Common use of Escrow Clause in Contracts

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

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

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

Escrow. To insure the availability for delivery of Restricted (a) The Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of issued under this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Agreement shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of an escrow holder designated by the Company and Executive attached hereto as Exhibit A-2(the "Escrow Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's options and right of first refusal with respect to such Shares as set forth above. (b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (c) If the Company or any assignee exercises its Lapsing Repurchase Option or Right as provided of First Refusal hereunder, until the Escrow Holder, upon receipt of written notice of such Restricted exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or Right of First Refusal have been exercised or expire unexercised or a portion of the Shares are no longer Restricted has been released from the provisions of Section 3 hereof, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares pursuant and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing the Purchaser shall have all the rights of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder a stockholder with respect to those Restricted such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the provisions of Section 3, there is (i) any stock dividend, stock split or other change in the Shares; provided, howeveror (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, that any and all new, substituted or additional securities to which the escrow agent Purchaser is entitled by reason of his ownership of the Shares shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant immediately subject to this Agreementescrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option or Right of First Refusal.

Escrow. To insure Upon issuance, the availability for delivery of certificates representing Restricted Shares upon repurchase Stock shall be deposited in escrow with the Company to be held and administered by the Company pursuant in accordance with the provisions of this Agreement and the Founder shall execute and deliver a stock power in favor of the Company in substantially the form attached as Exhibit A. In addition, any new, substituted or additional securities or other property distributed upon or in respect of shares of Restricted Stock which are subject to the Lapsing Right of Repurchase Right hereundershall immediately be delivered to the Company to be held in escrow. Subject to the provisions hereof, the Executive hereby appoints the secretary of the Company, Founder or any other person designated by the Company, as escrow agentPermitted Transferee, as the Executive’s attorney-in-fact case may be, shall have all rights of a stockholder with respect to sellRestricted Stock held in escrow, assign including without limitation the right to vote such shares of Restricted Stock and transfer unto the Company, right to receive any cash dividends thereon. All regular cash dividends on such Restricted Shares, if any, repurchased by shares (or other securities at the Company pursuant time held in escrow) shall be paid directly to the Lapsing Repurchase Right Founder and/or any Permitted Transferee thereof, as applicable, 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 shall not be held in escrow. Restricted SharesStock, together with the stock assignmentany other assets or securities held in escrow hereunder, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant (i) surrendered to the Joint Escrow Instructions Company for repurchase and cancellation upon the Company’s exercise of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Right of Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant or (ii) released to the terms hereof, Founder and/or such Permitted Transferee upon the Founder’s or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Permitted Transferee’s request to the Executive extent the certificate or certificates representing such Restricted Shares which shares are no longer subject to a Right of Repurchase (but not more frequently than once every six months). In any event, when all of the Lapsing Repurchase shares of Restricted Stock (and any other vested assets and securities attributable thereto) are no longer subject to a Right in the escrow agent’s possession belonging of Repurchase, such shares shall be released to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain Founder and/or such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementPermitted Transferee.

Escrow. To insure the availability for delivery The Supplier shall ensure that all Software identified in Part 1 of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign Schedule [ ] (Escrow and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted SharesHolding), together with the stock assignmentrelevant Source Code and associated documentation (together, duly endorsed the “Deposited Materials”), is placed in blankescrow and held respectively with NCC Escrow International Limited (or if such company ceases to provide escrow and holding services its successor or such organisation offering similar services) (“NCC”) on the Customers request and at the Customers cost and within the time period stipulated by the Customer. Without prejudice to its rights and remedies under this Agreement, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment at law or in equity, the Customer shall be entitled to withhold payments in respect of the Services relating to any Software, the Source Code of which has not been placed into escrow by the Supplier and/or not given by the Supplier to be held by NCC, within 30 days of the secretary or other designee Customer's request. The Supplier shall ensure that all Deposited Materials are updated whenever there is a change to them and, in escrowany event, at least once in each Contract Year. The Supplier shall ensure that all Deposited Materials shall be placed in escrow and/or held pursuant to an agreement on NCC’s standard terms for Single Licensees and NCC’s Holding Agreement (Depositor Deposits) respectively provided that notwithstanding anything stated to the Joint Escrow Instructions contrary in NCC’s standard terms for Single Licensees and/or NCC’s Holding Agreement (Depositor Deposits), the expiry or termination of this Agreement shall be an event resulting in the release of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant Source Code to the Customer (each agreement on such terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing inclusive of the restrictions associated proviso stated, being an "Escrow Agreement" and/or a “Holding Agreement” respectively). In the event of the Deposited Materials being released in accordance with Restricted Sharesthe Escrow Agreement, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Supplier grants to the Executive the certificate or certificates representing such Restricted Shares which are no longer Customer a worldwide, non-exclusive, non-transferable (subject to the Lapsing Repurchase Right remaining provisions of Clause 39.1.3(b)), royalty-free licence to run, use, maintain, modify and enhance those Deposited Materials including the right to transfer that licence to any third party in the escrow agent’s possession belonging to the Executiveaccordance with a Regulatory Authority's request, and the escrow agent right to permit its subcontractors or suppliers (subject to the confidentiality restrictions set out in the Escrow Agreement) to access, run, use, maintain, modify and enhance the Deposited Materials exclusively on behalf of the Customer, as a result of an Insolvency Event occurring in respect of the Supplier, the licence referred to in Clause 39.1.2 shall be discharged perpetual; and for any other reason, the licence referred to in Clause 39.1.2 shall be limited to a period of all further obligations hereunder 18 months from the date of termination or expiry of this Agreement. The Customer shall be entitled to verify, or request a third party to verify (subject to such third party having executed an NDA with respect to those Restricted Shares; providedthe Customer), howeverany Deposited Materials placed in escrow or being held in accordance with this Clause [ ] on request, at its own cost and in accordance with the terms of the Escrow Agreement and/or Holding Agreement, save that if any such verification determines that the escrow agent Deposited Materials are incomplete or defective, the Supplier shall nevertheless retain such certificate or certificates as reimburse the escrow agent may Customer for the cost of the verification. A breach of this Clause 39 shall be required pursuant to other restrictions imposed pursuant to considered a material Default of this Agreement.

Escrow. To insure As soon as reasonably practicable following the availability for delivery of Restricted Shares upon repurchase 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 Company pursuant Parties that is to be deposited in escrow (the “Escrowed Material”). The Service Provider shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms 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 Lapsing Repurchase Right hereunderService 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 Executive hereby appoints the secretary Purchaser may assign, novate or otherwise dispose of the Company, 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, as escrow agentprovided 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 be a Government Body shall not, subject to clause 39.6, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the 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 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 the Executive“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 respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract 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 attorneyobligations 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-inContracting The Purchaser approves the appointment of the Sub-fact 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 sell, assign 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 transfer unto omissions of its Sub-contractors as though they are its own. Where the Company, such Restricted Shares, if any, repurchased 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 Company pursuant Service Provider to the Lapsing Repurchase Right 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 shallprovides that, upon execution where the Purchaser has made payment to the Service Provider in respect of this AgreementServices and the Sub-contractor’s invoice relates to such Services then, deliver and deposit with to that extent, the secretary 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 CompanyPurchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, or such other person designated that matter may be referred by the CompanySub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the share certificates representing Sub-contractor has not before the Restricted SharesCommencement Date already planned to award to a particular supplier, together 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 contract; includes provisions requiring the conduct of audits; and is in the 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 correct designation of the 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 performance of its contract with legal obligations in the stock assignmentfields of environmental, duly endorsed social or employment law or if any of the termination events specified in blank, attached hereto clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as Exhibit Aclause 41.4.1 in any Sub-l. The Restricted Shares and stock assignment shall be held contract which it awards. Where requested by the secretary or other designee in escrowPurchaser, pursuant copies of any Sub-contract must be sent by the Service Provider to the Joint Escrow Instructions 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 Public Contracts Scotland Portal; and follow a procedure leading to the selection of the Company Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until transparency and which ensures that such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer procedure is in effectaccessible by small and medium enterprises. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.Change

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

Escrow. To insure Any share certificates issued upon the availability for delivery exercise of Restricted Option Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person shall be deposited with an escrow holder designated by the Company, as escrow agent, as Corporation (the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares“Escrow Holder”), together with a stock power executed in blank as security for the stock assignmentRight of First Refusal and the Repurchase Option. Accordingly, duly endorsed said shares shall not be sold, pledged, or otherwise transferred so long as they remain subject to either or both of the Right of First Refusal and the Repurchase Option except as provided in blankSection 10 and Section 11, attached hereto as Exhibit A-l. The Restricted Shares respectively, and stock assignment any transfer or purported transfer in violation thereof shall be held null and void, except that Optionee may transfer the Option Shares to a Permitted Transferee, provided the Permitted Transferees agrees in writing to be bound by the secretary or Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other designee in escrow, pursuant to the Joint Escrow Instructions restrictions against transfer of the Company and Executive attached hereto Option Shares as Exhibit A-2set forth in this Agreement. The Corporation, until the Company exercises by written resolution adopted by its Lapsing Repurchase Right as provided hereunderboard of directors, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, may terminate the escrow agent shall promptly upon written requestand direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, or periodically without written requestas appropriate, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the Escrow Holder shall not be required to deliver such certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow agent shall nevertheless retain such certificate or certificates as remain subject to the escrow agent may be required pursuant to Repurchase Option, the Right of First Refusal, the Market Stand Off, and all other restrictions imposed pursuant to against transfer of the Option Shares as set forth in this Agreement. The Escrow Holder may resign at any time, provided that (i) its duties are undertaken by a successor escrow holder, or (ii) the certificate(s) representing the Option Shares are deposited with any court of competent jurisdiction. Any bank doing business in California is deemed to be such a suitable successor, in which case there shall be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to its assuming the duties of escrow holder and the original escrow holder is authorized to execute as agent for each party an escrow agreement or instructions containing such additional terms. The Escrow Holder shall in no event be liable for damages to any party resulting from the exercise of its duties hereunder, or for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as escrow holder hereunder except to the extent that a court of competent jurisdiction has made a final determination that they arose from the gross negligence or willful misconduct of the Escrow Holder. Optionee and/or Permitted Transferees shall have full voting rights and shall be entitled to dividends, if any, with respect to the escrowed shares.

Escrow. To insure At the availability Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) At the Effective Time, BOKF shall deposit the principal amount of $1,000,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by (ii) any Representation Allowed Escrow Claim (as hereafter defined) is referred to herein as the Representation Escrow Funds". (b) The Representation Escrow Funds shall be invested in a certificate of deposit at the Bank maturing one year from date, at the rate and on the terms and conditions generally offered by Bank for delivery certificates of Restricted Shares deposit of comparable size and duration, and upon repurchase maturity as necessary, in three-month certificates of deposit at Bank at the rates and on terms and conditions generally offered by the Company pursuant Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will either be waived by Bank or borne by BOKF. (c) The representations, warranties, covenants and agreements of CNBT contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, arising from any breach by CNBT of any such representations, warranties, covenants, and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to CNBT on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Lapsing Repurchase Right hereundersole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares(iii) all payments, if any, repurchased by to be made in respect of any Losses shall be made solely from the Company pursuant Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the Lapsing Repurchase Right extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, upon execution of this Agreementon or before April 15, deliver and deposit with 2002, distribute the secretary Representation Escrow Funds on a pro rata basis to the holders of the CompanyCNBT Common as of the Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, 2002, the Escrow Agent shall (i) on or before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or such other person designated by (ii) a final adjudication determining the Companymerits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the share certificates representing Escrow Agent shall pay the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto claim of BOKF as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary mutually agreed or other designee in escrow, pursuant to the Joint finally adjudicated (an "Representation Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveAllowed Claim"), and the escrow agent Escrow Agent shall distribute any remaining Escrow Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (f) The rights of the holders of the CNBT Common in the Representation Escrow and the Representation Escrow Funds shall not be assignable or transferable except by operation of law or by intestacy and will not be evidenced by any certificate or other interest. (g) The persons who are members of the Board of Directors of CNBT immediately prior to the Closing shall collectively serve as agents, acting by majority vote in the same manner as a board of directors acting under the TCBA, for the holders of the CNBT Common as of the Effective Time and shall have full authority to act for and on behalf thereof in the administration of the provisions of this Section (the "Agents"). The actions of the Agents shall be discharged deemed actions taken by them as members of all further obligations hereunder the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementRepresentation Escrow.

Escrow. (a) Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator from time to time, to transfer the Restricted Shares as to which the Company Repurchase Right has been exercised from Participant (or his or her transferee or legal representative, as the case may be) to the Company. (b) To insure the availability for delivery of the Restricted Shares upon repurchase by the Company pursuant to the Lapsing Company Repurchase Right hereunderRight, the Executive hereby Participant appoints the secretary Secretary of the Company, or any such other person designated by the Company, Administrator from time to time as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Company Repurchase Right and shall, upon execution of this Agreementthe applicable Exercise Notice, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the CompanyAdministrator from time to time, the any share certificates certificate(s) representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. Stock Assignment. The Restricted Shares and stock assignment Stock Assignment shall be held by the secretary Secretary, or such other designee person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2Instructions, until the Company exercises its Lapsing the Company Repurchase Right as provided hereunderRight, until such Restricted Shares are no longer Restricted Shares pursuant to released from the terms hereof, Company Repurchase Right as set forth in Section 4.1(d) or until such time as this Agreement no longer is in effect. Upon lapsing release of the restrictions associated with Restricted SharesShares from the Company’s Repurchase Right, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, as soon as reasonably practicable deliver to the Executive the Participant any certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveParticipant, and the escrow agent shall be discharged of all further obligations hereunder hereunder. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to those holding the Restricted Shares; provided, however, that Shares in escrow and while acting in good faith and in the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementexercise of its judgment.

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

Escrow. To insure the availability for delivery of (a) Restricted Shares upon repurchase will be held by the Company pursuant to the Lapsing Repurchase Right hereunderor its authorized representatives until (i) they are forfeited, the Executive hereby (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. Holder appoints the secretary of the Company, or any other person designated by the Company, Company and its authorized representatives as escrow agent, as the Executive’s attorney-inHolder’sattorney(s)-in-fact to sell, assign take all actions necessary to effect any transfer of forfeited Restricted Shares (and transfer unto the Company, such Restricted SharesRetained Distributions (as defined below), if any, repurchased by paid on such forfeited Restricted Shares) to the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to this Agreement and to execute such representations or other restrictions imposed pursuant documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) All cash dividends and other distributions made or declared with respect to Restricted Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Restricted Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to the Restricted Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Restricted Share with respect to which the Retained Distributions were paid or declared. (c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

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

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

Escrow. To insure the availability for delivery of Restricted (a) Unvested Shares upon repurchase will be held by the Company pursuant to the Lapsing Repurchase Right hereunderor its authorized representatives until (i) they are forfeited, the Executive hereby (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. Holder appoints the secretary of the Company, or any other person designated by the Company, Company and its authorized representatives as escrow agent, as the ExecutiveHolder’s attorney-inattorney(s)-in-fact to sell, assign take all actions necessary to effect any transfer of forfeited Unvested Shares (and transfer unto the Company, such Restricted SharesRetained Distributions (as defined below), if any, repurchased by paid on such forfeited Unvested Shares) to the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to this Agreement and to execute such representations or other restrictions imposed pursuant documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or declared. (c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

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

Escrow. To insure the availability for delivery of Restricted (a) The Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of issued under this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Agreement shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of an escrow holder designated by the Company and Executive attached hereto as Exhibit A-2(the "Escrow Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's Right of First Refusal with respect to such Shares as set forth above. (b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instruc tions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (c) If the Company or any assignee exercises its Lapsing Repurchase Right as provided of First Refusal hereunder, until the Escrow Holder, upon receipt of written notice of such Restricted exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Right of First Refusal have been exercised or expire unexercised or a portion of the Shares are no longer Restricted has been released from the provisions of Section 3 hereof, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares pursuant and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing the Purchaser shall have all the rights of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder a shareholder with respect to those Restricted such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the provisions of Section 3, there is (i) any stock dividend, stock split or other change in the Shares; provided, howeveror (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, that any and all new, substituted or additional securities to which the escrow agent Purchaser is entitled by reason of his ownership of the Shares shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant immediately subject to this Agreementescrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Right of First Refusal.

Escrow. To insure 4.1 The Escrow Account shall be operated, and the availability Escrow Sum and interest accruing on it (or any part of it) shall be applied, in accordance with this Clause 4 and the Escrow Agreement. 4.2 [ ]* 4.3 [ ]* 4.4 For the purposes of Clause 4.3(c), a Claim shall be regarded as finally determined if: (a) the Claim is withdrawn; (b) the Seller and the Purchaser so agree in writing; or (c) it is an Uncontested Refund Claim; or * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) a competent court or arbitral tribunal (as the case may be) has awarded judgment or granted an award (as appropriate) in respect of the Claim and, where relevant, the period for delivery lodging an appeal has expired without an appeal having been lodged. 4.5 Any interest which accrues on the Escrow Sum (or any part of Restricted Shares upon repurchase it) while in the Escrow Account shall follow the principal amount and shall be paid to the Seller or the Purchaser (as the case may be) at the same time as payment of the corresponding principal. 4.6 Amounts to be paid to the Purchaser from the Escrow Account shall, if necessary, be converted into EUR at the Exchange Rate applicable on the Business Day immediately preceding the date the relevant amount is paid to the Purchaser, other than in respect of an Uncontested Refund Claim which (if not paid by the Target Company pursuant in EUR) shall be converted to EUR at the Lapsing Repurchase Right hereunder, Exchange Rate applicable on the Executive hereby appoints date the secretary of the Company, or any other person designated relevant refund was paid by the Company, Target Company in question. 4.7 The Seller and the Purchaser shall: (a) as escrow agent, soon as reasonably practicable after the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution date of this Agreement, deliver execute the Escrow Agreement; and (b) after Closing promptly give or join in giving all such instructions as are necessary to procure the operation of the Escrow Account, and deposit application of the Escrow Sum and interest accruing on it (or any part of it), in accordance with the secretary provisions of this Clause 4.7. 4.8 The fees and expenses of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Escrow Agent (including any taxes) shall be held by borne equally between the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, Purchaser and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementSeller.

Escrow. To insure (a) The Escrow Amount to be paid by Buyer at Closing to the availability for delivery of Restricted Shares upon repurchase by the Company Escrow Agent pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person Section 2.02(c) shall be deposited in an interest bearing account (“Escrow Account”) established and designated by the CompanyEscrow Agent, in accordance with the terms of the Escrow Agreement. (b) Any payment Seller is obligated to make to any Buyer Indemnitee pursuant to Article VI or this Article VIII, as escrow agentmay be finally determined pursuant to Article VI or this Article VIII, as shall be satisfied first by release of funds to the Executive’s attorney-in-fact to sell, assign and transfer unto Buyer Indemnitee from the Company, such Restricted Shares, if any, repurchased Escrow Account by the Company Escrow Agent. Seller and Buyer agree to jointly provide notice to the Escrow Agent of any sums due and owing to any Buyer Indemnitee pursuant to Article VI or this Article VIII promptly following final determination of the Lapsing Repurchase Right sum so due and shallowing, upon execution and the amount paid by Escrow Agent shall accordingly reduce the Escrow Amount. On the Expiration Date, the Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Buyer Indemnitees for any indemnification claim due or owing in accordance with the terms of this Agreement) to Seller, deliver and deposit with except that the secretary of Escrow Agent shall retain an amount (up to the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be total amount then held by the secretary or other designee Escrow Agent in escrow, pursuant the Escrow Account) equal to the Joint Escrow Instructions amount of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant claims for indemnification under Article VI or this Article VIII that have been asserted in writing prior to the terms hereof, or until such time as this Agreement no longer is in effectExpiration Date but not yet resolved (“Unresolved Claims”). Upon lapsing of The Escrow Amount retained for Unresolved Claims shall be released by the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Escrow Agent (to the Executive the certificate extent not utilized to pay any Buyer Indemnitees for any such claims resolved in favor of such Buyer Indemnitees) upon their resolution in accordance with Article VI or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executivethis Article VIII, as applicable, and the escrow agent shall be discharged terms of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement. (c) Under no circumstances shall the deposit of the Escrow Amount into the Escrow Account or the provisions of this Section 8.09 serve to create (or imply an agreement to create) any type of limitation on the liabilities and obligations of Seller under this Agreement to the amount of funds held in Escrow Account. Seller’s liabilities under this Agreement shall apply irrespective of whether such liabilities may exceed the amount of funds held in Escrow Account as of any time.

Escrow. Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator from time to time, to transfer the Restricted Shares as to which the Company Repurchase Right has been exercised from Participant (or his or her transferee or legal representative, as the case may be) to the Company. To insure ensure the availability for delivery of the Restricted Shares upon repurchase by the Company pursuant to the Lapsing Company Repurchase Right hereunderRight, the Executive hereby Participant appoints the secretary Secretary of the Company, or any such other person designated by the Company, Administrator from time to time as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Company Repurchase Right and shall, upon execution of this Agreementthe applicable Exercise Notice, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the CompanyAdministrator from time to time, the any share certificates certificate(s) representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. Stock Assignment. The Restricted Shares and stock assignment Stock Assignment shall be held by the secretary Secretary, or such other designee person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2Instructions, until the Company exercises its Lapsing the Company Repurchase Right as provided hereunderRight, until such Restricted Shares are no longer Restricted Shares pursuant to released from the terms hereof, Company Repurchase Right as set forth in Section 3(a)(iv) or until such time as this Option Agreement no longer is in effect. Upon lapsing release of the restrictions associated with Restricted SharesShares from the Company’s Repurchase Right, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, as soon as reasonably practicable deliver to the Executive the Participant any certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveParticipant, and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to those holding the Restricted Shares; provided, however, that Shares in escrow and while acting in good faith and in the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementexercise of its judgment.

Escrow. To insure a. The Parties have deposited or will cause to be deposited with Escrow Specialists Inc., as Escrow Agent, the availability for delivery of Restricted Shares upon repurchase items described in Schedule A attached hereto. In accordance with the Services Agreement the funds received from Escrow Agent are to be distributed to The Client and ERC Funding. b. The Parties agree to distribute each check as they are received by the Company pursuant Escrow Agent and not wait for the totality of checks to arrive. c. Client understands that ERC Fundings’ fee is on the total Employee Retention Credit (“ERC”) Credit Amount issued by the IRS and that a portion or all of the Clients’ check(s) may be withheld for various reasons by the IRS. As a result of this, the Parties agree that the first disbursement of funds shall be first to ERC Funding totaling the agreed upon Fee of the ERC Credit Amount and any monies thereafter will be sent to The Client, which if nothing was withheld from the IRS for unpaid payroll taxes, or otherwise held at the IRS’s discretion, should equate to the Lapsing Repurchase Right hereunderremainder of the ERC Credit Amount less our Fee. d. Escrow Agent or ERC Funding are not responsible for funds until it is actually received in the account of Escrow Agent. e. In the event the IRS mails an ERC check(s) to the business address and not Escrow Agent as intended, the Executive hereby appoints Client agrees to immediately notify ERC Funding via email at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇ and forward the secretary check to Escrow Agent within 3 business days. Mailing address for the Escrow Agent, LLC is: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Failure to do so constitutes a breach of contract and ERC Funding will notify the Company, or any other person designated IRS to rescind the claim and/or pursue collection remedies. This may result in increased tax liability for the Client. f. Any costs incurred from using Escrow Agent will be paid for by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementERC Funding.

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

Escrow. To insure In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for grossly negligent or willful action or default or breach of trust, and it shall accordingly not incur any such liability with respect (i) to any action taken or omitted in good faith and/or upon advice of its counsel or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the availability for delivery validity and effectiveness of Restricted Shares upon repurchase by the Company pursuant its provisions but also as to the Lapsing Repurchase Right hereundertruth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution provisions of this Agreement. Seller and Buyer shall reimburse Escrow Agent for any and all losses, deliver claims, damages, liabilities and deposit expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with its acceptance or the secretary performance of its duties hereunder, including any litigation arising from this Agreement or involving the Companysubject matter hereof, but excluding any grossly negligent or such other person designated willful action or default or breach of trust by Escrow Agent. In the Companyevent of a dispute between Seller and Buyer sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the share certificates representing the Restricted Sharescustody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with the stock assignmentsuch legal pleadings as it deems appropriate, duly endorsed and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in blank, attached hereto such court as Exhibit A-l. The Restricted Shares Escrow Agent shall determine to have jurisdiction thereof. Seller and stock assignment Buyer shall be held by the secretary or other designee in escrow, pursuant to the bear all costs and expenses of any such legal proceedings. Purchase and Sale Agreement and Joint Escrow Instructions of the Company Purchase and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Sale Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.Joint Escrow Instructions

Escrow. To insure the availability for delivery of Restricted Grantee’s unvested Shares upon repurchase by cancellation and forfeiture pursuant to Section 4, Grantee hereby irrevocably appoints the Secretary of the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the CompanyCompany (the “Escrow Agent”), as escrow agent, agent and as the Executive’s its attorney-in-fact to sell, assign and transfer deliver unto the Company, Company such Restricted unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the CompanyEscrow Agent, the share certificates representing the Restricted unvested Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. . The Restricted unvested Shares and stock assignment shall be held by the secretary or other designee Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, escrow until such Restricted unvested Shares are no longer Restricted Shares pursuant to the terms hereofbecome vested, or until such time as this Agreement is no longer is in effect. Upon lapsing vesting of the restrictions associated with Restricted Shares, the escrow agent Escrow Agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Grantee the certificate or certificates representing such Restricted vested Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agentEscrow Agent’s possession belonging to the ExecutiveGrantee, and the escrow agent Escrow Agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent Escrow Agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. Grantee hereby irrevocably authorizes and directs the Escrow Agent to transfer the unvested Shares which have been cancelled and forfeited to the Company. The Escrow Agent shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure Upon issuance, the availability for delivery of certificates representing Restricted Shares upon repurchase Stock shall be deposited in escrow with the Company to be held and administered by the Company pursuant in accordance with the provisions of this Agreement and the Founder shall execute and deliver a stock power in favor of the Company in substantially the form attached as Exhibit A. In addition, any new, substituted or additional securities or other property distributed upon or in respect of shares of Restricted Stock which are subject to the Lapsing Right of Repurchase Right hereundershall immediately be delivered to the Company to be held in escrow. Subject to the provisions hereof, the Executive hereby appoints the secretary of the Company, Founder or any other person designated by the Company, as escrow agentPermitted Transferee, as the Executive’s attorney-in-fact case may be, shall have all rights of a stockholder with respect to sellRestricted Stock held in escrow, assign including without limitation the right to vote such shares of Restricted Stock and transfer unto the Company, right to receive any cash dividends thereon All regular cash dividends on such Restricted Shares, if any, repurchased by shares (or other securities at the Company pursuant time held in escrow) shall be paid directly to the Lapsing Repurchase Right Founder and/or any Permitted Transferee thereof, as applicable, 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 shall not be held in escrow. Restricted SharesStock, together with the stock assignmentany other assets or securities held in escrow hereunder, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant (i) surrendered to the Joint Escrow Instructions Company for repurchase and cancellation upon the Company’s exercise of the Company and Executive attached hereto as Exhibit A-2its Right of Repurchase, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant or (ii) released to the terms hereof, Founder and/or such Permitted Transferee upon the Founder’s or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver Permitted Transferee’s request to the Executive extent the certificate or certificates representing such Restricted Shares which shares are no longer subject to a Right of Repurchase (but not more frequently than once every six months). In any event, when all of the Lapsing Repurchase shares of Restricted Stock (and any other vested assets and securities attributable thereto) are no longer subject to a Right in the escrow agent’s possession belonging of Repurchase, such shares shall be released to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain Founder and/or such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementPermitted Transferee.

Escrow. To insure (a) At the availability for delivery of Restricted Shares upon repurchase by Closing, cash in an amount equal to $19 million otherwise payable to the Company pursuant Shareholders in the Merger shall be deducted on a pro rata basis from all payments of Merger Consideration to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the be made to Company Shareholders and shall be delivered to Wilmington Trust Company, as escrow agentagent (the "Escrow Agent"), under the Escrow Agreement for the creation of an escrow (the "Escrow Account"). Such amount of cash together with any amounts that may be deposited into the Escrow Account as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company a result of any payments made pursuant to Section 2.9(b) shall be called the Lapsing Repurchase Right and shall, upon execution of this "Escrow Amount." As more fully set forth in the Escrow Agreement, deliver and deposit with subject to the secretary terms thereof, the Escrow Amount shall be reduced on the dates set forth below (each, a "Release Date") such that the Escrow Amount immediately after such release will be as listed below. It being understood that if the Escrow Amount, on any Release Date, is less than the corresponding amount to which the Escrow Amount is to be reduced, no release of cash shall occur until the next Release Date. 18 months after the Closing Date the sum of $12.5 million plus the Withheld Amounts (as defined below) as of such date 36 months after the Closing Date the sum of $4.0 million plus the Withheld Amounts as of such date On each Release Date, Escrow Amounts, in excess of the Company, or Reduced Escrow Amount set forth opposite such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Release Date shall be held by the secretary or other designee in escrow, pursuant distributed to the Joint Escrow Instructions Representative on behalf of the Company and Executive attached hereto Shareholders. The term "Withheld Amounts" shall mean the aggregate amount, as Exhibit A-2of the date for the determination hereof, until of (i) all amounts that the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Escrow Agent is then required to pay to Buyer pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted SharesEscrow Agreement, plus (ii) all amounts specified in notices of claim received by the escrow agent Escrow Agent as of such date and not then paid. (b) The Escrow Amount (or any portion thereof) shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver be distributed to the Executive Representative, on behalf of the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveCompany Shareholders, and the escrow agent Buyer at the time, and upon the terms and conditions set forth in the Escrow Agreement. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Shareholders shall constitute approval by such Company Shareholders, as specific terms of the Merger, and the irrevocable agreement of such Company Shareholders to be discharged bound by and comply with, the Escrow Agreement and all of all further the arrangements and provisions of this Agreement relating thereto, including without limitation the deposit of the Escrow Amount into the Escrow Account, the indemnification obligations hereunder with respect set forth in Article X hereof and the appointment and sole authority to those Restricted Shares; providedact on behalf of the Company Shareholders of the Representative, however, that as provided for herein and in the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Escrow Agreement.

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

Escrow. To insure As soon as reasonably practicable following the availability for delivery of Restricted Shares upon repurchase 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 Company pursuant Parties that is to be deposited in escrow (the “Escrowed Material”). The Parties shall, from time to time, agree which software and/or documentation shall be deposited in escrow (the “Escrowed Material”), such agreement not to be unreasonably withheld or delayed. The Service Provider shall as soon as reasonably practicable thereafter enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Lapsing Repurchase Right hereunderPurchaser in respect of the Escrowed Material. The Service Provider shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms 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 Executive hereby appoints annual fees and update fees under the secretary 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 CompanyPurchaser. 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, as escrow agentprovided 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 be a Government Body shall not, subject to clause 39.6, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the 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 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 the Executive“Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency, Change of Control of Financial Distress) shall be available to the Service Provider in the event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract 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 attorneyobligations 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-inContracting The Purchaser approves the appointment of the Sub-fact 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 sell, assign 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 transfer unto omissions of its Sub-contractors as though they are its own. Where the Company, such Restricted Shares, if any, repurchased 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 Company pursuant Service Provider to the Lapsing Repurchase Right 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 shallprovides that, upon execution where the Purchaser has made payment to the Service Provider in respect of this AgreementServices and the Sub-contractor’s invoice relates to such Services then, deliver and deposit with to that extent, the secretary 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 CompanyPurchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, or such other person designated that matter may be referred by the CompanySub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the share certificates representing Sub-contractor has not before the Restricted SharesCommencement Date already planned to award to a particular supplier, together 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 contract; includes provisions requiring the conduct of audits; and is in the 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 correct designation of the 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 performance of its contract with legal obligations in the stock assignmentfields of environmental, duly endorsed social or employment law or if any of the termination events specified in blank, attached hereto clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as Exhibit Aclause 41.4.1 in any Sub-l. The Restricted Shares and stock assignment shall be held contract which it awards. Where requested by the secretary or other designee in escrowPurchaser, pursuant copies of any Sub-contract must be sent by the Service Provider to the Joint Escrow Instructions 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 Public Contracts Scotland Portal; and follow a procedure leading to the selection of the Company Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until transparency and which ensures that such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer procedure is in effectaccessible by small and medium enterprises. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.Change

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

Escrow. (i) Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator from time to time, to transfer the Restricted Shares as to which the Company Repurchase Right has been exercised from Participant (or his or her transferee or legal representative, as the case may be) to the Company. (ii) To insure ensure the availability for delivery of the Restricted Shares upon repurchase by the Company pursuant to the Lapsing Company Repurchase Right hereunderRight, the Executive hereby Participant appoints the secretary Secretary of the Company, or any such other person designated by the Company, Administrator from time to time as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Company Repurchase Right and shall, upon execution of this Agreementthe applicable Exercise Notice, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the CompanyAdministrator from time to time, the any share certificates certificate(s) representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. Stock Assignment. The Restricted Shares and stock assignment Stock Assignment shall be held by the secretary Secretary, or such other designee person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2Instructions, until the Company exercises its Lapsing the Company Repurchase Right as provided hereunderRight, until such Restricted Shares are no longer Restricted Shares pursuant to released from the terms hereof, Company Repurchase Right as set forth in Section 3(a)(iv) or until such time as this Option Agreement no longer is in effect. Upon lapsing release of the restrictions associated with Restricted SharesShares from the Company’s Repurchase Right, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, as soon as reasonably practicable deliver to the Executive the Participant any certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveParticipant, and the escrow agent shall be discharged of all further obligations hereunder hereunder. (iii) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to those holding the Restricted Shares; provided, however, that Shares in escrow and while acting in good faith and in the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementexercise of its judgment.

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

Escrow. To insure the availability for delivery (a) The Indemnity Escrow Amount shall serve as a security for, and a source of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderpayment of, the Executive hereby appoints the secretary of the Company, or any Parent Indemnified Parties’ indemnification rights under this Article VIII (other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Sharesthan Losses under Section 8.02(j)), if any, repurchased and shall be disbursed in accordance with the terms of the Escrow Agreement. The Indemnity Escrow Amount shall be the sole and exclusive source of recourse for the Parent Indemnified Parties for any and all Losses under Section 8.02(a) (except for any such Losses arising from breaches of Company Fundamental Representations, or fraud or intentional misrepresentation). Except for any claims of fraud or intentional misrepresentation, Parent Indemnified Parties shall first seek recourse against the Indemnity Escrow Account for any and all Losses for which Parent Indemnified Parties are entitled to recovery under this Article VIII (other than Losses under Section 8.02(j)) until the Indemnity Escrow Account has been depleted in full. (b) The Special Escrow Amount shall serve as a security for, and a source of payment of, Parent Indemnified Parties’ indemnification rights under Section 8.02(j), if any, and shall be disbursed in accordance with the terms of the Escrow Agreement. The Special Escrow Amount shall be the sole and exclusive source of recourse for the Parent Indemnified Parties for any and all Losses under Section 8.02(j) (except for any such Losses arising from fraud or intentional misrepresentation). (c) The procedures for Parent Indemnified Parties to make claims against the Working Capital Escrow Account, Indemnity Escrow Account and Special Escrow Account, for the Stockholder Representative to object to such claims, and for Parent Indemnified Parties to resolve any such objections shall be as set forth in the Escrow Agreement. (d) Fifty percent (50%) of the Indemnity Escrow Amount and (b) fifty percent (50%) of the Special Escrow Amount, less (i) the aggregate amount, if any, of any payments made in connection with claims properly made in accordance with this Article VIII against the Indemnity Escrow Account and Special Escrow Account, respectively, and (ii) any amounts reasonably determined in good faith by Parent as necessary to satisfy any claims for which an Indemnification Claim Notice or Third-Party Claim Notice was properly made in accordance with this Article VIII, which are not fully resolved and for which payment has not yet been made (such claims, the Company “Outstanding Claims”) against the Indemnity Escrow Account and Special Escrow Account, respectively, prior to the Initial Escrow Release Date, shall promptly be released from the Indemnity Escrow Account and Special Escrow Account, respectively, and delivered to the Exchange Agent for distribution to the Stockholders in accordance with the terms of the Exchange Agent Agreement. Any portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow Account, and the Special Escrow Amount remaining in the Special Escrow Account on the Final Escrow Release Date, less the aggregate amount, if any, of Outstanding Claims properly made in accordance with this Article VIII and not fully resolved prior to the Final Escrow Release Date (such amount of the retained Indemnity Escrow Amount and Special Escrow Amount, the “Retained Escrow Amount”), shall promptly be released and delivered to the Exchange Agent for distribution to the Stockholders in accordance with the terms of the Exchange Agent Agreement. In the event and to the extent that, after the Final Escrow Release Date, any Outstanding Claim made by any Parent Indemnified Party pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or Article VIII is finally resolved against such other person designated by the CompanyParent Indemnified Party, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent Agent shall promptly upon written requestrelease from the Indemnity Escrow Account or the Special Escrow Account, or periodically without written requestas applicable, but in either case no more than once per calendar year, and deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject Exchange Agent for distribution to the Lapsing Repurchase Right Stockholders in accordance with the escrow agent’s possession belonging terms of the Exchange Agent Agreement an aggregate amount of the Retained Escrow Amount equal to the Executive, and amount of the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesOutstanding Claim resolved against such Parent Indemnified Party; provided, however, that any such distribution shall only be made to the escrow agent shall nevertheless retain extent that the Retained Escrow Amount remaining after such certificate or certificates as distribution would be sufficient to satisfy the escrow agent may be required pursuant amount of Outstanding Claims that are still unresolved at such time. For purposes of determining the value of Escrowed Merger Shares to other restrictions imposed pursuant to satisfy indemnification claims made by Parent Indemnified Parties under this Agreement, each Escrowed Merger Share shall be deemed to have a value equal to the Final Closing Date Price.

Escrow. To insure The party acting as Escrow Agent is authorized and agrees to hold the availability for delivery Deposit in escrow in accordance with the terms and conditions of Restricted Shares upon repurchase by this Contract. Any interest earned on the Company pursuant Deposit is paid to the Lapsing Repurchase Right hereunder, Florida Bar. Checks issued for the Executive hereby appoints Deposit will be deposited promptly for clearance. The Escrow Agent shall not be held responsible for nonpayment of checks received. In the secretary event Escrow Agent is in doubt as to its duties and liabilities under the provisions of the CompanyAgreement, or any other person designated by it may in its sole discretion continue to hold the Company, as monies which are the subject of the escrow agent, as the Executive’s attorney-in-fact to sell, assign until Buyer and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant Seller mutually agree to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereofdisbursement thereof, or until such time as a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all the monies then held in escrow pursuant to this Agreement no longer is in effect. Upon lapsing with the clerk of the restrictions associated with Restricted Sharescourt having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on its part shall fully cease and terminate except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as escrow agent hereunder or in the event of any suit wherein the Escrow Agent interpleads the subject matter of the escrow, it shall promptly upon written requestbe entitled to recover a reasonable attorneys, fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or periodically without written request, but in either case no more than once per calendar year, deliver person whosoever for misdelivery to the Executive the certificate Buyer or certificates representing such Restricted Shares which are no longer Seller of monies subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveescrow, and the escrow agent unless such misdelivery shall be discharged due to willful breach of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate Agreement or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementgross negligence on its part.

Escrow. To insure In the availability for delivery of Restricted Shares upon repurchase by the Company pursuant event a Buyer Indemnified Party is entitled to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or receive any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of amount from Sellers under this Agreement, deliver and deposit with including any purchase price adjustment payment or indemnification payment under this Agreement, then, at the secretary option of Sellers, the amount claimed by the Buyer Indemnified Party may be satisfied by a transfer to the Buyer Indemnified Party by the Escrow Agent of a portion of the Company, Purchase Price Adjustment Escrow Amount or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto Holdback Escrow Amount (as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrowapplicable), pursuant to the Joint Escrow Instructions Agreement. Pursuant to the Escrow Agreement, (a) the remaining balance of the Company Holdback Escrow Amount shall be released to Sellers on the second anniversary of the Closing Date, except if and Executive attached hereto as Exhibit A-2to the extent claims have been asserted by Buyer against Sellers, until in which case, an appropriate portion of the Company exercises its Lapsing Repurchase Right as provided hereunder, Holdback Escrow Amount shall remain in Escrow until such Restricted Shares claims are no longer Restricted Shares finally resolved, and (b) the remaining portion of the Purchase Price Adjustment Escrow Amount shall be released to Sellers within three (3) Business Days following the Final Settlement Date. Net Losses. Any indemnification pursuant to this Article IX shall be net of (i) any actual federal or state income tax benefit, specifically arising from the terms hereoffacts and circumstances giving rise to the Loss, realizable by the Indemnified Person (or any of its Affiliates) by a reduction in Taxes payable, or until by the receipt of a refund of Taxes, by the Indemnified Person (or such time Affiliate) so that the Indemnified Person, on an after-tax basis, shall be placed in the same position as this Agreement no longer is in effect. Upon lapsing of though the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver facts and circumstances giving rise to the Executive the certificate Loss had never occurred or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveexisted, and (ii) any net insurance proceeds received by the escrow agent shall be discharged of all further obligations hereunder Indemnified Person (or its Affiliates) with respect to those Restricted Shares; provided, however, the Loss. The Indemnified Person shall treat the Loss in a good faith manner that causes any federal or state income tax benefit to apply in the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementearliest year reasonably permissible.

Escrow. To insure The party acting as Escrow Agent is authorized and agrees to hold the availability for delivery Deposit in escrow in accordance with the terms and conditions of Restricted Shares upon repurchase by this Contract. Any interest earned on the Company pursuant Deposit is paid to the Lapsing Repurchase Right hereunder, Florida Bar. Checks issued for the Executive hereby appoints Deposit will be deposited promptly for clearance. The Escrow Agent shall not be held responsible for nonpayment of checks received. In the secretary event Escrow Agent is in doubt as to its duties and liabilities under the provisions of the CompanyAgreement, or any other person designated by it may in its sole discretion continue to hold the Company, as monies which are the subject of the escrow agent, as the Executive’s attorney-in-fact to sell, assign until Buyer and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant Seller mutually agree to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereofdisbursement thereof, or until such time as a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all the monies then held in escrow pursuant to this Agreement no longer is in effect. Upon lapsing with the clerk of the restrictions associated with Restricted Sharescourt having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on its part shall fully cease and terminate except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as escrow agent shall promptly upon written requesthereunder, or periodically without written requestin the event of any suit wherein the Escrow Agent interpleads the subject matter of the escrow, but it shall be entitled to recover a reasonable attorneys; fee and costs incurred, said fees and costs to be charged and assessed as court costs in either case no more than once per calendar year, deliver favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to the Executive the certificate any party or certificates representing such Restricted Shares which are no longer person whomsoever for misdelivery to Buyer or Seller of Monies subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveescrow, and the escrow agent unless such misdelivery shall be discharged due to willful breach of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate Agreement or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementgross negligence on its part.

Escrow. To insure the availability for delivery of Restricted (a) JNE Escrow Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as shall be placed with an escrow agent, satisfactory to AFNS and JNE for a period beginning on the Closing Date and ending on the Escrow Termination Date, to be disbursed solely upon the joint signatures of ANFS, AMERINET and JNE, all as set forth below. Disbursements from the Executive’s attorney-in-fact to sell, assign and transfer unto escrow shall be made for the Company, such Restricted Sharespayment of amounts, if any, repurchased by to satisfy the Company indemnification rights of ANFS and AMERINET pursuant to Section 11 hereof. (b) The JNE Escrow Shares shall be disbursed during the Lapsing Repurchase Right term hereof at any time, or from time to time, as ANFS or AMERINET may give JNE a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) JNE may give AMERINET a written Notice of Objection: (1) attaching a copy of such Notice of Claim; (2) stating that, in the good faith opinion of JNE, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the terms of Section 11 hereof; (3) giving the reasons for the alleged invalidity; and shall(4) stating that, upon execution based on such alleged invalidity, JNE object to the payment of this Agreementany portion of the JNE Escrow Shares to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, deliver JNE, within thirty (30) days of the receipt of such Notice of Claim, agrees to pay over to ANFS or AMERINET, as applicable, that portion of the amounts specified in such Notice of Claim as to which no objection is made. JNE is not required to agree to make any payments to ANFS or AMERINET in respect of a Notice of Claim that has been objected to in a Notice of Objection except as provided in the immediately preceding sentence. (ii) ANFS, AMERINET, RETN and deposit JNE agree to submit to final and binding arbitration any and all disputes JNE has specified in a Notice of Objection or ANFS or AMERINET have specified in a Notice of Claim to which JNE has not responded within thirty (30) days of receipt of such Notice of Claim. Any such dispute is subject to arbitration in accordance with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed JAMS Rules as provided in blank, attached hereto as Exhibit A-l. Section 11 hereof. (c) The Restricted Shares and stock assignment escrow shall be held by terminated on the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesTermination Date; provided, however, that the escrow agent shall nevertheless retain may continue beyond such certificate date if ANFS or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementAMERINET has asserted an indemnification claim, and any such claim remains unsatisfied.

Escrow. To insure The Shares shall be deposited by the availability for delivery Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of Restricted Shares this Agreement and shall be held in escrow by the Company or its designee, as escrow agent (the “Escrow Agent”). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Participant, upon repurchase request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 9). In the Lapsing Repurchase Right hereunder, event the Executive hereby appoints the secretary of the Company, Shares are forfeited pursuant to Section 2(c) or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased withheld by the Company pursuant to Section 9, the Lapsing Repurchase Right Company shall give written notice to the Participant and shall, upon execution to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, deliver including the delivery to the Company of those Shares and deposit with stock powers for the secretary of the Company, Shares being forfeited or such other person designated withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Participant, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Escrow Agent shall promptly deliver such Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company Participant and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to those Restricted Shares; providedthe delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, however, that the escrow agent shall nevertheless Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by the decision of an arbitrator pursuant to Section 21 of the Plan. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the escrow agent may be required Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other restrictions imposed legends as the Company deems advisable pursuant to this AgreementSection 6 below.

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

Escrow. To insure the availability As security for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution Purchaser's faithful performance of this Agreement, deliver and deposit with the secretary Purchaser agrees, immediately upon receipt of the Companystock certificate(s) evidencing Unvested Shares subject to the Repurchase Option or Shares purchased with a promissory note, or to deliver such other person designated by the Company, the share certificates representing the Restricted Sharescertificate(s), together with the stock assignmentStock Powers executed by Purchaser and by Purchaser's spouse, duly endorsed in if any (with the date and number of Shares left blank), attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by to the secretary Secretary of the Company or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company ("Escrow Holder"), who is hereby appointed to hold such certificate(s) and Executive attached hereto Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as Exhibit A-2, until are in accordance with the terms of this Agreement. Purchaser and the Company exercises its Lapsing Repurchase Right as provided hereunderagree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, until such Restricted Shares are no longer Restricted Shares pursuant notice or other document executed by any signature purported to be genuine and may rely on the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing advice of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, counsel and the escrow agent shall be discharged obey any order of all further obligations hereunder any court with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to transactions contemplated by this Agreement. The Shares will be released from escrow upon termination of the Repurchase 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. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary 2.1 In furtherance of the Companypledge, or any other person designated Pledgor hereby deposits the Collateral with the Escrow Agent, to be held and applied as hereinafter set forth. The Collateral is registered in the name of Pledgor, accompanied by appropriate stock transfer powers duly executed in blank. 2.2 The parties agree that the Collateral is being deposited with the Escrow Agent as collateral security for the Company, as escrow agent, as 's payment of the Executive’s attorney-in-fact to sell, assign Debt. 2.3 The Escrow Agent and transfer unto the Company, such Restricted Shares, if any, repurchased by Pledgees agree that they shall not encumber or dispose of the Company pursuant to Collateral except in accordance with the Lapsing Repurchase Right and shall, upon execution provisions of this Agreement, deliver and deposit with . The parties further agree that the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment Collateral shall be held by the secretary Escrow Agent for the benefit of the Pledgees (it being the intent of the parties that possession of the Collateral by the Escrow Agent be equivalent to and have the same legal effect as possession of the Collateral by the Pledgees themselves for purposes of the Uniform Commercial Code). 2.4 Unless otherwise provided in this Agreement, the Escrow Agent shall: (A) Not be held liable for any action taken or other designee omitted to be taken under this Agreement so long as it shall have acted in escrow, pursuant good faith and without gross negligence; (B) Be entitled to deem the signatories of any documents or instruments submitted to it hereunder to be those persons authorized to sign such documents or instruments and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind; (C) Be entitled to refrain from taking any action contemplated by this Agreement in the event it becomes aware of any disagreement between the parties hereto as to any material facts or as to the Joint happening of any contemplated event precedent to such action, and if any such dispute should arise and not be settled, the Escrow Instructions Agent may commence an interpleader action in a court of competent jurisdiction and deposit the Collateral in its possession with the court for a determination of the Company dispute; and (D) Be entitled to compensation for its services hereunder at its standard rate for its area of expertise and Executive attached hereto as Exhibit A-2reimbursement of its normal out-of-pocket expenses including, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shareswithout limitation, the escrow agent shall promptly upon written requestfees and costs of attorneys or agents which it may find necessary, appropriate or periodically without written requestdesirable to engage in connection with the performance of its duties hereunder or the resolution of any disputes with respect thereto, but which may be charged directly against the Collateral unless paid by the Pledgor and Pledgees equally or in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executiveother proportions as they may agree, and the escrow agent shall be discharged of all further obligations hereunder Escrow Agent is hereby granted a prior lien upon the Collateral with respect to those Restricted Shares; provided, however, that the its unpaid fees and non-reimbursed expenses relating to its services as Escrow Agent. 2.5 The Escrow Agent may resign as escrow agent hereunder following the giving of thirty days' prior written notice to the other parties hereto, and the Escrow Agent shall nevertheless retain deliver the Collateral in its possession to a successor agent as shall be appointed by the Pledgor and Pledgees within such certificate notice period. If the Pledgor and the Pledgees are unable to agree upon a successor during such period, the Escrow Agent may continue to hold the Collateral until a successor is named or certificates as may petition any court of competent jurisdiction for the appointment of a successor escrow agent may or other appropriate relief. 2.6 The Escrow Agent shall not be required pursuant to other restrictions imposed pursuant institute or defend any action involving any matters referred to herein or which affect its duties or liabilities hereunder unless or until requested to do so by any party to this AgreementAgreement and then only upon receiving full indemnity, in character and amount satisfactory to Escrow Agent, against any and all claims, liabilities, losses and expenses in relation thereto. In the event of any dispute among the parties hereto with respect to Escrow Agent or its duties hereunder, Escrow Agent may refrain from acting until required to do so by order of a court of competent jurisdiction. 2.7 Pledgor and Pledgees jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs or expenses incurred by Escrow Agent in connection with the discharge of its duties and obligation hereunder. Pledgor and Pledgees further covenant and agree to release, discharge and exonerate Escrow Agent in full upon the satisfactory completion of its duties hereunder.

Escrow. To insure Seller and Shareholders agree that fifty percent (50%) of all principal and interest due under the availability Debenture (including any common stock of Parent issued in conversion of such principal) and the Promissory Note, and fifty percent (50%) of all payments made under the Contracts for delivery Deed, shall be deposited, when paid by Purchaser, into a joint bank account agreed upon by Seller and Purchaser which requires the signature of Restricted Shares upon repurchase both Seller and Purchaser to make draws and sign checks; provided however, that in no event shall payments due under the Promissory Note, the Debenture or the Contracts for Deed be withheld or deposited in the foregoing account if sum of the aggregate amount then held in such account plus the sum of amounts previously expended by Seller in implementing the Plan of Remediation is at least equal to the lesser of (i) $350,000, or (ii) the amount reasonably estimated by RE/SPEC, Inc. to implement any work under the Plan of Remediation for which payment has not been made or which is yet to be performed. All amounts so deposited (the "Escrowed Amounts") shall be used by Seller to implement the Plan of Remediation and the remaining balance shall be held in such account until such time as (i) the MPCA has issued a letter to Seller stating that no further action is required with respect to remediation of the contamination of the Real Estate or any adjacent property affected by contamination to the Real Estate; and (ii) all contractors, engineers, consultants, laborers, materialmen, suppliers, attorneys, agents and any other party retained by Seller to provide services in the preparation and execution of the Plan of Remediation have been paid in full. All interest earned on the Escrowed Amounts may be withdrawn by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated Seller and Shareholders as permitted by the Company, as depository institution at which the Escrowed Amounts are deposited. The foregoing escrow agent, as the Executive’s attorney-in-fact to sell, assign of payments will not preclude Purchaser from seeking indemnification from Seller and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution Shareholders under Section 11 of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions extent the foregoing remedies do not adequately compensate Purchaser for expenses and costs incurred in respect of the Company and Executive attached hereto any Third Party Claims (as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is defined in effectSection 11). Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.(e)

Escrow. To insure As soon as practicable after the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderClosing, the Executive hereby appoints Exchange Shares will be deposited and held in escrow in accordance with the secretary of terms set forth in the CompanyEscrow Agreement, or any other person designated by the Company, attached hereto as escrow agentExhibit H, as the Executive’s source of indemnification payments that may become due to Tarantella pursuant to Section 4. The delivery of the Exchange Shares to the Escrow Agent will be made by Tarantella on behalf of each of the Shareholders (on a pro rata basis in accordance with their respective ownership interest in the Company immediately prior to the Closing) in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Tarantella directly to each Shareholder and subsequently delivered by each Shareholder to the Escrow Agent. (a) Upon the Closing, and without further act of any Shareholder, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be appointed as agent and attorney-in-fact for and on behalf of himself and the other Shareholders (the “Securityholder Agent”), and is authorized to sellenter into the Escrow Agreement on behalf of the Shareholders, assign to give and transfer unto receive notices and communications regarding the Companydelivery to Tarantella of any property or securities from the Escrow Fund in satisfaction of claims by Tarantella, to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such Restricted Sharesclaims, if any, repurchased and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Company pursuant Shareholders from time to the Lapsing Repurchase Right and shall, time upon execution of this Agreement, deliver and deposit with the secretary not less than thirty (30) days prior written notice to Tarantella. No bond shall be required of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveSecurityholder Agent, and the escrow agent Securityholder Agent shall not receive compensation for his services. Notices or communications to or from the Securityholder Agent, only for purposes of the Escrow Agreement, shall constitute notice to or from each Shareholder. (b) The Securityholder Agent shall not be discharged liable for any act done or omitted while serving as Securityholder Agent, while acting in good faith and in the exercise of all further obligations hereunder reasonable judgment. (c) Actions of the Securityholder Agent. A decision, act, consent or instruction of the Securityholder Agent with respect to those Restricted Shares; providedthe Escrow shall constitute a decision of the Shareholders and shall be final, howeverbinding and conclusive, that and the escrow agent shall nevertheless retain Escrow Agent and Tarantella may rely upon any such certificate decision, act, consent or certificates instruction of the Securityholder Agent as being the escrow agent may be required pursuant to other restrictions imposed decision, act, consent or instruction of each Shareholder. (d) For the purpose of compensating Tarantella or any Indemnified Person for its Losses pursuant to this Agreement, the value per share of the Exchange Shares (i.e., of the Tarantella Common Stock and the Warrant Shares comprising the Escrow Fund) shall be the average closing price of Tarantella Common Stock for the five trading days immediately prior to the Closing Date.

Escrow. To insure A. The Deposit shall be held in escrow by Escrow Agent, upon the availability for delivery following terms and conditions: (i) Escrow Agent shall deposit the Deposit in an interest-bearing account. A W-9 shall be executed by Purchaser in connection with the execution of Restricted Shares this Agreement so that such interest bearing account can be opened; (ii) Escrow Agent shall deliver to Seller the Deposit (together with all interest thereon, if any) at and upon repurchase the Closing and the same shall be applied toward the Purchase Price; and (iii) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the Company pursuant failure of either party to the Lapsing Repurchase Right comply with such party’s obligations hereunder, Escrow Agent shall pay the Executive hereby appoints the secretary of the CompanyDeposit (together with all interest thereon, or any other person designated by the Company, as escrow agentif any) to Seller and/or Purchaser, as the Executive’s attorney-in-fact case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 19(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatever except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to sellpay the Deposit; (iii) In the performance of its duties hereunder, assign Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and transfer unto signed by either of the Companyother parties hereto or their successors; (iv) Escrow Agent may assume, so long as it is acting in good faith, that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) Except as otherwise provided in Section 19(C) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and (viii) Escrow Agent may resign upon ten (10) days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such Restricted Sharesten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor with the expenses thereof to be borne equally be Seller and Purchaser. C. Escrow Agent is acting as a stakeholder only with respect to the Deposit. Escrow Agent, except in the event of the Closing, shall not deliver the Deposit except on seven (7) days’ prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with all interest thereon, if any), repurchased or in the absence of such authorization Escrow Agent may hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the Company pursuant party determined not to be entitled to the Lapsing Repurchase Right Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and shallPurchaser, upon execution in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with interest thereon, if any), in the manner provided in this Agreement, deliver Escrow Agent shall have no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and deposit with will hold the secretary of the CompanyDeposit, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions provisions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. To insure The parties, through their respective attorneys, shall establish an escrow with the availability Escrowee through which the transaction contemplated hereby shall be closed (the "Escrow") and into which Purchaser shall cause the Deposit to be deposited. Purchaser, at its sole option, shall direct the Escrowee to invest any cash portion of the Deposit in accounts or securities permitted by Escrowee at the highest available rate of interest, which interest shall be paid to Purchaser (except to the extent otherwise provided in Sections 3.0l(a) and 16.01 hereof). The escrow instructions shall be in the usual form of deed and money escrow agreement customarily used by the Escrowee with such special provisions added thereto as may be required to conform to the provisions of this Agreement and so as to provide for a so-called "New York style" closing requiring the simultaneous delivery of Restricted Shares upon repurchase the Deed to Purchaser and disbursement of the Base Purchase Price proceeds to Seller as contemplated by Section 15.05 hereof. Upon creation of the Company pursuant Escrow, anything herein to the Lapsing Repurchase Right hereundercontrary notwithstanding, the Executive hereby appoints the secretary payment of the Company, or any Base Purchase Price and delivery of the Deed and other person designated by documents required to be delivered at the Company, as escrow agent, as Initial Closing shall be made through the Executive’s attorney-in-fact Escrow. Said Escrow shall be auxiliary to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with this Agreement shall not be merged into nor in any manner superseded by said Escrow. In the secretary event of any inconsistencies between the terms and provisions of this Agreement and the terms and provisions of the Company, or such other person designated by the CompanyEscrow, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. terms and provisions of this Agreement shall govern and control. The Restricted Shares Escrow costs and stock assignment fees shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company equally divided between Purchaser and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementSeller.

Escrow. To insure 13.1. The parties hereto have mutually requested that the availability Escrow Agent act as escrow agent for delivery the purpose of Restricted Shares upon repurchase holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. 13.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the Company Escrow Agent in an interest bearing account approved by Purchaser. 13.3. The ▇▇▇▇▇▇▇ Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Lapsing Repurchase Right Escrow Agent shall have received notice from Seller and Purchaser authorizing release of the ▇▇▇▇▇▇▇ Money or the occurrence of the Closing, at which time the ▇▇▇▇▇▇▇ Money shall be paid to Seller and applied to the Purchase Price. (a) The Escrow Agent is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. (b) The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent harmless and indemnify the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent's negligence or willful misconduct. (c) It is further understood by Seller and Purchaser that if, as a result of any disagreement between them or adverse demands and claims being made by any of them upon the Escrow Agent, or if the Escrow Agent otherwise shall become involved in litigation with respect to this Agreement, the Escrow Agent may deposit the ▇▇▇▇▇▇▇ Money with a court of competent jurisdiction and/or in accordance with the order of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the Escrow Agent and shall reimburse the Escrow Agent on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section 13.4, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party. (d) In taking or omitting to take any action whatsoever hereunder, the Executive hereby appoints Escrow Agent shall be protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall the secretary Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of negligence or bad faith. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith and without negligence in accordance with the advice of such counsel. 13.5. Upon the satisfaction of the Companymutual obligations of the parties hereunder, the Escrow Agent shall promptly submit for recording or any other person designated by the Companyfiling, as escrow agentapplicable, all appropriate instruments delivered to it at the Closing. 13.6. The Escrow Agent shall have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect the Escrow Agent's rights or obligations hereunder. 13.7. The Escrow Agent hereby agrees to serve as the Executive’s attorney-in-fact "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 14.1 hereof, and Seller, Purchaser and the Escrow Agent agree to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution retain a copy of this Agreement, deliver and deposit with Agreement for a period of four years following the secretary end of the Company, or such other person designated by calendar year in which the Company, Closing occurs. The provisions of this Section shall survive the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementClosing.

Escrow. To insure the availability for delivery of Restricted (a) NetSource Escrow Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as shall be placed with an escrow agent, satisfactory to NIT and the Representatives for a period beginning on the Closing Date and ending on the Termination Date, to be disbursed solely upon the joint signatures of NIT, NetSource and the Representatives, all as set forth below. Disbursements from the Executive’s attorney-in-fact to sell, assign and transfer unto escrow shall be made for the Company, such Restricted Sharespayment of amounts, if any, repurchased by to satisfy the Company indemnification rights of NIT pursuant to Section 11 hereof. (b) The NetSource Escrow Shares shall be disbursed during the Lapsing Repurchase Right term hereof at any time or from time to time, NIT may give the Representatives a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) NetSource and/or the Representatives may give NIT a written notice ("Notice of Objection") (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of the Representatives, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the terms of Section 11 hereof, (C) giving the reasons for the alleged invalidity, and shall(D) stating that, upon execution based on such alleged invalidity, the Representatives object to the payment of this Agreementany portion of the NetSource Escrow Shares to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, deliver each of NetSource and deposit the Representatives, within thirty (30) days of the receipt of such Notice of Claim, agree to pay over to NIT that portion of the amounts specified in such Notice of Claim as to which no objection is made. NetSource and/or the Representatives are not required to agree to make any payments to NIT in respect of a Notice of Claim that has been objected to in a Notice of Objection given to NetSource and/or the Representatives as aforesaid except (X) as provided in the immediately preceding sentence, or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph (v) below. (ii) NIT, NetSource and the Representatives agree to submit to final and binding arbitration any and all disputes NetSource and/or the Representatives have specified in a Notice of Objection or NIT has specified in a Notice of Claim to which the Representatives have not responded within thirty (30) days of receipt of such Notice of Claim. Any such dispute subject to arbitration in accordance with the secretary JAMS Rules as provided in Section 11 hereof. (c) The NIT Common Stock to be issued pursuant to this Section 11 shall be issued during the term hereof at any time, or from time to time, the Representatives may give NIT a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) NIT may give the Representatives a written notice ("Notice of Objection") (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of NIT, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the terms of Section 11 hereof, (C) giving the reasons for the alleged invalidity, and (D) stating that, based on such alleged invalidity, NIT objects to the payment of any portion of the CompanyNIT Escrow Shares to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, NIT, within thirty (30) days of the receipt of such Notice of Claim, agrees to pay over to the Representatives that portion of the amounts specified in such Notice of Claim as to which no objection is made. NIT is not required to agree to make any payments to the Representatives in respect of a Notice of Claim that has been objected to in a Notice of Objection given by NIT as aforesaid except (X) as provided in the immediately preceding sentence, or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph (v) below. (ii) The Representatives and NIT agree to submit to final and binding arbitration any and all disputes NIT has specified in a Notice of Objection or the Representatives have specified in a Notice of Claim to which NIT has not responded within thirty (30) days of receipt of such other person designated by the Company, the share certificates representing the Restricted Shares, together Notice of Claim. Any such dispute subject to arbitration in accordance with the stock assignment, duly endorsed JAMS Rules as provided in blank, attached hereto as Exhibit A-l. Section 11 hereof. (d) The Restricted Shares and stock assignment escrow shall be held by terminated on the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesTermination Date; provided, -------- however, that the escrow agent shall nevertheless retain may continue beyond such certificate or certificates as date if the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementRepresentatives ------- have asserted indemnification claims, and any such claims remain unsatisfied.

Escrow. To insure 2.1.1 On the availability for delivery date of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderthis Escrow Agreement, the Executive hereby appoints Buyer is depositing with the secretary Escrow Agent on behalf of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary Seller Two Thousand (2,000) shares of the Company, or such other person designated by Buyer's Series B Convertible Preferred stock ("SERIES B STOCK") (the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow"ESCROW SHARES"), pursuant to the Joint Escrow Instructions Section 2 of the Company Purchase Agreement. The Escrow Agent shall also hold under this Escrow Agreement any cash, securities or other property that may be distributed on account of the Escrow Shares (collectively with the Escrowed Shares, the "ESCROW FUND"). The Escrow Agent shall hold and Executive attached hereto dispose of the Escrow Fund as Exhibit A-2hereinafter provided. Notwithstanding any other provisions of this Escrow Agreement or the Purchase Agreement, until neither the Company exercises its Lapsing Repurchase Right as provided hereunderSeller nor the Buyer shall be considered to have an ownership interest in the Escrow Funds for purposes of transfer, attachment or otherwise until such Restricted Shares Escrow Funds are no longer Restricted Shares pursuant to paid or otherwise distributed under the terms hereof. 2.1.2 After its receipt thereof, the Escrow Agent shall hold the Escrow Shares in accordance with this Escrow Agreement and shall (to the extent legally permissible) vote the Escrow Shares in accordance with the written instructions (if any) provided by the Representative (as defined in Section 2.2 below), in his capacity as voting designee for the Escrow Shares. The Escrow Agent shall not vote any Escrow Shares for which the Escrow Agent has not received from the Representative written instructions in form and substance reasonably satisfactory to the Escrow Agent. The Escrow Agent shall hold the Escrow Fund separate and apart from any other fund or account maintained by the Escrow Agent, and the Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto. The Escrow Fund shall be used solely for the purposes and subject to the conditions set forth in this Escrow Agreement. The Escrow Agent may treat the Representative as the duly authorized agent and representative of Seller for all purposes as set forth in Section 2.2 below. 2.1.3 In accordance with Sections 2.1(b) and 3.2(a)(v)(B) of the Purchase Agreement, at the Closing (as defined in the Asset Purchase Agreement) the Buyer shall issue and deliver, or until such time cause to be delivered to the Escrow Agent one or more stock certificates (the "ESCROW CERTIFICATES"), each of which shall be in the name of the Escrow Agent as this Agreement no longer is in effectescrow agent hereunder, representing the Escrow Shares. Upon lapsing receipt by the Escrow Agent of the restrictions associated Escrow Certificates, the Escrow Agent shall execute and deliver a written receipt therefore to HSNS and the Representative. Thereafter, the Escrow Agent shall hold and distribute the Escrow Certificates and shares held in the Escrow Funds in accordance with Restricted the terms hereof. 2.1.4 For all purposes pursuant to this Escrow Agreement, including without limitation the distribution of the Escrowed Shares, the escrow agent value of each share held in the Escrow Shares on a date on which distribution is to be made to Buyer on amount of a claim, as described in Article III below, shall promptly upon written request, or periodically without written request, but in either case no more than once be deemed to be that number of shares of Buyer's common stock for which the Escrow Share may then be converted multiplied by the average of the closing bid and asked price per calendar year, deliver share of Buyer's common stock for the ten trading days prior to the Executive payment date (the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares"ESCROW SHARE VALUE"); provided, however, that in the escrow agent event that during the term of this Escrow Agreement, the Buyer shall nevertheless retain such certificate change the number of shares of its common stock that are issued and outstanding as a result of any stock split, stock dividend or certificates as similar recapitalization, the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.Escrow

Escrow. To insure The Shares shall be deposited by the availability for delivery Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of Restricted Shares this Agreement and shall be held in escrow by the Company or its designee, as escrow agent (the “Escrow Agent”). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Participant, upon repurchase request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 8). In the Lapsing Repurchase Right hereunder, event the Executive hereby appoints the secretary of the Company, Shares are forfeited pursuant to Section 2(c) or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased withheld by the Company pursuant to Section 8, the Lapsing Repurchase Right Company shall give written notice to the Participant and shall, upon execution to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, deliver including the delivery to the Company of those Shares and deposit with stock powers for the secretary of the Company, Shares being forfeited or such other person designated withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Participant, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Escrow Agent shall promptly deliver such Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company Participant and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to those Restricted Shares; providedthe delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, however, that the escrow agent shall nevertheless Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates as representing the escrow agent may Shares shall be required issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to other restrictions imposed pursuant Section 2 hereof. As a condition to the receipt of this Agreement., the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend:

Escrow. To insure (a) For purposes of payment of the availability for delivery Members’ obligations pursuant to Section 2.4(e)(ii) and Article 7, the Escrowed Stock shall be held in escrow until distribution is required under the terms of Restricted Shares upon repurchase this Agreement and the terms of the Escrow Agreement. With respect to each Member, such Member’s portion of the Escrowed Stock, as set forth in the Estimated Statement, associated with the Merger Interests owned of record by the Company such Member shall be allocated to such Member’s escrow account maintained pursuant to the Lapsing Repurchase Right hereunderEscrow Agreement, such amount to be adjusted as set forth herein and in the Executive hereby appoints Escrow Agreement (each, an “Escrow Account”). The approval of this Agreement by the secretary Members will constitute their approval of the Company, or any other person designated by terms and conditions of the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Escrow Agreement, deliver and deposit with the secretary which is an integral part of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutiveMerger, and the escrow agent appointment of the Member Representative. (b) The balance of each Member’s Escrow Account shall be discharged available to satisfy such Member’s obligations pursuant to Section 2.4(e)(ii), Article 7 or any breaches of a Transmittal Letter until all further obligations hereunder with respect amounts held in such Member’s Escrow Account are released pursuant to those Restricted Shares; Section 2.4(e)(ii), Article 7 or the terms of the Escrow Agreement. On the first anniversary of the Closing Date, all remaining amounts held in such Member’s Escrow Account shall be released to such Member, provided, however, that the escrow agent amount so released from such Member’s Escrow Account shall nevertheless retain be reduced by (A) any pending Claim against such certificate or certificates as the escrow agent may be required Member made pursuant to other restrictions imposed Article 7; (B) all final and binding obligations with respect to Claims against such Member pursuant to Article 7 that have not been satisfied in full; and (C) any amounts due to the Escrow Agent from the Members as provided in the Escrow Agreement. Any amounts with respect to a pending Claim remaining in a Member’s Escrow Account pursuant to clause (A) of the foregoing proviso shall be released upon final determination of such Claim to the extent that any remaining amounts in such Member’s Escrow Account exceed the aggregate amount of other Claims properly asserted against such Member pursuant to Article 7. (c) The parties to this AgreementAgreement acknowledge and agree that the Escrowed Stock is being deemed delivered by the Parent to the Members on or promptly after the Closing Date, after which each Member is deemed to immediately deposit its pro rata share of the Escrowed Stock (based on the Per Interest Merger Consideration payable to the Members) into such Member’s Escrow Account on, or promptly after, the Closing Date.

Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Seller and ▇▇▇▇▇ appoint Title Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, act as escrow agent, as agent in connection with this transaction upon the Executive’s attorney-in-fact following terms and conditions: (a) The Parties will (i) deliver (or cause to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased be delivered) to Title Company all documents required by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver including, without limitation, the Deed (collectively, the “Operative Documents”), (ii) pay Title Company all sums required by this Agreement, including, without limitation, the Purchase Price and deposit with closing costs, and (iii) cause to be done all other things necessary or required by this Agreement. (b) Title Company is authorized to pay, from any funds held by it for the secretary respective credit of the CompanyParties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Title Company is authorized, in the event any demand is made upon it concerning these instructions or such other person designated by the Companyescrow, the share certificates representing the Restricted Sharesat its election, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares to hold any money and stock assignment documents deposited under this Agreement until an action shall be held by brought in a court of competent jurisdiction to determine the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions rights of the Parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Title Company of said documents and Executive attached hereto as Exhibit A-2funds, until the after deducting from such money its charges and its expenses and attorneys’ fees incurred in connection with any such court action, shall relieve Title Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder liability and responsibility. (d) Disbursement of any funds shall be made in immediately available U.S. funds. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with respect any of the requirements hereof, until Title Company is advised by the bank in which such check or draft has been deposited that such check or draft has been honored. Notwithstanding Title Company’s failure to those Restricted Shares; providedsign this Agreement as set forth below, howeverTitle Company’s receipt of this Agreement and the opening of an escrow by Title Company shall constitute Title Company’s agreement to comply with the terms and provisions of this Agreement relating to Title Company. Seller and ▇▇▇▇▇ agree to cooperate in the preparation, execution and delivery to Title Company of any reasonably required forms to carry out and consummate the transaction contemplated herein, including, without limitation, a customary gap indemnity and owner’s affidavit. The ▇▇▇▇▇▇▇ Money Deposit shall be deposited with Title Company with the understanding that Title Company is not (a) a party to this Agreement and does not assume or have any liability for the escrow agent shall nevertheless retain such certificate performance or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant non-performance of any party to this Agreement, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. Title Company shall not cause the sale of the Property to close unless and until it has received written instructions from Seller and Buyer to effect the Closing. All of the Operative Documents and the other documents required to be executed under this Agreement shall be dated as of the Closing Date.

Escrow. To insure the availability for delivery The Escrow Agent, receiving funds pursuant to this Agreement is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of Restricted Shares upon repurchase this Agreement. Failure of clearance of funds shall not excuse performance by the Company pursuant Buyer. In the event of doubt as to its duties or liabilities under the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution provisions of this Agreement, deliver and deposit with the secretary Escrow Agent may in his sole discretion, continue to hold the monies which are the subject of this escrow until the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant parties mutually agree to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereofdisbursement thereof, or until such time as this Agreement no longer is in effect. Upon lapsing a judgment or a court of competent jurisdiction shall determine the rights of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written requestparties thereto, or periodically without written request, but in either case no more than once per calendar year, deliver to may deposit all the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed monies then held pursuant to this Agreement with the Clerk of the Circuit Court of the County having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such escrow agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney’s fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to this escrow, unless such misdelivery shall de due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent. All parties acknowledge that the Escrow Agent has rendered and will continue to render legal services to Buyer in connection with the preparation of this Agreement, the consummation of the transaction to which it relates, the issuance of title insurance, and in the prosecution and resolution of any and all disputes which may arise in connection therewith.

Escrow. To insure 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 availability for delivery of Restricted Shares upon repurchase by the Company pursuant Deposit shall be paid to whichever party is entitled to the Lapsing Repurchase Right hereunder, Deposit in accordance with the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution provisions of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. . The Restricted Shares and stock assignment Deposit shall be held and disbursed by Escrow Agent in the secretary following manner: (a) to Seller at the Closing upon consummation of the Closing; or (b) to Seller upon receipt by Escrow Agent of written demand therefor, stating (i) that Purchaser has defaulted in the performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default or other designee in escrow, pursuant (ii) that Seller is otherwise entitled to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares Deposit pursuant to the terms hereof, or until such time as of this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted SharesAgreement; 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 provisions of Section 13.02; or (c) to 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 (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 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 action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 13.07. 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 (i) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall nevertheless retain not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such certificate resignation, Escrow Agent shall have no further duties or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementliability hereunder.

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

Escrow. To insure As soon as reasonably practicable following the availability for delivery of Restricted Shares upon repurchase 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 Company pursuant Parties that is to be deposited in escrow (the “Escrowed Material”). The Service Provider shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms 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 Lapsing Repurchase Right hereunderService 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 Executive hereby appoints the secretary Purchaser may assign, novate or otherwise dispose of the Company, 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, as escrow agentprovided 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 be a Government Body shall not, subject to clause 39.6, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the 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 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 the Executive“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 respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract 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 attorneyobligations 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-inContracting The Purchaser approves the appointment of the Sub-fact 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 sell, assign 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 transfer unto omissions of its Sub-contractors as though they are its own. Where the Company, such Restricted Shares, if any, repurchased 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 Company pursuant Service Provider to the Lapsing Repurchase Right 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 shallprovides that, upon execution where the Purchaser has made payment to the Service Provider in respect of this AgreementServices and the Sub-contractor’s invoice relates to such Services then, deliver and deposit with to that extent, the secretary 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 CompanyPurchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, or such other person designated that matter may be referred by the CompanySub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the share certificates representing Sub-contractor has not before the Restricted SharesCommencement Date already planned to award to a particular supplier, together 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 contract; includes provisions requiring the conduct of audits; and is in the 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 correct designation of the 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 performance of its contract with legal obligations in the stock assignmentfields of environmental, duly endorsed social or employment law or if any of the termination events specified in blank, attached hereto clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as Exhibit Aclause 41.4.1 in any Sub-l. The Restricted Shares and stock assignment shall be held contract which it awards. Where requested by the secretary or other designee in escrowPurchaser, pursuant copies of any Sub-contract must be sent by the Service Provider to the Joint Escrow Instructions 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 Public Contracts Scotland Portal; and follow a procedure leading to the selection of the Company Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until transparency and which ensures that such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer procedure is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, accessible by small and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementmedium enterprises.

Escrow. To insure A. The Deposit shall be held in escrow by Escrow Agent upon the availability following terms and conditions: (i) Escrow Agent shall deposit the Deposit in an interest-bearing account or invest the Deposit in a money market or monetary fund; (ii) Escrow Agent shall deliver to Seller the Deposit (together with all interest thereon, if any) at and upon the Closing; PROVIDED, however, that if the Closing occurs separately for delivery one or more of Restricted Shares upon repurchase the Properties from the rest of the Properties, the Deposit will be released only at the final Closing. (iii) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the Company pursuant failure of either party to the Lapsing Repurchase Right comply with such party's obligations hereunder, Escrow Agent shall pay the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agentDeposit to Seller and/or Purchaser, as the Executive’s attorney-in-fact case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Article 16(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to sellpay the Deposit; (iii) In the performance of its duties hereunder, assign Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and transfer unto signed by either of the Companyother parties or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by it, Seller and Purchaser; (vi) Except as otherwise provided in Article 16(C) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases and forever discharges Escrow Agent from any liability arising out of any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and (viii) Escrow Agent may resign for any reason upon ten (10) days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such Restricted Sharesten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. C. Escrow Agent is acting as a stakeholder only with respect to the Deposit. Escrow Agent, except (i) in the event of the Closing, (ii) in connection with a Termination Notice by Purchaser in accordance with Article 10 E. or (iii) if the Deposit is required to be delivered to Purchaser pursuant to Article 20 B., shall not deliver the Deposit except on seven (7) days' prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom such Deposit is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with all interest thereon, if any), repurchased or in the absence of such authorization, Escrow Agent may hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. Notwithstanding the foregoing if Purchaser delivers a Termination Notice in accordance with Article 10 E. or if Purchaser delivers notice to Escrow Agent that the Deposit is required to be paid to Purchaser pursuant to Article 20 B. of the Agreement, Seller authorizes and directs Escrow Agent to immediately deliver the Deposit to Purchaser without the necessity of any prior notice or consent by Seller. If such written authorization is not given or proceedings for such determination are not initiated within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit (together with all interest thereon, if any), with a court of competent jurisdiction pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the Company pursuant party determined not to be entitled to the Lapsing Repurchase Right Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, PRO RATA, between Seller and shallPurchaser, upon execution in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with all interest thereon, if any), in the manner provided in this Agreement, deliver Escrow Agent shall have no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and deposit with will hold the secretary of the CompanyDeposit, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions provisions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.

Escrow. To insure Certificates representing the availability Shares, along with stock powers duly executed by the Executive in blank, shall be deposited by the Executive in escrow upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Secretary of the Company, as escrow agent (the “Escrow Agent”). Upon vesting of the Shares, the Escrow Agent shall release to the Executive, upon request, a stock certificate for delivery of Restricted those Shares upon repurchase which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, event Shares are forfeited pursuant to Section 4 or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased withheld by the Company pursuant to Section 10(b), the Lapsing Repurchase Right Company shall give written notice to the Executive and shall, upon execution to the Escrow Agent within ten (10) days specifying the number of Forfeited Shares or Shares to be withheld. The Executive and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, deliver including the delivery to the Company of stock certificates and deposit with stock powers for the secretary of the Company, Shares being forfeited or such other person designated withheld by the Company. The escrow shall terminate upon the earliest of (i) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) the share certificates representing election by the Restricted Company to waive forfeiture on all of the unvested Shares, together with or (iii) the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held election by the secretary or other designee Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted possession any Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging owed to the Executive, the Escrow Agent shall promptly deliver such Shares to the Executive and the escrow agent shall be discharged of all further obligations hereunder hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to those Restricted Shares; providedthe delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, however, that the escrow agent shall nevertheless Escrow Agent is authorized to retain such certificate Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or certificates as by a final order, decree or judgment of a court of competent jurisdiction after the escrow agent may time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Executive and the Escrow Agent in connection with the performance of its duties hereunder shall be required pursuant to other restrictions imposed pursuant to this Agreementborne by the Company.

Escrow. To insure the availability for delivery of Restricted ▇▇▇▇▇▇▇’s Unreleased Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunderforfeiture under Section 3.1, the Executive Grantee hereby appoints the secretary of the Companysecretary, or any other person designated by the CompanyCompany as escrow agent from time to time, as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Unreleased Shares, if any, repurchased forfeited by the Company Grantee pursuant to the Lapsing Repurchase Right Section 3.1 and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates certificate(s) representing the Restricted Unreleased Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. C. The Restricted Unreleased Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Grantee attached hereto as Exhibit A-2D hereto, until the Company exercises its Lapsing Repurchase Right Shares are forfeited as provided hereunderin Section 3.1, until such Restricted Unreleased Shares are no longer Restricted Shares pursuant to fully released from the terms hereofForfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon lapsing release of the restrictions associated with Restricted SharesUnreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Grantee the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive▇▇▇▇▇▇▇, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any assets or other securities received by or distributed to Grantee with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 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 Forfeiture Restriction pursuant to this Agreement).

Escrow. To insure the availability for delivery of Restricted (a) The Unvested Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right such Unvested Shares are forfeited as provided hereunderin Section 3.1, until such Restricted Unvested Shares are no longer Restricted become Vested Shares pursuant to the terms hereof, or until such time as this Agreement is no longer is in effect. Upon lapsing Participant shall not retain physical custody of the restrictions associated with Restricted Sharesany certificates representing Unvested Shares issued to Participant. Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the escrow agent shall promptly upon written requestCompany and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unvested Shares (and Retained Distributions, or periodically without written requestif any, but in either case no more than once per calendar year, deliver paid on such forfeited Unvested Shares) to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates Company as the escrow agent may be required pursuant to other restrictions imposed pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by Applicable Law, 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. DC\4200813.6 (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unvested Shares (and such Retained Distributions will be subject to forfeiture and the other terms and conditions under this Agreement that are applicable to the Restricted Shares) until such time, if ever, as the Unvested Shares with respect to which such Retained Distributions shall have been made, paid or declared become Vested Shares. Any Retained Distributions with respect to Unvested Shares shall be forfeited in the event such Unvested Shares are forfeited.

Escrow. To insure (a) Escrow Agent will hold the availability ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest bearing account of the type generally used by Escrow Agent for delivery the holding of Restricted Shares upon repurchase by escrow funds until the Company earlier of (i) the Closing or (ii) the termination of this Agreement in accordance with any right hereunder. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event Purchaser elects to proceed to Closing prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser (except as otherwise provided in this Agreement) and shall be credited against the Purchase Price at the Closing, and in the event that the Closing does not occur as a result of Purchaser default, the ▇▇▇▇▇▇▇ Money Deposit shall be disbursed to Seller pursuant to the Lapsing Repurchase Right hereunder, terms of this Agreement. In the Executive hereby appoints event this Agreement is terminated prior to the secretary expiration of the Company, Evaluation Period or any other person designated by as otherwise provided for in accordance with the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign terms and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution provisions of this Agreement, deliver the ▇▇▇▇▇▇▇ Money Deposit will be returned by the Escrow Agent to Purchaser. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and deposit with has given the secretary other party five (5) Business Days from delivery of written notice to dispute, or consent to, the release of the Company▇▇▇▇▇▇▇ Money Deposit. The tax identification number for the owner of Seller, or such other person designated by for purposes of reporting the Companyinterest earnings, is ▇▇-▇▇▇▇▇▇▇. Purchaser represents that its tax identification number, for purposes of reporting the share certificates representing interest earnings, is ▇▇-▇▇▇▇▇▇▇. If Purchaser takes title to the Restricted Shares, together with Property in the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, name of an affiliate entity at Closing pursuant to the Joint Section 15.1, then such affiliate entity shall provide its tax identification number to Seller and Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2Agent prior to Closing. (b) Escrow Agent shall not be liable to any party for any act or omission, until the Company exercises its Lapsing Repurchase Right as provided hereunderexcept for bad faith, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, gross negligence or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executivewillful misconduct, and the escrow agent shall be discharged parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of all further obligations hereunder a dispute between the parties with respect to those Restricted Shares; providedthe ▇▇▇▇▇▇▇ Money Deposit, howeverEscrow Agent shall not be bound to release and deliver the ▇▇▇▇▇▇▇ Money Deposit to either party but may either (i) continue to hold the ▇▇▇▇▇▇▇ Money Deposit until otherwise directed in a writing signed by all parties hereto or (ii) deposit the ▇▇▇▇▇▇▇ Money Deposit with the clerk of any court of competent jurisdiction. Upon such deposit, that Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the escrow agent right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall nevertheless retain not be liable for any action taken, suffered or omitted by it in accordance with the advice of such certificate or certificates as the escrow agent counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the ▇▇▇▇▇▇▇ Money Deposit, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required pursuant to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other restrictions imposed pursuant to item deposited with it or the collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer any Shares forfeited in accordance with Section 2 above from Purchaser to the Company. (b) To insure the availability for delivery of Restricted the Shares upon repurchase by the Company pursuant Purchaser’s (1) This is Demand’s standard vesting formula, which should be adjusted as appropriate. In certain circumstances, it may be appropriate to the Lapsing Repurchase Right hereunderlink 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 thereof, the Executive Purchaser hereby appoints the secretary Secretary of the Company, or any other person designated by the Company, Company as escrow agent, as the Executive’s its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased forfeited by the Company pursuant to the Lapsing Repurchase Right Purchaser in accordance with Section 2 above and shall, upon execution of this Agreement, deliver and deposit with the secretary Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted any and all Unvested Shares, together with the stock assignment, assignment duly endorsed in blank, attached hereto as Exhibit A-l. . The Restricted share certificates representing the Unvested Shares and the stock assignment shall be held by the secretary or other designee Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive Purchaser attached hereto as Exhibit A-2A hereto, until the Company exercises its Lapsing Repurchase Right as provided hereunderfirst to occur of (i) Purchaser’s forfeiture of such Shares in accordance with Section 2 above, until (ii) the date on which such Restricted Shares are no longer Restricted Shares pursuant cease to the terms hereofbe Unvested Shares, or until such time as (iii) this Agreement no longer is ceasing to be in effect. Upon lapsing of Promptly following the restrictions associated with Restricted date on which any Shares cease to be Unvested Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive Purchaser the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the ExecutivePurchaser, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shareshereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

Escrow. To insure (a) As soon as practicable after the availability for delivery Effective Time, the Escrow Shares (as defined in Section 1.10(c)), without any act of Restricted Shares upon repurchase any Shareholders, will be deposited by Parent into an escrow fund with an independent escrow company mutually acceptable to the Parent and the Company (the "Escrow Fund") to be governed by the Company pursuant terms set forth herein and the Escrow Agreement in the form of Exhibit C (the "Escrow Agreement"). The Escrow Fund shall be available to indemnify the Parent for losses resulting from breaches of representations, warranties and covenants contained in this Agreement. (b) Subject to the Lapsing Repurchase Right hereunderfollowing requirements, the Executive hereby appoints Escrow Fund shall remain in existence (the secretary "Escrow Period") until twelve (12) months after the Closing. Upon the expiration of such Escrow Period, the Escrow Shares shall be distributed to the Shareholders in accordance with the provision of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent Escrow Fund shall be discharged of all further obligations hereunder terminate with respect to those Restricted all Escrow Shares; provided, however, that the escrow agent number of Escrow Shares, which, in the good faith, reasonable judgment of Parent are necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in the Escrow Agreement) delivered to the Agents prior to the expiration of such Escrow Period, shall nevertheless retain remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such certificate or certificates claims have been resolved. As soon as all such claims have been resolved, Parent shall deliver to the escrow agent may be Shareholders all Parent Common Stock and Parent Preferred Stock remaining in the Escrow Fund and not required pursuant to other restrictions imposed satisfy such claims. Deliveries of Parent Common Stock and Parent Preferred Stock to the Shareholders pursuant to this Section 1.10(b) and the Escrow Agreement shall, subject to any claims having been made specifically with respect to any Key Shareholder's Parent Common Stock and Parent Preferred Stock remaining in the Escrow Fund, be made in proportion to their respective original contributions to the Escrow Fund. (c) For purposes of this Agreement, "Escrow Shares" shall mean twenty percent (20.0%) of the Consideration. The number of shares to be contributed to the Escrow Fund by each Shareholder shall be equal to the ratio of (A) the number of shares of the Consideration to be issued in the Merger to such Shareholder to (B) the number of shares of the Consideration to be issued in the Merger to all Shareholders.

Escrow. To insure 13.1. The parties hereto have mutually requested that the availability Escrow Agent act as escrow agent for delivery the purpose of Restricted Shares upon repurchase holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. 13.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the Company Escrow Agent in an interest bearing account approved by Purchaser. 13.3. The ▇▇▇▇▇▇▇ Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Lapsing Repurchase Right Escrow Agent shall have received notice from Seller and Purchaser (except as provided in Section 3.1 above) authorizing release of the ▇▇▇▇▇▇▇ Money or the occurrence of the Closing, at which time the ▇▇▇▇▇▇▇ Money shall be paid to Seller and applied to the Purchase Price. (a) The Escrow Agent is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. (b) The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent harmless and indemnify the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent's negligence or willful misconduct. (c) It is further understood by Seller and Purchaser that if, as a result of any disagreement between them or adverse demands and claims being made by any of them upon the Escrow Agent, or if the Escrow Agent otherwise shall become involved in litigation with respect to this Agreement, the Escrow Agent may deposit the ▇▇▇▇▇▇▇ Money with a court of competent jurisdiction and/or in accordance with the order of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the Escrow Agent and shall reimburse the Escrow Agent on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section 13.4, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party. (d) In taking or omitting to take any action whatsoever hereunder, the Executive hereby appoints Escrow Agent shall be protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall the secretary Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of negligence or bad faith. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith and without negligence in accordance with the advice of such counsel. 13.5. Upon the satisfaction of the Companymutual obligations of the parties hereunder, the Escrow Agent shall promptly submit for recording or any other person designated by the Companyfiling, as escrow agentapplicable, all appropriate instruments delivered to it at the Closing. 13.6. The Escrow Agent shall have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect the Escrow Agent's rights or obligations hereunder. 13.7. The Escrow Agent hereby agrees to serve as the Executive’s attorney-in-fact "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 14.1 hereof, and Seller, Purchaser and the Escrow Agent agree to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution retain a copy of this Agreement, deliver and deposit with Agreement for a period of four years following the secretary end of the Company, or such other person designated by calendar year in which the Company, Closing occurs. The provisions of this Section shall survive the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementClosing.

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

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

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

Escrow. To insure the availability for delivery of Restricted (a) The Unvested Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right such Unvested Shares are forfeited as provided hereunderin Section 3.2, until such Restricted Unvested Shares are no longer Restricted become Vested Shares pursuant to the terms hereof, as provided in Section 3.1 or until such time as this Agreement is no longer is in effect. Upon lapsing Participant shall not retain physical custody of the restrictions associated with Restricted Sharesany certificates representing Unvested Shares issued to Participant. Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the escrow agent shall promptly upon written requestCompany and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unvested Shares (and Retained Distributions, or periodically without written requestif any, but in either case no more than once per calendar year, deliver paid on such forfeited Unvested Shares) to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates Company as the escrow agent may be required pursuant to other restrictions imposed pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by Applicable Law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Performance Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unvested Shares (and such Retained Distributions will be subject to forfeiture and the other terms and conditions under this Agreement that are applicable to the Performance Shares) until such time, if ever, as the Unvested Shares with respect to which such Retained Distributions shall have been made, paid or declared become Vested Shares. Any Retained Distributions with respect to Unvested Shares shall be forfeited in the event such Unvested Shares are forfeited.

Escrow. (a) On the Closing Date, each of Parent and the Seller Representative shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). On the Closing Date, Parent shall deposit with the Escrow Agent a portion of the Company Purchase Price otherwise payable to the Company Shareholders at the Closing equal to Six Million Dollars ($6,000,000) (the “Escrow”). The Escrow shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement. Pursuant to the Escrow Agreement, the Escrow shall be released by the Escrow Agent as follows: (i) On the date which is eighteen months after the Closing Date (the “First Release Date”), in accordance with the terms of the Escrow Agreement, the Escrow Agent shall release from the Escrow and pay to or for the benefit of the Company Shareholders, in accordance with such agreement, an amount equal to Four Million Dollars ($4,000,000) of the Escrow minus any amounts of any indemnity claims made pursuant to Article XII (whether or not such indemnity claims have been determined to be valid as of such First Release Date, provided that such amounts shall be so released as soon as and to the extent that any such claim has been determined not to be valid) in excess of Two Million Dollars ($2,000,000); and (ii) On the date which is twenty four months after the Closing Date (the “Second Release Date”), in accordance with the terms of the Escrow Agreement, the Escrow Agent shall release and pay to or for the benefit of the Company Shareholders, in accordance with such agreement, all remaining amounts then contained in the Escrow minus any amounts of any indemnity claims made pursuant to Article XII (whether or not such indemnity claims have been determined to be valid as of such Second Release Date, provided that such amounts shall be so released as soon as and to the extent that any such claim has been determined not to be valid). (b) To insure the availability extent the Seller Representative disagrees with the amounts determined under clauses (i) and (ii) above, the dispute shall be submitted to mediation pursuant to Section 14.10. A portion of the balance of the amounts remaining in the Escrow shall be paid to or for delivery the benefit of Restricted Shares upon repurchase the Company Shareholders, in accordance with the Escrow agreement, as each claim remaining after the Second Release Date is resolved, with the portion to be repaid being equal to the amount retained in the Escrow in respect of the resolved claim. At such time as all remaining claims have been resolved, all remaining amounts in the Escrow shall be released and paid to or for the benefit of the Company Shareholders, in accordance with the Escrow Agreement. (c) The adoption or execution of this Agreement (including without limitation the approval by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary Shareholders of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated Merger) by the Company, the share certificates representing Company Shareholders and the Restricted SharesKLO Shareholders shall constitute approval of the Escrow Agreement and of all arrangements relating thereto, together including, without limitation, the placement of the Escrow in escrow and the appointment of the Escrow Agent and the Seller Representative. (d) Parent shall deposit with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall Escrow Agent to be held by in the secretary or other designee in escrowEscrow, pursuant any amounts (if, when and to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2extent received by Parent or its Subsidiaries, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant except to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right extent included in the escrow agent’s possession belonging to the ExecutiveWorking Capital Statement), and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided(i) any recoveries paid to the Company in connection with that certain Case No. BC316143 filed in the Superior Court of the State of California (▇▇▇▇▇▇ ▇▇▇▇▇▇▇, howeverInc. and LBW Insurance and Financial Services, Inc. v. United States Fire Insurance Company, et al.), net of out-of-pocket costs or expenses incurred by Parent or its Subsidiaries after Closing, and (ii) any legal fees, costs or other Damages related to a claim for malicious prosecution actually collected by Parent or its Subsidiaries from a party that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreementbrings a Third Party Claim.

Escrow. To insure (a) The Corporation agrees to receive and hold in escrow the availability for delivery Powers of Restricted Shares upon repurchase by Attorney and the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary Proxies of each of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit Founders executed in connection with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or their respective securities until such time as a Triggering Event occurs or until this Agreement no longer is terminated in effectaccordance with Section 5.1 hereof (in respect of each such Power of Attorney and Proxy, the “Escrow Period”). (b) In the event that this Agreement is terminated in accordance with Section 5.1 hereof, each Power of Attorney and Proxy held by the Corporation shall be immediately delivered by the Corporation to the applicable Founder. (c) During the Escrow Period, all voting rights attached to the Securities shall at all times be exercised by the holders of record thereof, subject to the terms of the Shareholders Agreement. (d) Upon a Founder suffering a Triggering Event, the Escrow Period with respect to the Powers of Attorney and Proxies executed by the Shareholder of such Related Founder and the Related Founder will terminate and each such Power of Attorney and Proxy shall be released by the Corporation and delivered to the Remaining Founder. The Corporation hereby agrees to release each such Power of Attorney and Proxy to the Remaining Founder on the Effective Date and deliver same to the Remaining Founder forthwith. (e) Upon the occurrence of a Triggering Event in respect of the Remaining Founder, the Remaining Founder, or if applicable, such person’s personal representative, will, on or after the Effective Date, forthwith deliver each of the Powers of Attorney and Proxies held by it to the Board Nominee. Upon lapsing the occurrence of such a Triggering Event in respect of the restrictions associated with Restricted SharesRemaining Founder, the escrow agent shall promptly upon written requestCorporation will, on or periodically without written requestafter the Effective Date, but in either case no more than once per calendar year, forthwith deliver to the Executive Board Nominee the certificate or certificates representing such Restricted Shares which are no longer subject to Powers of Attorney and Proxies of the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this AgreementRemaining Founder.