effect to and after such distribution, the Escrow Fund continues to have deposited shares having sufficient stated value at least equal to the amounts claimed under any Officer's Certificate submitted on or prior to such release date.

Escrow. From and after the date hereof, the Parties (with the Company acting on behalf of the shareholders of the Company until Shareholder Representative shall have been duly constituted and appointed by all of such shareholders) shall cooperate in good faith to, and, on or prior to the Effective Time, shall negotiate and draft an Escrow Agreement pursuant to which: (a) The Restricted Shareholder hereby authorizes and directs for the Secretary purpose of securing the indemnification obligations of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to shareholders of the Company set forth in Article VIII and the Indemnification Agreements, at the Closing, Parent will deposit in escrow with the Escrow Agent (i) certificates representing 15% of the Stock Consideration and (ii) cash representing 15% of the Cash Consideration (such portions of the Stock Consideration and Cash Consideration, plus any interest thereon or other accretions thereto, being collectively referred to as the Employer, as applicable, “Escrow Fund”) in lieu of transferring such portion of the event Stock Consideration and paying such portion of forfeiture the Cash Consideration to holders of such shares pursuant to Certificates in accordance with Section 2.1.2.02; (b) To insure distributions from the availability for delivery Escrow Fund will be made in accordance with Section 8.06; (c) 100% of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment Escrow Fund shall be held by the Secretary Escrow Agent (less any distributions to Parent in escrowconnection with indemnification of any Parent Indemnified Parties) until the later of (i) the six-month anniversary of the Closing Date and (ii) the date on which Parent completes an audit of the Surviving Corporation for the period ending December 31, pursuant 2006 (such later date, the “Initial Release Date”); (d) on the Initial Release Date (or the next succeeding business day if such date is not a business day) the Escrow Agent shall release to the Joint Escrow Instructions former holders of Certificates certificates representing 50% of the Company initial Stock Consideration deposited with the Escrow Agent (less any prior distributions to Parent in connection with indemnification of any Parent Indemnified Parties and the Restricted Shareholder attached hereto as Exhibit B, until all less a portion subject to then-existing claims for indemnification by any Parent Indemnified Parties) and (ii) cash representing 50% of the Restrictions expire initial Cash Consideration deposited with the Escrow Agent (less any prior distributions to Parent in connection with indemnification of any Parent Indemnified Parties and less a portion subject to then-existing claims for indemnification by any Parent Indemnified Parties); (e) from and after the Initial Release Date (or the next succeeding business day if such date is not a business day), all property and amounts remaining in the Escrow Fund after the release described in the preceding clause (d) shall have been removed. [??As be held by the Escrow Agent (less any distributions to Parent in connection with indemnification of any Parent Indemnified Parties) until the 12-month anniversary of the Closing Date; (f) on such 12-month anniversary of the Closing Date (or the next succeeding business day if such date is not a further condition business day), the Escrow Agent shall release to the Company's former holders of Certificates all property and amounts then remaining in the Employer's obligations under this Agreement, Escrow Fund (less a portion subject to then-existing claims for indemnification by any Parent Indemnified Parties); and (g) any property and amounts remaining in the spouse Escrow Fund thereafter shall be distributed to Parent in connection with indemnification of any Parent Indemnified Parties and/or released to the former holders of Certificates upon final resolution of the Restricted Shareholder, if any, shall execute applicable disputes in accordance with any such resolution and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementSection 8.06. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. At the Effective Time, Parent shall withhold the Escrow Cash from the Closing Cash Consideration payable, in accordance with the Merger Consideration Certificate, to the Incentive Plan Representative (a) The Restricted Shareholder hereby authorizes and directs the Secretary on behalf of the CompanyIncentive Plan Participants), or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or Stockholder and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”). For the Employer, as applicable, in the event purposes of forfeiture of such shares pursuant to this Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.12.03, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by Incentive Plan Representative and the Company Stockholder are together referred to as escrow agent, as its attorney-in-fact to sell, assign the “Escrow Participants.” Simultaneously with the execution and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution delivery of this Agreement, deliver Parent, the Incentive Plan Representative (on behalf of the Incentive Plan Participants) and deposit the Escrow Agent shall enter into an escrow agreement (the “Escrow Agreement”) which will provide the terms and conditions for the release of the Escrow Cash, along with any other amounts deposited with the Secretary Escrow Agent as security for the indemnification obligations of Article VIII pursuant to the Company, or terms of this Agreement (such other person designated by the Company, the share certificates representing the Restricted Sharesamounts, together with the share assignment duly endorsed in blankEscrow Cash, attached hereto comprising the “Escrow Amount”), after the second anniversary of the Closing Date, subject to the terms of this Agreement and the Escrow Agreement. On the Closing Date, Parent shall cause the Escrow Cash to be deposited with the Escrow Agent. The Escrow Agent shall hold the Escrow Amount as Exhibit A. The Restricted Shares security for the indemnification rights under Article VIII and share assignment shall be held by the Secretary in escrow, pursuant to the Joint terms of that certain letter agreement dated as of October 30, 2009 between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and NetStreams, L.L.C. (the “▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreement”), amending that certain engagement letter between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and NetStreams, L.L.C. dated February 2, 2009. The parties intend that, for tax purposes, the Escrow Instructions Cash shall qualify for installment sale treatment under §453 of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Code. A portion of the Restrictions expire or shall have been removed. [??As a further condition Escrow Cash will be treated as imputed interest to the Company's and extent required under the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementCode. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. 13.01. The Deposit shall be held in escrow by Escrow Agent in an interest bearing account until disbursed as herein provided. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of this Agreement. The Deposit shall be held and disbursed by Escrow Agent in the following manner: (a) The Restricted Shareholder hereby authorizes and directs to Seller at the Secretary Closing upon consummation of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1.Closing; or (b) To insure to Seller upon receipt by Escrow Agent of written demand therefor, stating (i) that Purchaser has defaulted in the availability for delivery performance of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to Purchaser’s obligations under this Agreement and shall, upon execution the facts and circumstances underlying such default or (ii) that Seller is otherwise entitled to the Deposit pursuant to the terms of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter, if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.provisions of Section 13.02; or (c) The Companyto Purchaser upon receipt of written demand therefor, stating that either (i) this Agreement has been terminated pursuant to a provision hereof and certifying the basis for such termination, or its designee(ii) Seller shall have defaulted in performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of Section 13.02. Notwithstanding the foregoing, if Escrow Agent receives a written demand from Purchaser for the return of the Deposit on or before the expiration of the Due Diligence Period, then Escrow Agent shall immediately send notice thereof to Seller and comply with said demand notwithstanding any contrary instruction Escrow Agent may receive from Seller. 13.02. Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (b) or (c) of Section 13.01 (other than a demand from Purchaser on or before expiration of the Due Diligence Period, as provided above), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the greater of five (5) days or three (3) business days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. 13.03. In the event of any dispute between the parties regarding the Deposit, Escrow Agent shall disregard all instructions received and at its option either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit into a court of competent jurisdiction (whereupon Escrow Agent shall be liable released and relieved of any and all liability and obligations hereunder from and after the date of such deposit). 13.04. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. 13.05. Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Article 13 shall be signed by Escrow Agent, Purchaser and Seller. 13.06. Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any act action taken or suffered by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion of such counsel. 13.07. Escrow Agent may resign at will and be discharged from its judgmentduties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder.

Escrow. On the Closing Date, one hundred thousand shares of the HomeSeekers Common Stock that the Members are entitled to receive pursuant to Section 1 of this Agreement shall instead be delivered on behalf of the Members to an escrow agent to be mutually agreed upon by the parties (the "Escrow Agent"). The escrow shall be subject to the following terms and conditions: (a) The Restricted Shareholder hereby authorizes All fees and directs the Secretary expenses of the Company, or such other person designated escrow agent shall be borne equally by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1parties. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated Additional shares received by the Company as escrow agentMembers with respect to shares held in escrow, as its attorney-in-fact a result of stock dividends and stock splits shall be delivered to sell, assign the Escrow Agent and transfer unto shall be subject to the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution terms of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.; (c) The CompanyEscrow Agent shall hold the shares deposited until the two year anniversary of the Closing Date, whereupon the Escrow Agent shall release to each of the Members that Member's pro rata portion of shares, as directed in writing by Steven Hightower or by Pete▇ ▇▇▇▇▇▇ ▇▇ ▇▇. Hightow▇▇ ▇▇ ▇▇▇▇ ▇ecea▇▇▇ ▇▇ ▇▇▇▇▇▇citated, remaining in the escrow after payment to the Indemnified Parties of all of its indemnity claims approved as provided in this Agreement, except that in the event a claim that may result in indemnification under this Agreement remains undetermined as of the two year anniversary of the Closing Date, a sufficient number of shares shall be retained in escrow to provide for payment of any such claim. On the first anniversary of the Closing Date, after payment to the Indemnified Parties of all of its indemnity claims approved as provided in this Agreement, and provided that there are retained in escrow a sufficient number of shares to provide for payment of any unapproved indemnity claims, the Escrow Agent shall release to the Members the aggregate number of shares of HomeSeekers common stock yielded by multiplying one hundred thousand (100,000) by a fraction equal to (x) one (1) minus (y) the fraction the numerator of which is seven (7) and the denominator of which is the Closing Sale Price for a share of HomeSeekers common stock on the first anniversary of the Closing Date. For example, if the Closing Sale Price for a share of HomeSeekers common stock on the first anniversary of the Closing date is $28.00, and if the unsatisfied indemnity claims are for $280,000 the Escrow Agent shall release a number of share equal to the product of 100,000 times (I minus 7/28), or its designee75,000 shares before retaining shares sufficient to satisfy the $280,000 indemnity claim; and shall retain 10,000 additional shares (valued at $280,000) to satisfy the indemnity claim; and thus shall release 65,000 shares. (d) In the event of any claim by any of the Indemnified Parties for indemnification, the Indemnified Party shall not be liable for any act it may do or omit give written notice to do with the Members, and the parties shall attempt to reach agreement in respect to holding that claim. If the Restricted Shares parties fail to reach agreement within 30 days after notice of a claim has been given, the issue shall be submitted to arbitration in escrow accordance with the rules and while acting requirements of the CPR Center for Dispute Resolution. Each party shall submit three (3) proposed arbitrators. The parties shall agree one of the six (6) arbitrators so proposed. In the event the parties are unable to agree on the arbitrator, then the CPR Center for Dispute Resolution shall supply a panel of five arbitrators, and the parties shall select the arbitrator by taking turns eliminating one arbitrator from the panel until one arbitrator remains. The decision of the arbitrator shall be final and binding on all parties, and appropriate instructions in good faith conformity with that decision shall immediately be given by the arbitrator to the Escrow Agent, who is authorized and in the exercise of its judgmentdirected to rely on such instructions.

Escrow. At the Closing the parties shall deposit $1,200,000 in cash (asuch cash, together with all earnings thereon is referred to as the “Escrow Cash”) The Restricted Shareholder hereby authorizes and directs deducted from the Secretary total Merger Consideration otherwise payable to each of the Company’s shareholders on a pro-rata basis, or in an escrow account (“Indemnification Escrow Account”) to be held in such other person designated by Indemnification Escrow Agreement during the Company, to transfer the Restricted Shares which are subject to the Restrictions period ending two (2) years from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. Effective Date (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow“Escrow Period”), pursuant to the Joint terms of an escrow agreement (“Escrow Instructions Agreement”) negotiated prior to the Closing by ProMed Pomona, the Representative (as defined in Section 1.16 (a) and Group, with an escrow agent mutually acceptable to the parties (“Escrow Agent”). The Indemnification Escrow shall provide a source of funds for the indemnity obligations set forth in Section 7.2(a) of this Agreement and, to the extent provided in Section 7.6, the indemnity obligations set forth in Section 7.2(a) of the agreement and plan of reorganization for the ProMed Company Acquisition (the “ProMed Company Acquisition Agreement”). The Indemnification Escrow Account established pursuant to this Section 1.15 and the Restricted Shareholder attached hereto as Exhibit B, until all indemnification escrow account established pursuant to Section 1.15 of the Restrictions expire or ProMed Company Acquisition Agreement shall have been removedbe collectively referred to as the “Indemnification Escrow Fund”. [??As a further condition to Except for those claims set forth in Sections 7.2(b) and Section 7.4 of the Company's Agreement and Sections 7.2(b) and 7.4 of the Employer's obligations under this ProMed Company Acquisition Agreement, the spouse Indemnification Escrow Fund shall be the exclusive source of indemnity funds for claims of Group, Group Subsidiary, Holdings, and Surviving Corporation or their respective directors, officers, employees, agents and affiliates. Subject to Article 7, (i) on the first business day following the first anniversary of the Restricted ShareholderEffective Date, if anythe Escrow Agent shall deliver 25% of the Escrow Cash in the Indemnification Escrow Account, shall execute less any such amounts applied in satisfaction of a claim for indemnification and deliver any amounts reserved against pending claims related to the indemnification obligations set forth in Article 7 and claims related to the indemnification obligations in the ProMed Company Acquisition, to each of ProMed Pomona’s former shareholders, after giving effect to the Consent of Spouse attached hereto Merger (“Former Shareholders”) in the same proportions as Exhibit C.??] Upon initially deposited in the lapse Indemnification Escrow Account, and (ii) on the first business day following the conclusion of the Restrictions on the Restricted SharesEscrow Period, the escrow agent Escrow Agent shall promptly deliver the remaining Escrow Cash in the Indemnification Escrow Account, less any such amounts applied in satisfaction of a claim for indemnification and any amounts reserved against pending claims related to the Restricted Shareholder indemnification obligations set forth in Article 7 and claims related to the certificate or certificates representing such shares indemnification obligations in the escrow agent's possession belonging ProMed Company Acquisition, to each of the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and Former Shareholders in the exercise of its judgmentsame proportions as initially deposited in the Indemnification Escrow Account.

Escrow. (ai) The Restricted Shareholder hereby authorizes and directs At least one Business Day prior to the Secretary First Closing Date, each Buyer shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the total of the Company, or such other person designated by amounts set forth opposite each Buyer’s name in Columns (3) and (4) of the CompanySchedule of Buyers, to transfer the Restricted Shares which are subject be paid to the Restrictions from the Restricted Shareholder to the Company or the Employeran escrow account of ▇▇▇▇▇ Fargo, as applicableNational Association, in its capacity as escrow agent under the event of forfeiture of Escrow Agreement (in such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1capacity, the Restricted Shareholder hereby appoints the Secretary, or and including any other person designated by the Company as successor escrow agent, the “Escrow Agent”). The aggregate amount to be held in escrow by the Escrow Agent is referred to herein as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit “Escrow Amount”. The Escrow Agent shall hold the Escrow Amount in escrow in accordance with the Secretary terms of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (cii) The CompanyWith respect to each Closing, the Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to the Escrow Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the earlier of: (x) the Closing Date to which such Escrow Amount applies, in which case, such Escrow Amount shall be distributed in accordance with Section 1(a) or Section 1(b), as the case may be; or (y) the Escrow Termination Date (as defined below), in which case any remaining Escrow Amount shall be returned to the Buyers in accordance with their written wire transfer instructions delivered to the Escrow Agent. In the case of the Escrow Termination Date, if the Escrow Agent has not received written wire transfer instructions from any Buyer before the 30th day after the Escrow Termination Date, then the Escrow Agent may, in its designeesole and absolute discretion, either (A) deposit that portion of the Escrow Amount to be returned to such Buyer in a court of competent jurisdiction on written notice to such Buyer and the Escrow Agent shall not be liable for any act it may do or omit to do thereafter have no further liability with respect to holding such deposited funds, or (B) continue to hold such portion of the Restricted Shares in escrow and while acting in good faith Escrow Amount pending receipt of written wire transfer instructions from such Buyer or an order from a court of competent jurisdiction, and in case of clauses (A) and (B), the exercise fees and expenses of its judgmentthe Escrow Agent may be deducted from such portion of the Escrow Amount. The “Escrow Termination Date” shall be the date on which this Agreement terminates under Section 9 hereof, which shall include, for the avoidance of doubt, the date of any Bankruptcy Event (as defined in Section 9(d) hereof).

Escrow. As partial security against (i) termination of this Agreement by Buyer pursuant to Section 9.5 below, (ii) any indemnification claims by the Buyer pursuant to Section 6.7 of this Agreement, (iii) any Pre-Closing Revenue Deficiency, and/or (iv) any Post-Closing Revenue Deficiency, upon full execution hereof, Buyer shall deposit the Deposit Shares in an escrow account (the “Escrow Account”) to be established with Globex Transfer LLC (the “Escrow Agent”). The Deposit Shares shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”). Subject to Section 2.5(a) and 2.5(b) below, (i) promptly following completion of FRLF’s audit of the Assets by its auditor, the Buyer and the Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver a 50% portion of the Deposit Shares remaining in the Escrow Account at such time to the Sellers’ Representative on behalf of the Sellers, and (ii) promptly following 4 months subsequent to the Closing unless there is a disagreement between the Buyer and the Sellers, the Buyer and the Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver any portion of the Deposit Shares remaining in the Escrow Account at such time to the Sellers’ Representative on behalf of the Sellers. The scheduled distribution dates in this Section 2.5 shall each be referred to as a “Release Date”. (a) The Restricted Shareholder hereby authorizes and directs In the Secretary of event that, prior to 5 months subsequent to the CompanyClosing, the Sellers shall be obligated to pay any amounts due to the Buyer under (i) any settlement agreement between the parties, or such other person designated (ii) any judgment or order from a court of competent jurisdiction (which judgment or order is final and either non-appealable or the deadline to make appeal therefrom shall have passed), in either case, regarding any claims for Losses made by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares Buyer pursuant to Section 2.16.7 of this Agreement, then the Buyer and the Sellers shall promptly execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver a number of the Deposit Shares remaining in the Escrow Account to FRLF equal to such amounts divided by $0.23/share (along with duly executed stock powers sufficient to reissue the shares to FRLF), and the remaining balance of Deposit Shares held, if any, pursuant to the Escrow Agreement shall be retained in accordance with the terms of this Section 2.5 and the Escrow Agreement. (b) To insure In the availability event that the Buyer shall have made claim(s) for delivery of the Restricted Shares upon forfeiture Losses pursuant to Section 2.16.7 of this Agreement and such indemnification claim(s) remain outstanding as of a Release Date, then the Deposit Shares scheduled to be released to the Stockholders on such Release Date shall only be delivered to the Stockholders to the extent that the amount of such indemnification claim(s) (the “Claim Amount”), is less than the amount of Deposit Shares that would be held pursuant to the Escrow Agreement after giving effect to such scheduled release multiplied by $0.23/share, in which case, (i) promptly following the Release Date, the Restricted Shareholder hereby appoints Buyer and the SecretarySellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver to Sellers an amount of the Deposit Shares equal to the amount of Deposit Shares scheduled to be released to the Sellers on such Release Date, subject to any reduction needed to ensure that the amount of the Deposit Shares that would be held pursuant to the Escrow Agreement after giving effect to such release equal the Claim Amount divided by $0.23/share, (ii) the Buyer and the Stockholders shall execute any required amendments to the Escrow Agreement in order to extend the period of the Escrow Agreement, and (iii) the portion of the Deposit Shares then held pursuant to the Escrow Agreement equal to the Claim Amount divided by $0.23/share shall remain held in escrow pending the resolution of such indemnification claim. Upon resolution of such outstanding indemnification claim(s), either by mutual agreement of the parties or pursuant to a judgment or order from a court of competent jurisdiction (which judgment or order is final and either non-appealable or the deadline to make appeal therefrom shall have passed), the Buyer and the Sellers shall promptly execute a joint instruction to the Escrow Agent directing the amount of Deposit Shares then held pursuant to the Escrow Agreement to be delivered to (i) Buyer for any other person designated by amounts which Buyer is entitled to receive as a result of the Company as escrow agentresolution of such outstanding indemnification claims(s), as its attorney-in-fact to sell, assign and transfer unto (ii) the Company, such sharesSellers for the amount, if any, forfeited pursuant by which a prior release was reduced to this Agreement and shall, upon execution ensure that the amount of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Deposit Shares and share assignment shall that would continue to be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition Agreement were equal to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted ShareholderClaim Amount divided by $0.23/share and, if anysubsequent to 4 months following the Closing Date, shall execute and deliver any remaining balance pursuant to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The CompanyWith respect to the Sellers’ obligations to indemnify for Losses pursuant to Section 6.7 of this Agreement, the Buyer shall make demand for payment under the Escrow Agreement prior to instituting any proceedings or its designeetaking any other action against the Sellers, unless the failure to institute proceedings or take such other action shall prejudice the Buyer’s ability to make such indemnification claim, and any amounts owed to Buyer pursuant to Section 6.7 of this Agreement, after application of this Section 2.5, shall not be liable for any act it may do or omit paid to do with respect to holding the Restricted Shares Buyer in escrow and while acting in good faith and in the exercise of its judgmentcash.

Escrow. Notwithstanding the provisions of Article I of this Agreement, Parent will deposit with the Escrow Agent a number of shares of Parent Common Stock equal to the quotient of (a) The Restricted Shareholder hereby authorizes Twenty Million Dollars ($20,000,000) divided by (b) the Average Pre-Closing Price of Parent Common Stock (the “Escrow Shares”) to be held and directs the Secretary of the Company, or such other person designated disbursed by the CompanyEscrow Agent in accordance with the Escrow Agreement. The Company will be deemed, without any action on its part, to transfer have received and deposited with the Restricted Shares which are subject Escrow Agent pursuant to the Restrictions from Escrow Agreement the Restricted Shareholder Escrow Shares. All shares of Parent Common Stock to be received by the Company in connection with the Mergers, other than the Escrow Shares will be distributed to the Company or the Employer, as applicable, pursuant to Article I of this Agreement. The Escrow Shares will be represented by a certificate registered in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery name of the Restricted Shares upon forfeiture pursuant nominee of the Escrow Agent (with the Company being the beneficial owner of the Escrow Shares). To the extent that any dividend or distribution, or other transaction with respect to Section 2.1the Escrow Shares, results in a liability for Tax, such Tax liability will be that of the Restricted Shareholder hereby appoints the SecretaryCompany and not of Parent, TTH Surviving Corporation, MHI Surviving Corporation or any other person designated Subsidiary of Parent. Any and all voting rights with respect to the Escrow Shares will be exercisable by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the CompanyEffective Time. Parent, or such other person designated by the Company, the share certificates representing Merger Subs and the Restricted Shares, together with Target Companies hereby agree and acknowledge that the share assignment duly endorsed in blank, attached hereto Escrow Shares will be treated as Exhibit A. The Restricted Shares transferred to and share assignment shall be held owned by the Secretary in escrow, Company as of the Effective Time and at all times thereafter for all Tax purposes. The Escrow Shares will be used to satisfy indemnity claims made by Parent pursuant to the Joint Escrow Instructions Section 7.2(e) and Section 9.2(a) of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes If the Senior Adviser exercises any of his Accelerated Options during the Term and directs the Secretary disposes of any of the Companyshares of Common Stock of the Company (the “Shares”) acquired upon such exercise, the Senior Adviser will deposit the Net Proceeds (as defined below) into an escrow account (the “Escrow”) to be established by the Company with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (or such other person designated bank mutually acceptable to the parties) on terms consistent with the provisions of this Section 11. In addition, any Escrow Shares acquired upon exercise of an Accelerated Option by the CompanySenior Adviser during the Term shall be deposited into the Escrow. The Escrow Shares (or the Net Proceeds thereof, to transfer if applicable) deposited into Escrow are assets of the Restricted Shares which are Senior Adviser, not of the Company and the terms of the escrow agreement will provide that the assets in the Escrow will not be subject to the Restrictions from claims of the Restricted Shareholder to creditors of the Company or and will be released only as provided herein. During the EmployerTerm, as applicable, in the event Senior Adviser shall not transfer any Escrow Shares acquired upon exercise of forfeiture of such shares an Accelerated Option other than pursuant to Section 2.1an arms-length sale to an independent third party. (b) To insure the availability for delivery extent that an Option is partly a Vested Option and partly an Accelerated Option, any exercise of the Restricted Option shall be deemed first to be the exercise of a Vested Option. Any disposition of Shares acquired upon forfeiture pursuant exercise of an Accelerated Option shall be deemed first to Section 2.1, be a disposition of Unrestricted Shares. Any Shares used to pay the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit exercise price and/or satisfy withholding taxes in connection with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted exercise on an Accelerated Option will be Unrestricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The CompanyWithin 2 business days following the earlier of (i) the expiration of the Term at December 31, 2016 or its designee, shall not be liable for (ii) an Involuntary Termination or (iii) any act it may do or omit to do with respect to holding other termination of the Restricted Shares in escrow and while acting in good faith and Senior Adviser other than a termination described in the exercise following sentence, all amounts in the Escrow will be paid to the Senior Adviser, including interest on all amounts held in the Escrow. Within 2 business days following a termination by the Senior Adviser described in Section 10 or a termination by the Company for Cause, all amounts in the Escrow will be paid to the Company. (d) For purposes of its judgment.this Section 11,

Escrow. (a) The Restricted Shareholder hereby authorizes and directs Concurrently with the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver to secure the Buyer's covenants, agreements and deposit with the Secretary obligations hereunder, certain of the CompanyBuyer's affiliates (the "Buyer Affiliates") shall, or such other person designated by on behalf of the CompanyBuyer, deposit (i) $2,000,000 and (ii) the share certificates representing the Restricted Shares, together with the share assignment Escrow Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, attached hereto into escrow pursuant to an escrow agreement in the form set forth as Exhibit A. The Restricted Shares and share assignment shall be held by 1.2-A hereto (the Secretary in escrow"Escrow Agreement"). In addition, pursuant to concurrently with the Joint Escrow Instructions execution of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse each of the Restricted Shareholder, if any, Buyer Affiliates shall execute and deliver to the Company Seller a letter in the Consent form and substance as set forth in Exhibit 1.2-B attached hereto. The Buyer hereby represents and warrants to the Seller that the respective Buyer Affiliate has good and marketable title to the Escrow Shares so deposited into escrow by such Buyer Affiliate and that the Escrow Shares shall be deposited into escrow free and clear of Spouse attached hereto all Liens or claims whatsoever. (b) Such $2,000,000 and the Escrow Shares shall be held by the Escrow Agent (as Exhibit C.??] Upon defined in the lapse Escrow Agreement) and released only pursuant to the terms and conditions of the Restrictions on Escrow Agreement. The Seller and the Restricted Shares, Buyer agree that such $2,000,000 (including any interest earned thereon) and the escrow agent Escrow Shares shall be immediately released and paid to the Seller as liquidated damages in the event that the Agreement is terminated prior to the Closing solely as a result of a breach or default by the Buyer under this Agreement. The Seller and the Buyer also agree that such $2,000,000 (including any interest earned thereon) and the Escrow Shares shall be immediately released to the Buyer Affiliates if this Agreement is terminated prior to the Closing for any other reason. The Seller and the Buyer also agree that such $2,000,000 (including any interest earned thereon) and the Escrow Shares shall be released contemporaneously with the Closing as the parties mutually agree in a manner to facilitate the Closing as contemplated hereby. Each of the Seller and the Buyer shall promptly execute and deliver to the Restricted Shareholder Escrow Agent joint written instructions consistent with the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementforegoing agreements. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The As security for an Employee Shareholder's or a Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution Stock Grant Recipient's faithful performance of this Agreement, deliver and deposit with the Secretary that Employee Shareholder or Restricted Stock Grant Recipient agrees, immediately upon receipt of the Companystock certificate(s) evidencing the Omneon Shares, or to deliver such other person designated by the Company, the share certificates representing the Restricted Sharescertificate(s), together with the share assignment duly endorsed Stock Powers and Spouse Consents executed by that Employee Shareholder or Restricted Stock Grant Recipient and by that Employee Shareholder's or Restricted Stock Grant Recipient's spouse, if any (with the date, transferee, stock certificate number and number of Omneon Shares left blank), in blankthe forms of Exhibit G and H hereto, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by to the Secretary of Omneon or other designee of Omneon (the "Escrow Holder"), who is hereby appointed to hold such certificate(s) and Stock Powers in escrowescrow and to take all such actions and to effectuate all such transfers and/or releases of such Omneon Shares as are in accordance with the terms of this Agreement. Escrow Holder will act solely for Omneon as its agent and not as a fiduciary. Each Employee Shareholder, pursuant each Restricted Stock Grant Recipient and Omneon agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the Joint duties of Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations Holder under this Agreement. Escrow Holder may rely upon any letter, the spouse of the Restricted Shareholder, if any, shall execute notice or other document executed with any signature purported to be genuine and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions may rely on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, advice of counsel and the escrow agent shall be discharged obey any order 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 court with respect to holding the Restricted transactions contemplated by this Agreement. The Omneon Shares in will be released from escrow and while acting in good faith and in upon termination of the exercise of its judgmentForfeiture Contingency.

Escrow. 6.7.1 Within [***] (a[***]) The Restricted Shareholder hereby authorizes and directs the Secretary days of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver ▇▇▇▇▇ and Shionogi shall enter into an escrow agreement (the “Escrow Agreement”) with Iron Mountain Intellectual Property Management, Inc. (the “Escrow Agent”) pursuant to which ▇▇▇▇▇ will deposit the Source Code Materials. Such escrow deposit will be maintained during the term of this Agreement under the Escrow Agent’s standard three-party escrow agreement as modified to address the provisions of this Section 6.7. In the event the Escrow Agreement with the Secretary Escrow Agent is terminated by the Escrow Agent (other than for Shionogi’s breach), then the Parties will promptly mutually agree upon, and enter into an Escrow Agreement on commercially reasonable terms with, another escrow agent to effect the intent of this Section 6.7. 6.7.2 Pursuant to the Escrow Agreement, ▇▇▇▇▇ will update the Source Code Materials deposited with the Escrow Agent on an annual basis to include any enhancements, developments, customizations or modifications of the CompanySource Code Materials. All charges and costs of the Escrow Agent will be paid by Shionogi. 6.7.3 Subject to the terms and conditions of the Escrow Agreement and upon Shionogi’s request, or such other person designated the Parties acknowledge that under the Escrow Agreement any Source Code deposited into escrow (including at the commencement of the escrow arrangement) may be subject to independent testing and verification by the CompanyEscrow Agent (subject to Shionogi’s payment to the Escrow Agent of all charges and costs related thereto) to ensure that the Source Code compiles successfully, with no errors, and that the share certificates representing the Restricted Shares, together compiled software is consistent with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions then-current versions of the Company and Licensed Products. 6.7.4 In the Restricted Shareholder attached hereto as Exhibit B, until all event of the Restrictions expire or shall have been removed. [??As occurrence of a further condition Source Code Release Condition, for the purpose of providing Shionogi access to such technology as may be necessary to permit it to use and maintain the Company's and the Employer's obligations under Licensed Products solely as contemplated by this Agreement, the spouse ▇▇▇▇▇ agrees that Shionogi will be entitled to delivery of a copy of the Restricted ShareholderSource Code Materials, if any, shall execute and deliver from the Escrow Agent. Subject to the Company occurrence of a Source Code Release Condition, ▇▇▇▇▇ will grant to Shionogi a nonexclusive, perpetual, license to use, reproduce and modify the Consent of Spouse attached hereto as Exhibit C.??] Upon Source Code Materials solely in connection with the lapse continued operation, use and maintenance of the Restrictions on Licensed Products as required to exercise its license rights hereunder, including the Restricted Sharesright to compile the Source Code for the Licensed Products and use the resulting Object Code as permitted by this Agreement. For the avoidance of doubt, the escrow agent shall promptly deliver Source Code Materials are and will be the Confidential Information of ▇▇▇▇▇ or its successors and assigns. Shionogi further agrees that Shionogi will not allow any unauthorized person access to Source Code Materials, either before or after the termination of this Agreement, and that Shionogi will take all action reasonably necessary to protect the confidentiality of the Source Code Materials, including without limitation limiting access to only those personnel (including Shionogi’s Third Party vendors) who have a need to access and use such Source Code Materials, have been advised of the confidential nature, and are under an express written obligation to maintain such confidentiality. 6.7.5 During the Option Period, ▇▇▇▇▇ agrees to use commercially reasonable efforts to obtain (a) confirmation from the applicable parent licensors of all ▇▇▇▇▇ In-Licenses dated prior to the Restricted Shareholder Effective Date that ▇▇▇▇▇ may provide Shionogi and its Affiliates and Third Party vendors the certificate or certificates representing such shares right to access the Source Code Materials to exercise Shionogi’s license rights in accordance with this Section 6.7; and (b) confirmation from UC Regents that in the escrow agent's possession belonging event of a termination of the UCSF Agreement for any reason during the Term of this Agreement UC Regents will agree to either (i) an assignment of Shionogi’s sublicense under the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant UCSF Agreement to other restrictions imposed pursuant to this Agreement. (c) The CompanyUC Regents, or its designee(ii) grant a direct license under the relevant technology to Shionogi under a new agreement. In the event that ▇▇▇▇▇ is unable to obtain either such confirmation during the Option Period, shall not be liable for any act it may do or omit then ▇▇▇▇▇ will provide prompt written notice to do Shionogi and will work with respect to holding the Restricted Shares in escrow and while acting Shionogi in good faith to pursue an alternative solution. For clarity, subject to Section 12.7, Shionogi understands and acknowledges that Akili’s failure to obtain either confirmation will not be deemed to be a material breach of this Agreement if ▇▇▇▇▇ has exercised commercially reasonable efforts in the exercise of its judgmentaccordance with this Section 6.7.5.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, Purchaser Indemnitees right to transfer the Restricted Shares which are subject to the Restrictions indemnification from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited a Stockholder pursuant to this Agreement and shall, upon execution Article 6 shall be satisfied out of this Agreement, deliver and deposit with the Secretary such Stockholder’s Pro Rata Portion of the CompanyEscrow Amount before the Purchaser Indemnitees may seek, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant if permitted to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations do so under this Agreement, indemnification directly from such Stockholder. Six months after the spouse Closing Date (the “Initial Release Date”), the Escrow Agent shall release to each Stockholder his or her Pro Rata Portion of an aggregate amount (the “Initial Release Amount”) equal to $650,000 less (i) all amounts utilized to pay any Purchaser Indemnitee for any indemnification claims on or prior to such date, and (ii) an amount equal to the amount of claims for indemnification under this Article 6 asserted prior to Initial Release Date but not yet resolved; provided that in no event shall the Initial Release Amount be less than $0. On the first anniversary of the Restricted ShareholderClosing Date, if any, the Escrow Agent shall execute and deliver release to each Stockholder his or her Pro Rata Portion of the remaining portion of the Escrow Amount (to the Company extent not utilized to pay any Purchaser Indemnitee for any indemnification claim), except that the Consent Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of Spouse attached hereto as Exhibit C.??] Upon claims for indemnification under this Article 6 asserted prior to such first anniversary but not yet resolved (“Unresolved Claims”). The Escrow Amount retained for Unresolved Claims shall be released by the lapse Escrow Agent (to the extent not utilized to pay any Purchaser Indemnitees for any such claims resolved in favor of any such Purchaser Indemnitees) upon their resolution in accordance with this Article 6 and the terms of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs At the Secretary Closing, the Purchaser will withhold 950,000 of the CompanyExchange Shares to be issued to each Corporation Stockholder in accordance with Section 2.6(a) (rounded down to the nearest whole number of shares to be issued to such Corporation Stockholder) and deliver such shares (the "Escrow Shares") to Borden Ladner Gervais LLP (the "Escrow Agent"), or such other person designated as escrow ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇ Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of an escrow agreement (the "Escrow Agreement") in a form to be mutually agreed by the Companyparties hereto prior to Closing and, upon such agreement, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, be attached hereto as applicable, in the event of forfeiture of such shares pursuant to Section 2.1Exhibit 2.7. (b) To insure Subject to the availability for delivery terms of the Restricted Escrow Agreement, the Escrow Shares will be held by the Escrow Agent from the Closing until the dates set forth in the Escrow Agreement (the "Escrow Period"). Any shares of Purchaser Common Stock or other equity securities issued or distributed by the Purchaser (including securities issued upon forfeiture a Capital Change) with respect to the Escrow Shares in the Escrow Period shall be added to and considered part of the Escrow Shares. Cash dividends on the Escrow Shares shall be deposited with the Escrow Agent until release thereof pursuant to Section 2.1the Escrow Agreement. The Escrow Shares withheld from each Corporation Stockholder will be represented by a certificate or certificates issued in the name of the Escrow Agent. Each Corporation Stockholder shall be shown as the record owner on the Purchaser's books and records of such number of Escrow Shares. (c) In the event that the Merger is approved by the Corporation Stockholders as provided herein, the Restricted Shareholder hereby appoints Corporation Stockholders shall, without any further act of any Corporation Stockholder, be deemed to have consented to and approved (i) the Secretaryuse of the Escrow Shares as collateral for the Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, or any other person designated by (ii) the Company appointment of Bill McAleer as escrow agent, the representative of the Corporation Sto▇▇▇▇▇▇▇▇▇ (▇he "Stockholder Representative") with respect to the matters set forth in Article 10 and under the Escrow Agreement and as its the attorney-in-fact and agent for and on behalf of each Corporation Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to sellbe taken by him under the Escrow Agreement (including, assign without limitation, the exercise of the power to: authorize delivery to the Purchaser of Escrow Shares in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and transfer unto the Company, compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such shares, if any, forfeited claims; resolve any claim made pursuant to this Agreement Article 10; and shall, upon execution of this Agreement, deliver and deposit with take all actions necessary in the Secretary judgment of the Company, or such other person designated by Stockholder Representative for the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions accomplishment of the Company foregoing) and the Restricted Shareholder attached hereto as Exhibit B, until (iii) to all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's other terms, conditions and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares limitations in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) Prior to the Closing, Seller and Purchaser shall jointly appoint the acting notary to serve as their joint agent to receive and hold on behalf of both Parties the Escrow Amount (the “Escrow Agent”). The Restricted Shareholder hereby authorizes and directs Parties shall instruct the Secretary Escrow Agent to open a bank account to receive payment by Purchaser of the Company, or such other person designated by Escrow Amount (the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1“Escrow Account”). (b) To insure The funds in the availability Escrow Account shall serve as collateral for delivery Purchaser with respect to any claims of the Restricted Shares upon forfeiture Purchaser against Seller arising out of or in connection with this Agreement, in particular pursuant to Section 2.14.7, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign Section 11 and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution Section 15.2 of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Unless provided otherwise in this Agreement, the Escrow Account shall be subject to the terms and conditions agreed upon between Seller and Purchaser on the one side and the Escrow Agent on the other side (the “Escrow Agreement”). (d) Interest accrued on the Escrow Account shall be added to, and considered to be part of, and fees and expenses of the Escrow Agent shall be deducted from, the Escrow Amount. (e) The CompanyEscrow Agent shall be instructed to release any funds on the Escrow Account only (i) in accordance with corresponding (übereinstimmenden) or joint written instructions from Seller and Purchaser; (ii) to Purchaser in such amounts in which payment claims of Purchaser against Seller under or in connection with this Agreement have been adjudicated by final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch), in each case upon presentation by Purchaser of an original (Ausfertigung) of the respective judgment or award; or (iii) pursuant to Section 4.3(f). (f) Within thirteen (13) months after the Closing Date, the Escrow Agent shall release to Seller the funds then remaining in the Escrow Account after deduction of (i) the outstanding fees of the Escrow Agent and (ii) the amounts of any outstanding payment claim that Purchaser has asserted against Seller by way of a duly filed complaint or request for arbitration under or in connection with this Agreement (the “Final Claims”). The funds remaining in the Escrow Account after such release shall be released by the Escrow Agent pursuant to Section 4.3(e)(i) or 4.3(e)(ii), or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and Seller in the exercise amounts of its judgmentany Final Claims that have been denied by final court judgment or arbitral award, upon presentation by Seller of an original of the respective judgment or award.

Escrow. (ai) The Restricted Shareholder hereby authorizes and directs Contemporaneous with the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and Purchaser shall deposit with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. (The “Escrow Holder”) the Secretary amount of Fifty Thousand ($50,000.00) Dollars as a good faith non-refundable deposit (the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall “Cash Deposit”) to be held by the Secretary Escrow Holder in escrowan Attorney Escrow Account at the Sterling National Bank, New York, New York pursuant to the Joint terms of an Escrow Instructions Agreement, dated as at the date hereof among the Parties hereto and the Escrow Holder and annexed hereto and incorporated by reference herein as Exhibit “A.” The non-refundable Cash Deposit shall be paid to the Sellers Representative, for and on behalf of the Company and Selling Parties in the Restricted Shareholder attached hereto event that the Purchaser shall not fulfill its obligations pursuant to Sections 1-3, above, unless the Purchaser is precluded from fulfilling its obligations hereunder as Exhibit B, until all a result of the Restrictions expire actions or inactions of the Selling Parties, in which event the Cash Deposit shall have been removed. [??As a further condition be returned to the Company's Purchaser. In the event the transactions contemplated by this Agreement are consummated, the non-refundable Cash Deposit shall be delivered to the Sellers Representative and deducted from that part of the Employer's obligations under Purchase Price to be paid by Purchaser pursuant to Section 1, herein. (ii) Contemporaneous with the execution of this Agreement, the spouse Selling Parties shall deliver to the Escrow Holder share certificates of the Restricted ShareholderCompany (the ”Certificates”) representing all of the Selling Parties Shares as set forth and described in the Escrow Agreement annexed hereto as Exhibit A among the Escrow Holder, if anythe Selling Parties and the Purchaser. Pursuant to the Escrow Agreement, the Certificates will be held in escrow until (A) the Closing at which time the Escrow Holder shall deliver the Certificates to the Purchaser coincident with the fulfillment of all of the obligations of the respective Parties hereto at the Closing; or (B) as otherwise provide in the Escrow Agreement. (iii) At the Closing the Parties shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse each and all of the Restrictions on agreements, documents and instruments set forth and described in Section 12 herein; and upon delivery of the Restricted SharesCash Deposit and the Certificates, the escrow agent Escrow Agreement shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementterminate. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (ai) Unless otherwise agreed to by the Company and a Purchaser, simultaneously with the execution and delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement and the Secretary Escrow Agreement, from the date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, or such other person designated by in which case, if the CompanyEscrow Agent then holds any portion of the Escrow Amount, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, then: (1) in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated a termination by the Company, the share certificates representing Escrow Agent shall return the Restricted Sharesportion of the Escrow Amount received from each Purchaser which it then holds, together to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the share assignment duly endorsed Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in blankits sole and absolute discretion, attached hereto as Exhibit A. The Restricted Shares either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and share assignment the Escrow Agent shall be held by thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Secretary Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in escrowthe case of the Closing, pursuant to the Joint Escrow Instructions receipt of written instructions from the Company and Canaccord that the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or Closing shall have been removed. [??As a further condition consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to Canaccord, the fees and reimbursable expenses payable to the Placement Agents (which fees and expenses shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company's . (iii) The Escrow Agent has acted as legal counsel to the Placement Agents in connection with this Agreement and the Employer's obligations other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Sharesother Transaction Documents, the escrow agent shall promptly deliver Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Restricted Shareholder Escrow Agent to represent the certificate or certificates representing such shares Placement Agents in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of connection with 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 matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (civ) The Company, or its designee, provisions of this Section 2.1(d) shall not be liable for survive any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise termination of its judgmentthis Agreement.

Escrow. (ai) The Restricted Shareholder hereby authorizes Simultaneously with the execution and directs delivery of this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the Secretary of “Escrow Agent”) set forth on Exhibit G attached hereto (the Company, or such other person designated aggregate amounts received being held in escrow by the Company, Escrow Agent are referred to transfer herein as the Restricted Shares which are subject to “Escrow Amount”). The Escrow Agent shall hold the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, Escrow Amount in the event of forfeiture of such shares pursuant to escrow in accordance with Section 2.12.1(d)(ii) below. (bii) To insure The Escrow Agent shall continue to hold the availability for delivery of the Restricted Shares upon forfeiture pursuant Escrow Amount in escrow in accordance with and subject to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with from the Secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (A) the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (B) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such other person designated portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (A) to the Placement Agent, the fees payable to such Placement Agent, and (B) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the share certificates representing Purchasers or Placement Agent of this Agreement or any of the Restricted Shares, together with Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the share assignment duly endorsed Escrow Amount in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions escrow pending receipt of written instructions from the Company and the Restricted Shareholder attached hereto as Exhibit B, until all Placement Agent directing the release of the Restrictions expire Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been removed. [??As furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a further condition separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Company's proper Person, and the Employer's obligations under this Agreementshall have no responsibility for making inquiry as to, or for determining, the spouse genuineness, accuracy or validity thereof, or of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse authority of the Restrictions on Person signing or presenting the Restricted Shares, the escrow agent shall promptly deliver same; and (v) may consult counsel satisfactory to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, unless such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) Escrow Agent has acted as legal counsel to the Company in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Company including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consents to permit the Escrow Agent to represent the Company in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. (a) The Restricted Shareholder Seller and Buyer hereby authorizes designate the Title Company as “Escrow Agent” to receive and directs hold the Secretary of the CompanyDeposit, or and Escrow Agent agrees to act in such other person designated by the Company, to transfer the Restricted Shares which are capacity subject to the Restrictions from provisions of this Section 21. Promptly upon receipt, Escrow Agent shall hold the Restricted Shareholder Deposit in a demand or money market account in a federally insured financial institution approved by Buyer and Seller located in Philadelphia, Pennsylvania, and such funds may not be commingled with any other deposits held by Escrow Agent. Any interest which accrues on the Deposit shall be deemed to be part of the Company or Deposit and disposed with the Employer, as applicable, Deposit in the event of forfeiture of such shares pursuant to accordance with this Section 2.121. (b) To insure On receipt by Escrow Agent of a statement executed by Buyer prior to, on or after the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1Closing Date, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to that this Agreement and shall, upon execution has been terminated by Buyer as of this Agreement, deliver and deposit with the Secretary right or because of the Company, or such other person designated a default by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations Seller under this Agreement, Escrow Agent shall within five (5) days thereafter deliver a copy of said statement to Seller in accordance with Section 17 and return the spouse Deposit to Buyer on the tenth (10th) day after receipt by Escrow Agent of said statement unless Escrow Agent, prior to such date, receives from Seller a statement contesting the accuracy of Buyer’s statement and demanding retention of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementDeposit by Escrow Agent. (c) The CompanyOn receipt by Escrow Agent of a statement executed by Seller prior to, on or its designeeafter the Closing Date, that this Agreement has been terminated because of a default by Buyer under this Agreement, Escrow Agent shall not within five (5) days thereafter deliver a copy of said statement to Buyer in accordance with Section 17 and deliver the Deposit to Seller on the tenth (10th) day after receipt by Escrow Agent of said statement unless Escrow Agent, prior to such date, receives from Buyer a statement contesting the accuracy of Seller’s statement and demanding retention of the Deposit by Escrow Agent. (d) On receipt by Escrow Agent of a notice of objection from Seller or Buyer under subparagraphs (b) or (c) above, Escrow Agent shall retain the Deposit and thereafter deliver the proceeds of the Deposit to either Seller or Buyer, as Seller and Buyer may direct by a statement executed by them both, provided Escrow Agent may at any time after receiving such a statement retain the Deposit, and with notice to Seller and Buyer, surrender the Deposit to a court of competent jurisdiction in the Commonwealth of Pennsylvania for such disposition as may be liable for any act it may do directed by such court. (e) Upon delivery of the Deposit to either Seller, Buyer or omit a court of competent jurisdiction under and pursuant to do the provisions of this Section 21, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to holding or arising out of the Restricted Shares in escrow Deposit and while acting in good faith any and in the exercise all of its judgmentobligations arising therefrom. (f) The Escrow Agent is executing this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Section 21. (g) The provisions of this Section 21 shall survive Closing or the earlier termination of this Agreement.

Escrow. Notwithstanding any provision of this Agreement to the contrary, the Closing of the Transactions contemplated hereunder shall be completed in escrow, with all deliveries in connection with the Transactions hereunder being made to ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., as escrow agent (the “Escrow Agent”), to be held in escrow and disposed of by the Escrow Agent in accordance with the terms and provisions of a certain Deposit and Escrow Agreement by and between Seller, Buyer and Escrow Agent dated May 17, 2004, as amended, a copy of which is attached hereto as Schedule 1.9 (the “Escrow Agreement”). The parties hereto agree to amend the Escrow Agreement to the extent required to make the provisions thereof consistent with the terms of the escrow set forth herein. In furtherance of the escrow closing, the following shall apply: (a) The Restricted Shareholder hereby authorizes and directs In lieu of delivering the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject Share Purchase Price to the Restrictions from the Restricted Shareholder Stockholders as provided for in Section 1.5(a), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Company or Escrow Agreement, the Employeramount of $315,000, which together with the Initial Deposit (as applicable, defined in the event Escrow Agreement) of forfeiture of such shares pursuant to Section 2.1$25,000 previously paid into escrow by Buyer, represents the Share Purchase Price. (b) To insure In lieu of delivering to Buyer certificates for the availability Shares provided for delivery in Section 1.6, Stockholders shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, certificate(s) registered in the name of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates Stockholders representing the Restricted Shares, together with the share assignment accompanied by stock powers duly endorsed in blank, attached hereto with Stockholder’s signature medallion guaranteed by a national bank. (c) In lieu of delivering the Note Purchase Price to the Seller as Exhibit A. The Restricted Shares and share assignment provided for in Section 1.5(b), Buyer shall deliver or cause to be held by the Secretary in escrow, delivered to Escrow Agent for deposit into escrow pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse Note Purchase Price. (d) In lieu of delivering to Buyer the Restricted Shareholderoriginal Notes and the Note Assignment transferring the Notes to Buyer as provided for in Section 1.7, if anySeller shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the original Notes and the Note Assignment, duly executed by Seller. (e) In lieu of delivering the New Share Purchase Price to the Company as provided for in Section 1.5(c), Buyer shall execute and deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of $50,000 representing the New Share Purchase Price. (f) In lieu of delivering to Transfer Agent the Issuance Direction provided for in Section 1.6, the Company shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Issuance Direction. (g) Concurrently with the Closing, Buyer shall, in writing, instruct the Escrow Agent to deliver to the Company the Consent original Notes, the Note Assignment, a notice of Spouse election to convert the Notes, in substantially the form attached hereto as Exhibit C.??] Upon C (“Buyer Conversion Notice”), with instructions from the lapse Company directing the Transfer Agent to issue to Buyer, in connection with the conversion of the Restrictions on Notes, 24,577,395 shares of the Restricted Company’s common stock (“Buyer Conversion Shares, the escrow agent ”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and instructions to the Transfer Agent. (h) Concurrently with the Closing, Seller shall, in writing, instruct the Escrow Agent to deliver to the Restricted Shareholder Company the certificate or certificates representing such original Seller Notes and a notice of election to convert the Seller Notes, in substantially the form attached hereto as Exhibit D (“Seller Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Seller, in connection with the conversion of the Seller Notes, 1,200,000 shares in of the escrow agent's possession belonging Company’s common stock (“Seller Conversion Shares”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and instructions to the Restricted ShareholderTransfer Agent (i) At such time as all of the conditions precedent to Closing under Article VIII hereof have been satisfied by the respective parties, and no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, each party shall have made all deliveries required by each of them under this Agreement to the Escrow Agent, and the escrow agent expiration ten (10) day waiting period following the filing and mailing of the Information Statement (as defined in Section 7.5), the parties hereto shall be discharged of all further obligations hereunder; provided, however, provide written notice to Escrow Agent directing that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to be disposed of in accordance with the Escrow Agreement and the terms of this Agreement, subject to the Indemnity Escrow Fund to be handled in accordance with Article IX hereof and the Escrow Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. With respect to each Purchaser that has not agreed to wire its Subscription Amount directly to the Company: (ai) Simultaneously with the execution and delivery of this Agreement by such Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser’s Subscription Amount to be paid to a non-interest bearing escrow account of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). The Escrow Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Restricted Shareholder hereby authorizes Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and directs subject to this Agreement, from the Secretary date of its receipt of the Companyfunds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.17, or such other person designated by in which case, if the CompanyEscrow Agent then holds any portion of the Escrow Amount, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, then: (1) in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated a termination by the Company, the share certificates representing Escrow Agent shall return the Restricted Sharesportion of the Escrow Amount received from each Purchaser which it then holds, together to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the share assignment duly endorsed Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in blankits sole and absolute discretion, attached hereto as Exhibit A. The Restricted Shares either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and share assignment the Escrow Agent shall be held by thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Secretary Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in escrowthe case of the Closing, pursuant to the Joint Escrow Instructions receipt of written instructions from the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of Lead Placement Agent that the Restrictions expire or Closing shall have been removed. [??As a further condition consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agents, the fees payable to such Placement Agents (which fees shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company's . (iii) The Company and the Employer's obligations under Purchasers contributing to the Escrow Amount acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this AgreementSection 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the spouse Purchasers or Placement Agents of this Agreement or any of the Restricted Shareholder, if any, shall execute and deliver to Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Consent of Spouse attached hereto as Exhibit C.??] Upon Lead Placement Agent directing the lapse release of the Restrictions Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Lead Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the Restricted Sharespart of the Escrow Agent (collectively, the escrow agent “Escrow Agent Duties”); (iii) shall promptly deliver not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Restricted Shareholder proper Person, and shall have no responsibility for making inquiry as to, or for determining, the certificate genuineness, accuracy or certificates representing such shares in validity thereof, or of the escrow agent's possession belonging authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to the Restricted Shareholderit, and the escrow agent opinion or advice of such counsel in any instance shall be discharged full and complete authorization and protection in respect of all further obligations hereunder; providedany action taken, however, that the escrow agent shall nevertheless retain such certificate suffered 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 omitted by it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting hereunder in good faith and in accordance with the exercise opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agents in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agents in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall have the right at any time to resign for any reason and be discharged of its judgmentduties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agents and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agents and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Lead Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Lead Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs following shall be deposited in a segregated escrow account (the Secretary “Escrow Account”) with the Escrow Agent: (i) as the sole remedy for the indemnification obligations of the CompanyCompany Indemnitors set forth in Section 7.1(a), 7,500,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to the Members (the “Indemnity Escrow Shares”); and (ii) as the sole means of providing for downward adjustments (if any) to the aggregate number of shares of Holdco Common Stock issued hereunder (or such other person designated any related surrender of shares of Holdco Common Stock by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares Members) pursuant to Section 2.11.5(d)(iv), an additional 1,000,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to the Members (the “Adjustment Escrow Shares” and together with the Indemnity Escrow Shares and the Adjustment Escrow Shares, the “Escrow Shares”). The Escrow Shares shall be allocated among the Members in the same proportion as their proportionate share of the Holdco Common Stock being issued hereunder, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the LIBB Representative, the Committee and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit B hereto (the “Escrow Agreement”). (b) To insure On the availability for delivery date that is three (3) Business Days after (i) if there are no Items of Dispute, the thirtieth (30th) calendar day after the Independent Parties’ receipt of the Restricted Shares upon forfeiture pursuant to Section 2.1Closing Net Working Capital Statement, or (ii) if there are Items of Dispute, the Restricted Shareholder hereby appoints day such Items of Dispute are finally resolved in accordance with Section 1.5(d), the Secretary, or any other person designated by Escrow Agent shall release the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, number of Adjustment Escrow Shares (if any, forfeited pursuant ) to this Agreement be surrendered to Holdco in accordance with Section 1.5(d) to Holdco and shall, upon execution of this Agreement, deliver and deposit with shall release the Secretary remainder of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Adjustment Escrow Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares Members in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates same proportions as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreementoriginally deposited into escrow. (c) The CompanyNo Indemnity Escrow Shares shall be released from the Escrow Account until the date on which Holdco’s independent registered public accounting firm has issued its report relating to Holdco’s financial statements for its fiscal year ending December 31, 2015 (the “Escrow Termination Date”). On the Escrow Termination Date, the Escrow Agent shall release to the Members any remaining Indemnity Escrow Shares, less the number of Indemnity Escrow Shares to be applied in satisfaction of resolved indemnification claims or its designee, shall not be liable for any act it may do or omit to do reserved with respect to holding the Restricted Shares in escrow and while acting in good faith and unresolved indemnification claims made prior to such date pursuant to Section 7.1(a) (“Pending Claims”), in the exercise same proportions as originally deposited into escrow. Promptly after each Pending Claim has been finally resolved, any remaining Indemnity Escrow Shares not applied in satisfaction of its judgmentresolved indemnification claims or reserved with respect to Pending Claims shall be delivered to the Members in the same proportions as originally deposited into escrow promptly upon such resolution.

Escrow. At Closing, Buyer shall pay the Escrow Amount to the Escrow Agent, which amount shall be held in an account (athe “Escrow Account”) The Restricted Shareholder hereby authorizes to secure and directs the Secretary serve as a fund in respect of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery indemnification obligations of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorneySellers under this Agreement and for post-in-fact to sell, assign and transfer unto the Company, such sharesclosing adjustments, if any, forfeited due Buyer pursuant to this Agreement Section 1.4(f)(ii) and shallshall be distributed in accordance with the Escrow Agreement. No later than five (5) business days after the one (1) year anniversary of the Closing Date (the “First Release Date”), upon execution ▇▇▇▇▇ and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the Sellers’ Representative (for further distribution to the Non-Rollover Sellers) an amount equal to less (a) any amount(s) paid to Buyer out of this the Escrow Account in accordance with Section 1.4(f) and the Escrow Agreement, deliver and deposit with the Secretary (b) any amount(s) paid to Buyer Indemnified Persons out of the CompanyEscrow Account in respect of any claims made by Buyer Indemnified Persons in accordance with Article X and the Escrow Agreement on or before the First Release Date and (c) the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in accordance with Article X and the Escrow Agreement on or before the First Release Date. No later than five (5) business days after the eighteen (18) month anniversary of the Closing Date (the “Second Release Date”), Buyer and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the Sellers’ Representative (for further distribution to the Non-Rollover Sellers) an amount equal to the balance of the Escrow Amount in the Escrow Account (with any earnings thereon) as of the Second Release Date less the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in accordance with Article X and the Escrow Agreement on or before the Second Release Date; provided that with respect to any pending claim as of the Second Release Date, promptly following resolution of such other person designated by the Companypending claim, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholderamount, if any, of such pending claim which has not been paid, which is not payable to any Buyer Indemnified Person pursuant to Article X in connection with such resolution, and which is not required to remain in the Escrow Account to satisfy other pending claims shall execute and deliver be paid to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver Sellers’ Representative (for further distribution to the Restricted Shareholder Non-Rollover Sellers) in accordance with the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder hereby authorizes and directs Of the Secretary of the Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares Merger Cash payable pursuant to Section 2.1. 1.7(a) in respect of each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time, a portion thereof equal to the Escrow Percentage will, without any act of any Company Stockholder, be deposited with the Escrow Agent, such deposit to constitute an Escrow Fund (bas defined in Section 7.2) To insure to be governed by the availability terms of Section 7.2 (such Merger Cash deposited in the Escrow Fund, the “Escrow Cash”). Set forth opposite each Company Stockholder’s name on Exhibit C is a preliminary schedule showing the Escrow Cash to be contributed on behalf of each such Company Stockholder, subject to adjustment for delivery occurrences between the date of this Agreement and the Restricted Shares upon forfeiture Closing Date that affect the allocation of Merger Cash. With respect to each Company Stockholder who will receive Merger Cash pursuant to Section 2.11.7(a) that is Restricted, (i) the contributions on behalf of such Company Stockholder to the Escrow Cash shall be comprised of Merger Cash that is Restricted and Merger Cash that is Unrestricted in the same proportion that the total amount of Merger Cash such Company Stockholder is entitled to receive is comprised of Merger Cash that is Restricted and Merger Cash that is Unrestricted and (ii) the Restricted Shareholder hereby appoints Merger Cash contributed on behalf of such Company Stockholder included in the Secretary, or any other person designated by Escrow Cash shall be allocated among the amounts of Restricted Merger Cash that Vest at different times in the same proportions as the total amount of such Company as escrow agent, as its attorney-in-fact Stockholder’s Restricted Merger Cash that Vests at each such time. Any fraction of a cent of Merger Cash that would otherwise result from the payment of Merger Cash to sell, assign and transfer unto the Company, such shares, if any, forfeited be deposited into Escrow Fund pursuant to this Agreement Section 1.7(c) by virtue of ownership of outstanding shares of Company Capital Stock shall be rounded up to the nearest whole cent, and shallany fraction of a cent that would otherwise result from the payment of the remaining Merger Cash which each such Company Stockholder would otherwise be entitled to receive under Section 1.7(a) by virtue of ownership of outstanding shares of Company Capital Stock shall be rounded down to the nearest whole cent. As soon as practicable after the Effective Time, upon execution of this Agreement, deliver and deposit subject to and in accordance with the Secretary provisions of Section 7.2, Parent shall cause to be distributed to the Escrow Agent a wire transfer in the aggregate amount of Merger Cash included in the Escrow Cash. The Escrow Cash deposited in the Escrow Fund shall be available to compensate Parent as provided in Article VII. Any income, gains, losses and expenses of the Company, or such other person designated Escrow Fund shall be reported by the Companyparties for all income tax purposes in a manner consistent with Proposed Treasury Regulation Section 1.468B-8. Within ten (10) days following the end of each calendar quarter, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment Parent shall be held by the Secretary in escrow, pursuant entitled to the Joint Escrow Instructions a disbursement of 2% of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions income earned for such quarter on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged Escrow Fund that is treated as income 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 AgreementParent. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. (a) The Restricted Shareholder Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Restricted any Unreleased Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares forfeited pursuant to Section 2.12 above from Employee to the Company. (b) To insure the availability for delivery of the Restricted Employee’s Unreleased Shares upon forfeiture pursuant to under Section 2.12, the Restricted Shareholder Employee hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agentagent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesUnreleased Shares, if any, forfeited by Employee pursuant to this Agreement Section 2 and shall, upon execution of this Agreement, deliver and deposit with the Secretary secretary of the Company, or such other person designated by the Company, the share certificates certificate(s) representing the Restricted Unreleased Shares, together with the share stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Unreleased Shares and share stock assignment shall be held by the Secretary secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder Employee attached hereto as Exhibit BB hereto, until all the Shares are forfeited as provided in Section 2, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Restrictions expire or shall have been removed. [??As a further condition to Unreleased Shares from the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted SharesForfeiture Restriction, the escrow agent shall promptly deliver to the Restricted Shareholder Employee the certificate or certificates representing such shares Shares in the escrow agent's ’s possession belonging to the Restricted ShareholderEmployee, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If any assets or other securities received by or distributed to Employee with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 3(b) and the Joint Escrow Instructions, such assets or other securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such assets or other securities relate from the Forfeiture Restriction (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company’s Repurchase Option pursuant to this Agreement). (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, an aggregate number of shares of Ascend Common Stock to be received by the holders of Andover Games Membership Units, allocated pro rata amongst such holders, representing five percent (a5%) The Restricted Shareholder hereby authorizes and directs the Secretary of the Companyshares of Ascend Common Stock to be outstanding immediately after the Closing Date, or such other person designated by shall be deposited into escrow (the Company“Escrow Shares), in accordance with the terms and conditions of the escrow agreement to transfer be entered into at the Restricted Shares which are subject to Closing between Ascend, the Restrictions from Committee (defined below), the Restricted Shareholder to the Representative (defined below) and Continental Stock Transfer & Trust Company or the Employer(“CST&T”), as applicableescrow agent (“Escrow Agent”), in form and substance mutually and reasonably agreed to by Ascend and Andover Games and providing for the event terms contemplated by Article VII hereof (the “Escrow Agreement”). The Escrow Agreement shall provide that, on the 5th business day after Ascend has filed with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2011 (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares, less that portion thereof applied in satisfaction of forfeiture of such shares or reserved with respect to indemnification claims in connection with claims made pursuant to Section 2.1. 7.1(a) of this Agreement (b) To insure “Escrow Claims”). Any Escrow Shares due to be released on the availability for delivery Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to the stockholders of Andover Games in the Restricted Shares same proportions as originally deposited into escrow, promptly upon forfeiture pursuant such resolution, subject to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such sharesreduction, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit for the indemnification obligation associated with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint resolved Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementClaim. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith and in the exercise of its judgment.