Common use of Escrow Clause in Contracts

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are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect.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

Escrow. (a) At or prior to the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent: (i) a number of shares Purchaser Common Stock equal to ten percent (10%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Indemnity Escrow Account”) in accordance with the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow Shares”), to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Distribution Escrow Account). The Unreleased Escrow Shares shall be held allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as a security for, and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with the schedule and restrictions as agreed upon by the Purchaser and the Stockholder representative and set forth in the Escrow Agreement. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Stockholders pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 judgmentARTICLE I hereof. (b) The Company will retain custody of all cash dividends and other distributions Indemnity Escrow Shares shall no longer be subject to any indemnification claim after the date which is 18 months after the Closing Date (the “Retained DistributionsExpiration Date”) made or declared ); provided, however, with respect to Unreleased any indemnification claims made in accordance with ARTICLE VI hereof prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser under ARTICLE VI and the Purchaser Common Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of ARTICLE VI. After the Expiration Date, any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account that are not subject to Pending Claims, if any, shall be disbursed by the Escrow Agent to the Company Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and such Retained Distributions will be subject any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable Exchange Agent for distribution to the Shares) until such timeCompany Stockholders, 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 the 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 each Company Stockholder receiving its Pro Rata Share of such Retained Distributions to Participant as set forth in the immediately preceding sentenceIndemnity Escrow Shares (and any dividends, Participant shall be entitled to receive on the date of such distribution distributions 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 forfeitedother income thereon).

Escrow. (a) The Unreleased Shares issued under this Agreement shall be held by an escrow holder designated by the Company until such Unreleased Shares are forfeited as provided (the "Escrow Holder"), along with a stock assignment executed by the Purchaser in Section 3.1blank, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody expiration of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do 's options and right of first refusal with respect to holding the such Shares in escrow and while acting in good faith and in the exercise of its judgmentas set forth above. (b) The Company will retain custody Escrow Holder is hereby directed to permit transfer of all cash dividends and other distributions (“Retained Distributions”) made or declared the Shares only in accordance 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 or instructions signed by both parties. In the event further instructions are applicable to desired by the Shares) until such timeEscrow Holder, 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 the 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 he shall be entitled to receive on rely upon directions executed by a majority of the date 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 Repurchase Option or Right of First Refusal hereunder, the Escrow Holder, upon receipt of written notice of such distribution exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or release an amount Right of cash First Refusal have been exercised or the number of whole shares of Stock expire unexercised or a combination thereofportion of the Shares has been released from the provisions of Section 3 hereof, as determined by upon Purchaser's request the CommitteeEscrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, the aggregate fair value Purchaser shall have all the rights 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 a stockholder with respect to Unreleased 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, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be forfeited in immediately subject to this escrow, deposited with the event such Unreleased Shares are forfeitedEscrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option or Right of First Refusal.

Escrow. (a) The Unreleased Shares Upon issuance, the certificates representing Restricted Stock shall be deposited in escrow with the Company to be held and administered by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from accordance with the Forfeiture Restriction as provided in Section 3.2, or until such time as provisions of this Agreement is no longer and the Founder shall execute and deliver a stock power in effectfavor 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 Right of Repurchase shall immediately be delivered to the Company to be held in escrow. Participant Subject to the provisions hereof, the Founder or any Permitted Transferee, as the case may be, shall have all rights of a stockholder with respect to Restricted Stock held in escrow, including without limitation the right to vote such shares of Restricted Stock and the right to receive any cash dividends thereon. All regular cash dividends on such shares (or other securities at the time held in escrow) shall be paid directly to the Founder and/or any Permitted Transferee thereof, as applicable, and shall not retain physical custody of be held in escrow. Restricted Stock, together with any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreementother assets or securities held in escrow hereunder, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesi) surrendered to the Company as may be required pursuant to the Plan or this Agreement, for repurchase and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, cancellation upon 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 ’s exercise of its judgment. Right of Repurchase or (bii) The Company will retain custody released to the Founder and/or such Permitted Transferee upon the Founder’s or such Permitted Transferee’s request to the extent the shares are no longer subject to a Right of Repurchase (but not more frequently than once every six months). In any event, when all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares of the shares of Restricted Stock (and such Retained Distributions will be any other vested assets and securities attributable thereto) are no longer subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable a Right of Repurchase, such shares shall be released to the Shares) until Founder and/or 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 the 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 forfeitedPermitted Transferee.

Escrow. The Supplier shall ensure that all Software identified in Part 1 of Schedule [ ] (aEscrow and Holding), together with the relevant Source Code and associated documentation (together, the “Deposited Materials”), is placed in escrow 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) The Unreleased Shares shall be held (“NCC”) on the Customers request and at the Customers cost and within the time period stipulated by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effectCustomer. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued Without prejudice to Participant. Participant, by acceptance of its rights and remedies under this Agreement, shall be deemed to appoint, and does so appointat law or in equity, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 the 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 Customer shall be entitled to receive 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 Customer's request. The Supplier shall ensure that all Deposited Materials are updated whenever there is a change to them and, in any 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 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 Source Code to the Customer (each agreement on such terms inclusive of the proviso stated, being an "Escrow Agreement" and/or a “Holding Agreement” respectively). In the event of the Deposited Materials being released in accordance with the Escrow Agreement, the Supplier grants to the Customer a worldwide, non-exclusive, non-transferable (subject to the 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 accordance with a Regulatory Authority's request, and the 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 perpetual; and for any other reason, the licence referred to in Clause 39.1.2 shall be limited to a period of 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 distribution third party having executed an NDA with the Customer), any Deposited Materials placed in escrow or release an amount being held in accordance with this Clause [ ] on request, at its own cost and in accordance with the terms of cash the Escrow Agreement and/or Holding Agreement, save that if any such verification determines that the Deposited Materials are incomplete or the number of whole shares of Stock or a combination thereof, as determined by the Committeedefective, the aggregate fair value Supplier shall reimburse the Customer for the cost of which the verification. A breach of this Clause 39 shall be equal to the Fair Market Value considered a material Default 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 forfeitedthis Agreement.

Escrow. (a) The Unreleased Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company until such Unreleased 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 which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited as provided in pursuant to Section 3.12(c) or withheld by the Company pursuant to Section 9, until such Unreleased the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares are fully released from or Shares to be withheld. The Participant and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of those Shares and stock powers for the Plan Shares being forfeited or 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 Escrow Agent shall promptly deliver such Shares to the Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or 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 omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall 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 such Retained Distributions will disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be subject 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 Forfeiture Restriction and vesting of such Shares pursuant to Section 2 hereof. As a condition to the other terms and conditions under receipt of this Agreement that are applicable 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) until 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 time, if ever, other legends as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested Company deems advisable pursuant to Section 6 below. If the 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 Shares are issued to the Participant as set forth in electronically rather than by a stock certificate, the immediately preceding sentence, Participant legend described above shall be entitled removed, but may bear such other legends as the Company deems advisable pursuant 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 forfeitedSection 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 Holder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit B hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any promptly deliver to the Holder the certificate or certificates representing Unreleased such Shares issued in the escrow agent's possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Restricted Shares shall will be held by the Company or its authorized representatives until such Unreleased (i) they are forfeited, (ii) they become Vested Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as (iii) this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, Holder appoints the Company and each of its authorized representatives as Participant’s attorney(s)-inHolder’sattorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unreleased Restricted Shares (and Retained DistributionsDistributions (as defined below), if any, paid on such forfeited Unreleased Restricted Shares) to the Company as may be required pursuant to the Plan or this Agreement, Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the The Company, or its designeeauthorized representative, shall will not be liable for any good faith act it may do or omit to do omission with respect to the holding the Shares in escrow and while acting in good faith and in or transfer of the exercise of its judgmentRestricted Shares. (b) The Company will retain custody of all 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 Unreleased Shares (and such the Restricted Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be subject to forfeited upon forfeiture of 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 Restricted Share with respect to which such the Retained Distributions shall have been made, were paid or declared shall have become vested pursuant 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 Grant Notice. restrictions of this Agreement to be removed and (ii) pay to Holder the 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 relating 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 forfeitedRestricted Share.

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 Company Repurchase Right, Participant appoints the Secretary of the Company, or such other person designated by the Administrator from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Company Repurchase Right and shall, upon execution of the applicable Exercise Notice, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator from time to time, any share certificate(s) representing the Restricted Shares, together with the Stock Assignment. The Unreleased Restricted Shares and Stock Assignment shall be held by the Secretary, or such other person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions, until the Company until such Unreleased Shares are forfeited as provided in Section 3.1exercises the Company Repurchase Right, until such Unreleased Restricted Shares are fully released from the Forfeiture Restriction Company Repurchase Right as provided set forth in Section 3.2, 4.1(d) or until such time as this Agreement is no longer is in effect. Upon release of the Restricted Shares from the Company’s Repurchase Right, the escrow agent shall as soon as reasonably practicable deliver to Participant shall not retain physical custody of any certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participant, by acceptance of this Agreement, and the escrow agent shall be deemed to appoint, and does so appoint, the Company and each discharged of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares all further obligations hereunder. (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesc) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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. (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 the 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. At the Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) The Unreleased Shares At the Effective Time, BOKF shall be held deposit the principal amount of $1,000,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by the Company until such Unreleased Shares are forfeited (ii) any Representation Allowed Escrow Claim (as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement hereafter defined) is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued referred to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances herein 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 judgmentRepresentation Escrow Funds". (b) The Company 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 certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at Bank at the rates and on terms and conditions generally offered by the Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will retain custody 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 sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all payments, if any, to be made in respect of any Losses shall be made solely from the Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all cash dividends Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to the holders of the CNBT 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 (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim"), and the Escrow Agent shall distribute any remaining Escrow 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 distributions interest. (“Retained Distributions”g) made or declared 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 deemed actions taken by them as members of the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to 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 the 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 forfeitedRepresentation Escrow.

Escrow. (a) The Unreleased Unvested Shares shall will be held by the Company or its authorized representatives until such Unreleased (i) they are forfeited, (ii) they become Vested Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as (iii) this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, Holder appoints the Company and each of its authorized representatives as ParticipantHolder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unreleased Unvested Shares (and Retained DistributionsDistributions (as defined below), if any, paid on such forfeited Unreleased Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement, Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the The Company, or its designeeauthorized representative, shall will not be liable for any good faith act it may do or omit to do omission with respect to the holding the Shares in escrow and while acting in good faith and in or transfer of the exercise of its judgmentRestricted Shares. (b) The Company will retain custody of all 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 Unreleased Shares (and such the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be subject to forfeited upon forfeiture of 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 Unvested Share with respect to which such the Retained Distributions shall have been made, were paid or declared shall have become vested pursuant 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 Grant Notice. restrictions of this Agreement to be removed and (ii) pay to Holder the 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 relating 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 forfeitedRestricted Share.

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 Employee’s Unreleased Shares upon forfeiture under Section 2, Employee hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Employee pursuant to 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 certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Employee attached as Exhibit B hereto, until such Unreleased the Shares are forfeited as provided in Section 3.12, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2Restriction, or until such time as this Agreement is no longer is in effect. Participant Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall not retain physical custody of any promptly deliver to Employee the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. ParticipantEmployee, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Any share certificates issued upon the exercise of Option Shares shall be held deposited with an escrow holder designated by the Company until such Unreleased Shares are forfeited Corporation (the “Escrow Holder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, 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 Section 3.110 and Section 11, until respectively, and any transfer or purported transfer in violation thereof shall be 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 Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Corporation, by written resolution adopted by its board of directors, may terminate the escrow and direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, as appropriate, provided, however, that the Escrow Holder shall not be required to deliver such Unreleased certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow shall nevertheless remain subject to the Repurchase Option, the Right of First Refusal, the Market Stand Off, and all other restrictions 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 fully released 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 Forfeiture Restriction as provided in Section 3.2exercise of its duties hereunder, or until such time 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 this Agreement is no longer in effectescrow 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. Participant Optionee and/or Permitted Transferees shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, have full voting rights and shall be deemed entitled to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsdividends, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 judgmentescrowed shares. (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 the 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. (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 Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to this Agreement in the form attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any deliver to the Holder, upon request, the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Shares As soon as reasonably practicable following the Commencement Date, the Service Provider shall be held 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 until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement Parties that is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares deposited in escrow and while acting in good faith and (the “Escrowed Material”). The Service Provider shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms agreed in the exercise Escrow Agreement within ten (10) days 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 the 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 the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Purchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such distribution notification the Purchaser is under no obligation to vary its arrangements for making payments or release an amount for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of cash its rights and obligations under this Contract or the number of whole shares of Stock any part thereof to: any Government Body; or a combination thereof, as determined any other body established by the CommitteeCrown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the aggregate fair value 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 “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency or Change of Control) shall be equal available 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 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 obligations under this Contract. In such Unreleased Shares circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are forfeitedits own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the 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 Purchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the Sub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the 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 fields of environmental, social or employment law or if any of the termination events specified in clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in any Sub-contract which it awards. Where requested by the Purchaser, copies of any Sub-contract must be sent by the Service Provider to the 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 Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. Change

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 the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted Stock, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The Unreleased share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and Purchaser attached as provided in Section 3.1Exhibit A hereto, until the first to occur of (i) the Company’s exercise of its Repurchase Option with respect to any such Unreleased Shares, (ii) the date on which such Shares are fully released from the Forfeiture Restriction as provided in Section 3.2cease to be Unvested Shares, or until such time as (iii) this Agreement is no longer ceasing to be in effect. Participant Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall not retain physical custody of any deliver to Purchaser the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. ParticipantPurchaser, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does that the escrow agent shall nevertheless retain such certificate or certificates if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to offset the amount set forth in any Notice of Claim against any portion of the Escrowed Funds in accordance with the Escrow Agreement, by (a) The Unreleased Shares instructing the Escrow Agent to immediately establish and set aside from the Escrowed Funds a reserve in an amount equal to the amount of Damages (or the good faith estimate of the Damages), as shall be held set forth in such Notice of Claim (the “Reserved Amount”), and (b) requesting that the Escrow Agent either (i) make a prompt distribution to the Purchaser Indemnified Party of the Reserved Amount for any claim of indemnification that has been approved, or not timely disputed, by the Company until such Unreleased Shares are forfeited as provided Indemnifying Party in accordance with Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares 8.3 and/or (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesii) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding any Damages not actually incurred or paid, establish and set aside the Shares in escrow Reserved Amount until the amount of the Escrow Claim is determinable 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 resolved, 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 timenot disputed, 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 the 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 sentenceEscrow Agreement. In the event that Seller has timely disputed a Notice of Claim hereunder within the time period required by the Escrow Agreement, Participant then, automatically and without any further action, the Reserved Amount shall continue to be set aside and reserved until such claim has been resolved pursuant to (a) a written settlement agreement entered into by Purchaser and Seller or (b) a final decision, order or award issued in accordance with Section 11.3. In the event that Seller does not timely dispute a Notice of Claim hereunder within the time period required by the Escrow Agreement, Purchaser shall have the right to offset the Reserved Amount against any portion of the Escrowed Funds by instructing the Escrow Agent, in accordance with the Escrow Agreement, to make a prompt distribution to the Purchaser Indemnified Party of such amount. No exercise of, nor failure to exercise, the rights set forth in this Section 8.4 shall constitute an election of remedies or limit such Purchaser Indemnified Party’s other rights hereunder or otherwise. Such remedy shall be entitled in addition to receive on the date and not in limitation of such distribution any other rights or release an amount of cash or the number of whole shares of Stock or a combination thereofremedies, as determined by the Committeeincluding injunctive relief, 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 any Purchaser Indemnified Party is or may be forfeited entitled hereunder, at law, in the event such Unreleased Shares are forfeitedequity or otherwise.

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance As security for Purchaser's faithful performance of this Agreement, shall be deemed Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing Unvested Shares subject to appointthe Repurchase Option or Shares purchased with a promissory note, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsby Purchaser's spouse, if anyany (with the date and number of Shares left blank), paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as Secretary of the Company or other designee of the Company ("Escrow Holder"), who is hereby appointed to hold such representatives deem necessary or advisable certificate(s) and Stock Powers in connection escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with any such transferthe terms of this Agreement. To the extent allowable by applicable law Purchaser and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any act it actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may do rely upon any letter, notice or omit other document executed by any signature purported to do be genuine and may rely on the advice of counsel and obey any order of any court with respect to holding the transactions contemplated by this Agreement. 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 the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that released from escrow 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 termination of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Repurchase Option for Unvested Shares shall be forfeited in the event such Unreleased Shares are forfeited[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. 4.1 The Escrow Account shall be operated, and the 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 Unreleased Shares 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 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 it) while in the Escrow Account shall follow the principal amount and shall be held 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 until such Unreleased Shares are forfeited in EUR) shall be converted to EUR at the Exchange Rate applicable on the date the relevant refund was paid by the Target Company in question. 4.7 The Seller and the Purchaser shall: (a) as provided in Section 3.1, until such Unreleased Shares are fully released from soon as reasonably practicable after the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance date of this Agreement, shall be deemed to appoint, and does so appoint, execute the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Escrow Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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.; 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 application of the Escrow Sum and interest accruing on it (or any part of it), in accordance with the provisions of this Clause 4.7. 4.8 The Company will retain custody fees and expenses of all cash dividends and other distributions the Escrow Agent (“Retained Distributions”including any taxes) made or declared with respect to Unreleased Shares (and such Retained Distributions will shall be subject to borne equally between the Forfeiture Restriction Purchaser 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 the 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 forfeitedSeller.

Escrow. (a) The Unreleased 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 forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Company until such Unreleased Shares are forfeited as provided Secretary in Section 3.1escrow, until such Unreleased Shares are fully released from pursuant to the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody Joint Escrow Instructions of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each the Restricted Shareholder attached hereto as Exhibit B, until all of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer the Restrictions expire or shall have been removed. Upon the lapse of forfeited Unreleased Shares (and Retained Distributionsthe Restrictions on the Restricted Shares, if any, paid on such forfeited Unreleased Shares) the escrow agent shall promptly deliver to the Company Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as may be escrow agent if so required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Unvested Shares shall be held by the Company until such Unreleased Unvested Shares are forfeited as provided in Section 3.13.2, until such Unreleased Unvested Shares are fully released from the Forfeiture Restriction become Vested Shares as provided in Section 3.2, 3.1 or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Unvested Shares issued to Participant. Participant, by acceptance of this AgreementAward, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Unvested Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedApplicable 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 Unreleased Unvested Shares (and such Retained Distributions will be subject to the Forfeiture Restriction forfeiture and the other terms and conditions under this Agreement that are applicable to the Performance Shares) until such time, if ever, as the Unreleased Unvested Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in 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 relateVested Shares. Any Retained Distributions with respect to Unreleased Unvested Shares shall be forfeited in the event such Unreleased Unvested Shares are forfeited.

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1In performing any of its duties hereunder, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant Escrow Agent shall not retain physical custody 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 validity and effectiveness of its provisions but also as to the truth and accuracy of any certificates representing Unreleased Shares issued information contained therein, which Escrow Agent shall in good faith believe to Participant. Participantbe genuine, to have been signed or presented by acceptance a proper person or persons and to conform with the provisions of this Agreement. Seller and Buyer shall reimburse Escrow Agent for any and all losses, shall be deemed to appointclaims, damages, liabilities and does so appointexpenses, the Company including reasonable costs of investigation and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (counsel fees and Retained Distributionsdisbursements, if any, paid on such forfeited Unreleased Shares) to the Company as which may be required pursuant to the Plan imposed upon Escrow Agent or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable incurred by Escrow Agent in connection with its acceptance or the performance of its duties hereunder, including any such transferlitigation arising from this Agreement or involving the subject matter hereof, but excluding any grossly negligent or willful action or default or breach of trust by Escrow Agent. To In the extent allowable by applicable law event of a dispute between Seller 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 Buyer sufficient in the exercise discretion of Escrow Agent to justify 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 timedoing so, 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 the 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 Escrow Agent shall be entitled to receive on tender into the date custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereoflegal pleadings as it deems appropriate, as determined by the Committee, the aggregate fair value of which shall and thereupon be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relatedischarged from all further duties and liabilities under this Agreement. Any Retained Distributions with respect such legal action may be brought in such court as Escrow Agent shall determine to Unreleased Shares have jurisdiction thereof. Seller and Buyer shall be forfeited in the event bear all costs and expenses of any such Unreleased Shares are forfeited.legal proceedings. Purchase and Sale Agreement and Joint Escrow Instructions Purchase and Sale Agreement and Joint Escrow Instructions

Escrow. (a) The Unreleased Shares At the Closing, (i) Purchaser shall hold in escrow the Escrow Amount to satisfy any claims made by Purchaser in respect of (A) the Debt Adjustment, and (B) any amounts alleged to be held due to Purchaser by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as Purchaser under Article 8 of this Agreement is no longer ("Claimed Amount") in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appointaccordance with Section 1.7(d) below, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) Purchaser shall deliver to the Company as may be required pursuant Shareholder Agent a stock certificate representing the Pledged Stock issued in the name of the Shareholder Agent to hold only in accordance with the Plan or this Pledge Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Purchaser shall not be liable for required to segregate the Escrow Amount from 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 judgmentother funds and may invest the Escrow Amount in any manner Purchaser may desire. (b) The Company will retain custody On the Debt Adjustment Date, Purchaser shall reduce the Undisputed Escrow Amount by the Undisputed Debt Adjustment, if any, as provided in Section 1.5 hereof and the remaining balance of all cash dividends the Escrow Amount after such reduction and other distributions (“Retained Distributions”) made or declared with respect provided for herein shall be referred 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 the 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 "Adjusted Escrow Amount". (c) Purchaser shall be entitled to receive continue to hold Claimed Amounts not yet finally resolved in accordance with Section 1.7(d) and Article 8 hereof and shall be entitled to distribute to Purchaser free from the escrow provisions of this Agreement any Claimed Amount finally resolved in accordance with Section 1.7(d) and Article 8 hereof. Purchaser shall pay to the Shareholders in accordance with the Shareholder Percentages to the extent such funds have not otherwise been distributed as provided herein: (i) on the Six Month Anniversary Date, 50% of the excess, if any, of the Adjusted Escrow Amount over the Disputed Debt Adjustment on such Six Month Anniversary Date; (ii) on the Anniversary Date, 25% of excess, if any, of the Adjusted Escrow Amount over the Disputed Debt Adjustment on the Anniversary Date; and (iii) on the Eighteen Month Anniversary Date, the remainder of the excess of the Adjusted Escrow Amount over the Disputed Debt Adjustment on the Eighteen Month Anniversary Date. Any amounts paid to the Shareholders from the Escrow Amount shall earn simple interest compounded monthly at a per annum rate equal to the average rate per annum quoted for one year jumbo certificates of deposit by major banks in New York, New York as quoted in the southwest edition of THE WALL STREET JOURNAL on the first and last day of each release period payable on the date upon which such Escrow Amount is distributed to such Shareholders. In the event of such distribution a failure by Purchaser to make a scheduled payment from the Escrow Amount according to Section 1.7 hereof or release an the failure by the Shareholders to make a payment to Purchaser according to Section 1.5(a)(ii) hereof within 5 days, the non-paying party shall be subject to a one- time penalty of 10% of the amount not paid plus all collection costs, including reasonable attorney's fees. (d) At any time on or before the Eighteen Month Anniversary Date, Purchaser may give the Shareholder Agent written notice of a claim (a "Notice of Claim") for which Purchaser is seeking indemnification under Article 8 of this Agreement from the Escrow Amount stating the dollar amount of cash the Escrow Funds claimed as a result of Purchaser's damages thereof (the "Claimed Amount"). Within 10 Business Days after a Notice of Claim is given by Purchaser to the Shareholder Agent, the Shareholder Agent shall have the right to file with Purchaser written notice that the Shareholders intend to contest Purchaser's claim. If, within such 10 Business Day period, Purchaser does not receive such notice from the Shareholder Agent or receives notice from the number of whole shares of Stock or a combination thereofShareholder Agent that such claim is uncontested, as determined Purchaser may reduce the Escrow Amount by the CommitteeClaimed Amount and thereafter Purchaser shall own such funds free from the escrow provisions hereunder. If, however, within such 10 Business Day period, Purchaser shall receive notice from the aggregate fair value of which shall be equal to the Fair Market Value Shareholder Agent of the notional shares intention of Stock the Shareholders to which such released Retained Distributions relate. Any Retained Distributions contest Purchaser's Notice of Claim and the underlying claim with respect to Unreleased Shares the Escrow Funds (a "Contested Claim"), then Purchaser shall continue to hold the Claimed Amount until the earliest to occur of: (i) receipt of written notice from the Shareholder Agent consenting to the release of the Claimed Amount to Purchaser; (ii) receipt of a written final decision of the Arbitration Panel pursuant to Section 9.9 directing disposition of the Claimed Amount after Arbitration; or (iii) receipt of a written agreement of the Shareholder Agent and Purchaser, that (A) Purchaser or (B) the Shareholders are entitled to all or part of the Claimed Amount. Thereupon, Purchaser shall deliver to the proper party (which may include Purchaser) the Claimed Amount in accordance with clause (i), (ii) or (iii) above. Any Contested Claim shall be forfeited submitted to Arbitration if Purchaser and the Shareholder Agent are unable to resolve such dispute within 30 days of the receipt by Purchaser of a Contested Claim unless Purchaser and the Shareholder Agent mutually agree in the event writing to extend such Unreleased Shares are forfeitedperiod.

Escrow. (a) The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1Escrow Agent shall, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided escrowed amount described in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance paragraph 4(c) of this Agreement, remit to or on behalf of Nocopi the sum of $50,000 from the escrowed amount on March 1, 2004, $50,000 on March 1, 2005, $50,000 on March 1, 2006 and $50,000 on March 1, 2007 (the "Payment Dates") unless, prior to any such Payment Date, the Escrow Agent receives evidence reasonably satisfactory to him that an action has been commenced by Euro against Nocopi in a court of competent jurisdiction which contains an allegation that Nocopi has committed an unremedied material breach of this Agreement or the Amended and Restated License Agreement and seeks an order of such court effectively restricting the Escrow Agent from remitting escrowed funds to Nocopi (a "Restraining Order"), in which case the Escrow Agent shall retain the then escrowed funds in escrow until (a) receipt of written consent from Euro or its designee that a payment may be made, or (b) receipt of a final decision or award of such court authorizing or effectively permitting the disposition of the balance of the escrowed funds. Notwithstanding the foregoing, if the Escrow Agent, having received reasonable evidence of the commencement of such action, has not received, within sixty (60) days following a Payment Date, either (i) the Restraining Order, or (ii) Euro's legally enforceable written undertaking to pay to Nocopi, in the event that it is determined to be entitled to the escrowed funds, such funds together with interest thereon until paid, at a rate per annum of twelve percent (12%), then, in such event, the Escrow Agent shall remit the sum then due to Nocopi. Nothing herein contained shall be deemed to appointconstrued as limiting the amount of damages or other relief which may be available by reason of any breach or default. (i) The duties of the Escrow Agent are only as herein specifically described, are purely ministerial in nature, and does so appointthe Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith and the Escrow Agent is hereby released from any act done or omitted to be done in good faith in the performance of his duties (except for willful misconduct or gross negligence); the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by him to be genuine; the Company 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; the Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares the parties hereto. (ii) The parties shall, jointly and Retained Distributionsseverally, if anyreimburse, paid on such forfeited Unreleased Shares) to indemnify the Company as may be required pursuant to the Plan or this AgreementEscrow Agent for, and to execute such representations hold him harmless against, any and all loss, liability, costs or other documents expenses, including reasonable attorneys's fees and disbursements, incurred without gross negligence or assurances as willful misconduct (or lack of good faith) on the Company part of the Escrow Agent, arising out of or such representatives deem necessary or advisable in connection with any such transfer. To dispute among the extent allowable by applicable law parties pertaining to the escrow fund and the applicable rules of each national securities exchange on which the Stock is listeddistribution thereof, the Company, including but not limited to any action or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares proceeding in escrow and while acting in good faith and in the exercise of its judgmentconnection therewith. (biii) The Company will retain custody Escrow Agent shall not have any liability or obligation for loss of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject any portion of the proceeds being held in escrow by reason of the insolvency of failure to the Forfeiture Restriction and institution or depository with whom the other terms and conditions under escrow is maintained. The escrow shall be maintained in an ▇▇▇▇ account regularly maintained by the Escrow Agent with Chase Manhattan Bank or in an interest bearing account or Certificate(s) of Deposit issued by such bank. Any interest earned on the escrow fund shall be the property of the Escrow Agent as partial compensation to him. (iv) The Escrow Agent has executed this Agreement solely to confirm that are applicable to the Shares) until Escrow Agent shall act in such time, if evercapacity and will hold the escrowed amount, as the Unreleased Shares with respect to which such Retained Distributions shall have been madeand when received, paid or declared shall have become vested in escrow pursuant to the Grant Notice. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares provisions 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 forfeitedthis Agreement.

Escrow. (a) The Unreleased NetSource Escrow Shares shall be held by placed with an escrow agent, satisfactory to NIT and the Company until such Unreleased Shares are forfeited 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 provided in Section 3.1, until such Unreleased Shares are fully released set forth below. Disbursements from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, escrow shall be deemed to appoint, and does so appoint, made for the Company and each payment of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsamounts, if any, paid on such forfeited Unreleased Shares) to satisfy the Company as may be required indemnification rights of NIT pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 judgmentSection 11 hereof. (b) The Company will retain custody NetSource Escrow Shares shall be disbursed during the term hereof at any time or from time to time, NIT may give the Representatives a Notice of all cash dividends 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 other distributions (“Retained Distributions”D) made or declared with respect to Unreleased Shares (and stating that, based on such Retained Distributions will be subject alleged invalidity, the Representatives object to the Forfeiture Restriction payment of any 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, each of NetSource and the other terms and conditions under this Agreement Representatives, within thirty (30) days of the receipt of such Notice of Claim, agree to pay over to NIT that are applicable to portion of the Shares) until amounts specified in such time, if ever, Notice of Claim as the Unreleased Shares with respect to which such Retained Distributions shall have 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 made, paid or declared shall have become vested pursuant objected to in a Notice of Objection given to NetSource and/or the 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 Representatives as set forth aforesaid except (X) as provided in the immediately preceding sentence, Participant 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 JAMS Rules as provided in Section 11 hereof. (c) The NIT Common Stock to be issued pursuant to this Section 11 shall be entitled issued during the term hereof at any time, or from time to receive 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 NIT 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 Notice of Claim. Any such dispute subject to arbitration in accordance with the JAMS Rules as provided in Section 11 hereof. (d) The escrow shall be terminated on the Termination Date; provided, -------- however, that the escrow may continue beyond such date of if the Representatives ------- have asserted indemnification claims, and any 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 forfeitedclaims remain unsatisfied.

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 Unreleased Shares Escrow shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required Escrow Agent pursuant to the Plan or this 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 execute the extent that any such representations 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 other documents or assurances as 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 representatives deem necessary or advisable in connection with 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 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 claim has been determined not to 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 judgmentvalid). (b) To the 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 the benefit of 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 will retain custody Shareholders of the Merger) by the Company, the Company Shareholders and the KLO Shareholders shall constitute approval of the Escrow Agreement and of all cash dividends arrangements relating thereto, including, without limitation, the placement of the Escrow in escrow and other distributions the appointment of the Escrow Agent and the Seller Representative. (“Retained Distributions”d) made Parent shall deposit with the Escrow Agent to be held in the Escrow, any amounts (if, when and to the extent received by Parent or declared its Subsidiaries, except to the extent included in the Working Capital Statement), with respect to Unreleased Shares (and such Retained Distributions will be subject i) any recoveries paid to the Forfeiture Restriction and the other terms and conditions under this Agreement Company in connection with 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 the Grant Noticecertain Case No. 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 BC316143 filed 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 Superior Court of the notional shares State of Stock California (▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. 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 which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be forfeited in the event such Unreleased Shares are forfeiteda claim for malicious prosecution actually collected by Parent or its Subsidiaries from a party that brings a Third Party Claim.

Escrow. (a) The Unreleased Shares shall be held by Concurrently with the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance execution and delivery of this Agreement, Buyer and Seller shall be deemed to appointjointly open an escrow (“Escrow”) for this purchase and sale transaction with Chicago Title Insurance Company, and does so appointat its office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTN: ▇▇▇▇▇▇ ▇▇▇▇ (“Title Company”), which shall act as the escrow holder for this transaction. As used herein, the term “Escrow Holder” shall mean and refer to Title Company acting in its capacity as the administrator of the Escrow and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) applicable escrow accounts relating to the Company as may be required pursuant to the Plan or purchase and sale transaction contemplated by this Agreement, and any other references to execute such representations or other documents or assurances Title Company shall mean and refer to Title Company acting in its capacity as the issuer of the Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or such representatives deem supplemental escrow, title and closing instructions as may be necessary or advisable in connection with any such transferconvenient from time to time prior to the Closing to implement the terms of this Agreement. To Seller and Buyer agree that: (a) the extent allowable by applicable law duties of Escrow Holder are only as herein specifically provided and the applicable rules of each national securities exchange on which the Stock is listed, the Company, Escrow Holder shall incur no liability whatsoever except for its own willful misconduct 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. gross negligence; (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 the 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 sentenceperformance of its duties hereunder, Participant Escrow Holder shall be entitled to receive rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (c) Escrow Holder 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; (d) Escrow Holder shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Holder, Seller and Buyer; (e) except as otherwise provided in Section 4.4(b), Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the date part of such distribution Escrow Holder arising out of or release an amount of cash in connection with its acceptance of, or the number performance of whole shares of Stock or a combination thereofits duties and obligations under, this Agreement, as determined well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (f) each of Seller and Buyer hereby releases Escrow Holder from any act done or omitted to be done by 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 Escrow Holder in good faith in the event performance of its duties hereunder; and (g) Escrow Holder may resign upon ten (10) days written notice to Seller and Buyer. If a successor Escrow Holder is not appointed by Seller and Buyer within such Unreleased Shares are forfeitedten (10) day period, Escrow Holder may petition a court of competent jurisdiction to name a successor.

Escrow. 2.1.1 On the date of this Escrow Agreement, the Buyer is depositing with the Escrow Agent on behalf of the Seller Two Thousand (a2,000) shares of the Buyer's Series B Convertible Preferred stock ("SERIES B STOCK") (the "ESCROW SHARES"), pursuant to Section 2 of the Purchase Agreement. The Unreleased 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 dispose of the Escrow Fund as hereinafter provided. Notwithstanding any other provisions of this Escrow Agreement or the Purchase Agreement, neither the Seller nor the Buyer shall be held considered to have an ownership interest in the Escrow Funds for purposes of transfer, attachment or otherwise until such Escrow Funds are 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 Company until such Unreleased Shares are forfeited Representative (as provided defined in Section 3.12.2 below), until such Unreleased in his capacity as voting designee for the Escrow Shares. The Escrow Agent shall not vote any Escrow Shares are fully released for which the Escrow Agent has not received from the Forfeiture Restriction 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 provided the duly authorized agent and representative of Seller for all purposes as set forth in Section 3.22.2 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 escrow agent hereunder, representing the Escrow Shares. Upon receipt by the Escrow Agent of the 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 the terms hereof. 2.1.4 For all purposes pursuant to this Agreement Escrow Agreement, including without limitation the distribution of the Escrowed Shares, the value of each share held in the Escrow Shares on a date on which distribution is no longer to be made to Buyer on amount of a claim, as described in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this AgreementArticle III below, shall be deemed to appointbe 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 share of Buyer's common stock for the ten trading days prior to the payment date (the "ESCROW SHARE VALUE"); provided, and does so appointhowever, that in the event that during the term of this Escrow Agreement, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Buyer 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 the 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 change the number of whole shares of Stock its common stock that are issued and outstanding as a result of any stock split, stock dividend or a combination thereof, as determined by the Committeesimilar recapitalization, 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

Escrow. 13.1. The parties hereto have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. 13.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the 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 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 Unreleased Shares shall Escrow Agent is to be held by the Company until such Unreleased Shares are forfeited considered as provided in Section 3.1a depository only, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact be a party to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or document other than this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any act it 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 do or omit to do with respect to holding be and as required hereunder, without any necessity of verifying the Shares in escrow and while acting in good faith and in the exercise of its judgmentauthority therefor. (b) The Company will retain custody 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 all cash dividends 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 other distributions (“Retained Distributions”) 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 declared if the Escrow Agent otherwise shall become involved in litigation with respect to Unreleased Shares (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 Retained Distributions will event, Seller and Purchaser agree that they, jointly and severally, are and shall be subject liable to the Forfeiture Restriction 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 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 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 mutual obligations of the parties hereunder, the Escrow Agent shall promptly submit for recording or filing, as applicable, 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 "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 other terms and conditions under Escrow Agent agree to retain a copy of this Agreement that are applicable to for a period of four years following 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 the 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 end of the notional shares calendar year in which the Closing occurs. The provisions of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares this Section shall be forfeited in survive the event such Unreleased Shares are forfeitedClosing.

Escrow. As soon as practicable after the Closing, the Exchange Shares will be deposited and held in escrow in accordance with the terms set forth in the Escrow Agreement, attached hereto as Exhibit H, as the 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) The Unreleased Shares Upon the Closing, and without further act of any Shareholder, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be held appointed as agent and attorney-in-fact for and on behalf of himself and the other Shareholders (the “Securityholder Agent”), and is authorized to enter into the Escrow Agreement on behalf of the Shareholders, to give and receive notices and communications regarding the delivery 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 claims, 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 until such Unreleased Shares are forfeited as provided in Section 3.1Shareholders from time to time upon not less than thirty (30) days prior written notice to Tarantella. No bond shall be required of the Securityholder Agent, until such Unreleased Shares are fully released and the Securityholder Agent shall not receive compensation for his services. Notices or communications to or from the Forfeiture Restriction as provided in Section 3.2Securityholder Agent, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody only for purposes of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this the Escrow Agreement, shall be deemed constitute notice to appoint, and does so appoint, the Company and or from each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Shareholder. (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesb) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, The Securityholder Agent shall not be liable for any act it may do done or omit to do with respect to holding the Shares in escrow and omitted while serving as Securityholder Agent, while acting in good faith and in the exercise of its reasonable judgment. (bc) The Company will retain custody Actions of all cash dividends and other distributions (“Retained Distributions”) made the Securityholder Agent. A decision, act, consent or declared instruction of the Securityholder Agent with respect to Unreleased the Escrow shall constitute a decision of the Shareholders and shall be final, binding and conclusive, and the Escrow Agent and Tarantella may rely upon any such decision, act, consent or instruction of the Securityholder Agent as being the 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 such Retained Distributions will the Warrant Shares comprising the Escrow Fund) shall be subject the average closing price of Tarantella Common Stock for the five trading days immediately prior 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 the 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 forfeitedClosing Date.

Escrow. (a) The Unreleased Shares parties, through their respective attorneys, shall establish an escrow with the Escrowee through which the transaction contemplated hereby shall be held 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 3.01(a) and 16.01 hereof). The escrow instructions shall be in the usual form of deed and money escrow agreement customarily used by the Company until Escrowee with such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company special provisions added thereto as may be required pursuant to conform to the Plan or provisions of this Agreement and so as to provide for a so-called "New York style" closing requiring the simultaneous delivery of the Deed to Purchaser and disbursement of the Purchase Price proceeds to Seller as contemplated by Section 15.05 hereof. Upon creation of the Escrow, anything herein to the contrary notwithstanding, the payment of the Purchase Price and delivery of the Deed and other documents required to be delivered at the closing shall be made through the Escrow. Said Escrow shall be auxiliary to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, this Agreement shall not be liable for merged into nor in any act it may do or omit to do with respect to holding manner superseded by said Escrow. In the Shares in escrow event of any inconsistencies between the terms and while acting in good faith and in the exercise provisions 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 this Agreement and the other terms and conditions under provisions of the Escrow, the terms and provisions of 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 the Grant Noticegovern and control. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release The Escrow costs and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant fees 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 forfeitedequally divided between Purchaser and Seller.

Escrow. (a) The Unreleased DNA Escrow Shares shall be held by placed with a third party commercial escrow agent, satisfactory to NCI and a Representative for a period beginning on the Company until such Unreleased Shares are forfeited Closing Date and ending on the Escrow Termination Date, to be disbursed solely upon the joint signa tures of NCI and the Representative or upon the Escrow Termination Date, all as provided in Section 3.1, until such Unreleased Shares are fully released set forth below. Disbursements from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, escrow shall be deemed to appoint, and does so appoint, made for the Company and each payment of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributionsamounts, if any, paid on such forfeited Unreleased Shares) to satisfy the Company as may be required indemnification rights of NCI pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 judgmentSection 12 hereof. (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 Subject to the Forfeiture Restriction following provisions, the DNA Escrow Shares shall be disbursed during the term hereof at any time or from time to time, whenever NCI shall give a Representative a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) The Representative may give NCI 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 12 hereof, (C) giving the reasons for the alleged invalidity, and (D) stating that, based on such alleged invalidity, the other terms and conditions under this Agreement that are applicable Repre sentatives object to the Sharespayment of any portion of the DNA 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, the Representatives, within thirty (30) until days of the receipt of such timeNotice of Claim, if ever, agree to pay over to NCI that portion of the amounts specified in such Notice of Claim as the Unreleased Shares with respect to which such Retained Distributions shall have no objection is made. The Representatives are not required to agree to make any payments to NCI in respect of a Notice of Claim that has been made, paid or declared shall have become vested pursuant objected to in a Notice of Objection given to the 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 Representatives as set forth aforesaid except (X) as provided in the immediately preceding sentence, Participant or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph (ii) below. (ii) NCI and the Representatives agree to submit to final and binding arbitration any and all disputes the Representatives have specified in a Notice of Objection or NCI 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 JAMS Rules as provided in Section 12 hereof. (c) The escrow shall be entitled terminated and the Escrow Shares automatically delivered to receive the Shareholders, on the Escrow Termination Date; provided, however, that the escrow may continue beyond such date if NCI has asserted indemnification claims, and any such claims remain unsatisfied. All Escrow Shares in excess of such distribution or release an the 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 asserted but unsatisfied shall be equal delivered 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 forfeitedShareholders.

Escrow. As soon as reasonably practicable following the Commencement Date, the Service Provider shall enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Purchaser in relation to the software and/or documentation agreed by the Parties that is to be deposited in escrow (a) the “Escrowed Material”). The Unreleased Shares Parties shall, from time to time, agree which software and/or documentation shall be held by deposited in escrow (the Company until “Escrowed Material”), such Unreleased Shares are forfeited agreement not to be unreasonably withheld or delayed. The Service Provider shall as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction soon as provided in Section 3.2, or until such time as this reasonably practicable thereafter enter into a standard form Escrow Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) with a reputable Escrow Agent satisfactory to the Company as may be required pursuant to Purchaser in respect of the Plan or this Agreement, and to execute such representations or other documents or assurances as Escrowed Material. The Service Provider shall deposit the Company or such representatives deem necessary or advisable in connection Escrowed Material with any such transfer. To the extent allowable by applicable law and Escrow Agent on the applicable rules basis 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 terms agreed in the exercise Escrow Agreement within ten (10) days 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 the 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 the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Purchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such distribution notification the Purchaser is under no obligation to vary its arrangements for making payments or release an amount for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of cash its rights and obligations under this Contract or the number of whole shares of Stock any part thereof to: any Government Body; or a combination thereof, as determined any other body established by the CommitteeCrown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the aggregate fair value 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 “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 equal available 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 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 obligations under this Contract. In such Unreleased Shares circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of Control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are forfeitedits own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the 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 Purchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the Sub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the 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 fields of environmental, social or employment law or if any of the termination events specified in clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in any Sub-contract which it awards. Where requested by the Purchaser, copies of any Sub-contract must be sent by the Service Provider to the 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 Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. Change

Escrow. (a) The Unreleased Shares Upon issuance, the certificates representing Restricted Stock shall be deposited in escrow with the Company to be held and administered by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from accordance with the Forfeiture Restriction as provided in Section 3.2, or until such time as provisions of this Agreement is no longer and the Founder shall execute and deliver a stock power in effectfavor 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 Right of Repurchase shall immediately be delivered to the Company to be held in escrow. Participant Subject to the provisions hereof, the Founder or any Permitted Transferee, as the case may be, shall have all rights of a stockholder with respect to Restricted Stock held in escrow, including without limitation the right to vote such shares of Restricted Stock and the right to receive any cash dividends thereon All regular cash dividends on such shares (or other securities at the time held in escrow) shall be paid directly to the Founder and/or any Permitted Transferee thereof, as applicable, and shall not retain physical custody of be held in escrow. Restricted Stock, together with any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreementother assets or securities held in escrow hereunder, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesi) surrendered to the Company as may be required pursuant to the Plan or this Agreement, for repurchase and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, cancellation upon 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 ’s exercise of its judgment. Right of Repurchase, or (bii) The Company will retain custody released to the Founder and/or such Permitted Transferee upon the Founder’s or such Permitted Transferee’s request to the extent the shares are no longer subject to a Right of Repurchase (but not more frequently than once every six months). In any event, when all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares of the shares of Restricted Stock (and such Retained Distributions will be any other vested assets and securities attributable thereto) are no longer subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable a Right of Repurchase, such shares shall be released to the Shares) until Founder and/or 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 the 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 forfeitedPermitted Transferee.

Escrow. (a) As soon as practicable after the Effective Time, 10% of the Parent Common Stock to be issued in the Merger (collectively, the "Escrow Shares"), without any act of any shareholder of the Company, will be registered in the name of the Shareholders and will be deposited with the Secretary of Parent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and the Escrow Agreement of even date herewith attached hereto as Exhibit C (the "Escrow Agreement"). The Unreleased Shares Escrow Fund shall be held by available to indemnify the Company until such Unreleased Shares are forfeited Indemnitees as provided in Section 3.19. In connection with the deposit of the Escrow Shares in the Escrow Fund, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant each Shareholder shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, execute and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) deliver to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection Escrow Agent an appropriate stock power 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 judgmenta "Medallion" signature guarantee. (b) The Company will retain custody Subject to the following requirements, the Escrow Fund shall remain in existence until the expiration of all cash dividends and other distributions nine (“Retained Distributions”9) made or declared months from the Effective Time (the "Escrow Period"). Upon the expiration of such Escrow Period, the Escrow Fund shall terminate with respect to Unreleased Shares (and such Retained Distributions will be all Escrow Shares; PROVIDED, HOWEVER, that the number of Escrow Shares, which, in the reasonable judgment of Parent, subject to the Forfeiture Restriction subsequent resolution of the claim in the matter in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period shall remain in the Escrow Fund (and the other terms and conditions under this Agreement that are applicable to the SharesEscrow Fund shall remain in existence) until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions shall claims have been maderesolved. As soon as all such claims have been resolved, paid or declared the Escrow Agent shall have become vested deliver to the Shareholders all Parent Common Stock remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Parent Common Stock to the Shareholders pursuant to this Section 1.10(b) and the 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 Escrow Agreement shall be entitled made in proportion 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 their respective original contributions 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 forfeitedEscrow Fund.

Escrow. (ai) 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 ensure the availability for delivery of the Restricted Shares upon repurchase by the Company pursuant to the Company Repurchase Right, Participant appoints the Secretary of the Company, or such other person designated by the Administrator from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Company Repurchase Right and shall, upon execution of the applicable Exercise Notice, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator from time to time, any share certificate(s) representing the Restricted Shares, together with the Stock Assignment. The Unreleased Restricted Shares and Stock Assignment shall be held by the Secretary, or such other person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions, until the Company until such Unreleased Shares are forfeited as provided in Section 3.1exercises the Company Repurchase Right, until such Unreleased Restricted Shares are fully released from the Forfeiture Restriction Company Repurchase Right as provided set forth in Section 3.2, 3(a)(iv) or until such time as this Option Agreement is no longer is in effect. Upon release of the Restricted Shares from the Company’s Repurchase Right, the escrow agent shall as soon as reasonably practicable deliver to Participant shall not retain physical custody of any certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participant, by acceptance of this Agreement, and the escrow agent shall be deemed to appoint, and does so appoint, the Company and each discharged of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares all further obligations hereunder. (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesiii) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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. (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 the 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. (a) The Unreleased Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company until such Unreleased 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, which have vested (other than any withheld by the Company pursuant to Section 8). In the event the Shares are forfeited as provided in pursuant to Section 3.12(c) or withheld by the Company pursuant to Section 8, until such Unreleased the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares are fully released from or Shares to be withheld. The Participant and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of those Shares and stock powers for the Plan Shares being forfeited or 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 Escrow Agent shall promptly deliver such Shares to the Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or 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 omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall 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 such Retained Distributions will disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be subject 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 Forfeiture Restriction and vesting of such Shares pursuant to Section 2 hereof. As a condition to the other terms and conditions under receipt of this Agreement that are applicable 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) until such time, if ever, as . Each certificate representing the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in 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 bear the event such Unreleased Shares are forfeited.following legend:

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 the Shares upon Purchaser’s (1) This is Demand’s standard vesting formula, which should be adjusted as appropriate. In certain circumstances, it may be appropriate to link vesting to continued “Service Provider” status (rather than employment) in order to cause vesting to continue while serving as a director or consultant. (2) Forfeiture provisions may need to be adjusted to accommodate any post-termination vesting that may occur. forfeiture thereof, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Shares, if any, forfeited by Purchaser in accordance with Section 2 above and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The Unreleased share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company until such Unreleased Shares are forfeited and Purchaser attached as provided in Section 3.1Exhibit A hereto, until the first to occur of (i) Purchaser’s forfeiture of such Unreleased Shares are fully released from in accordance with Section 2 above, (ii) the Forfeiture Restriction as provided in Section 3.2date on which such Shares cease to be Unvested Shares, or until such time as (iii) this Agreement is no longer ceasing to be in effect. Participant Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall not retain physical custody of any deliver to Purchaser the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. ParticipantPurchaser, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does that the escrow agent shall nevertheless retain such certificate or certificates if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. In the event a Buyer Indemnified Party is entitled to receive any amount from Sellers under this Agreement, including any purchase price adjustment payment or indemnification payment under this Agreement, then, at the 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 Purchase Price Adjustment Escrow Amount or the Holdback Escrow Amount (as applicable), pursuant to the Escrow Agreement. Pursuant to the Escrow Agreement, (a) The Unreleased Shares the remaining balance of the Holdback Escrow Amount shall be held released to Sellers on the second anniversary of the Closing Date, except if and to the extent claims have been asserted by Buyer against Sellers, in which case, an appropriate portion of the Holdback Escrow Amount shall remain in Escrow until such claims are 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 facts and circumstances giving rise to the Loss, realizable by the Company until such Unreleased Shares are forfeited as provided Indemnified Person (or any of its Affiliates) by a reduction in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2Taxes payable, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody by the receipt of any certificates representing Unreleased Shares issued to Participant. Participanta refund of Taxes, by acceptance of this Agreementthe Indemnified Person (or such Affiliate) so that the Indemnified Person, on an after-tax basis, shall be deemed placed in the same position as though the facts and circumstances giving rise to appointthe Loss had never occurred or existed, and does so appoint, (ii) any net insurance proceeds received by the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Indemnified Person (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do Affiliates) with respect to holding the Shares Loss. The Indemnified Person shall treat the Loss in escrow and while acting in a good faith and manner that causes any federal or state income tax benefit to apply in the exercise of its judgmentearliest year reasonably permissible. (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 the 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. At the Effective Time, BOKF shall establish an escrow account (the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as AExhibit "F" (the ARepresentation Escrow "Agreement"), which shall provide as follows: (a) The Unreleased Shares At the Effective Time, BOKF shall be held deposit the principal amount of $400,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by the Company until such Unreleased Shares are forfeited (ii) any Representation Escrow Allowed Claim (as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement hereafter defined) is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued referred to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances herein 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"Representation Escrow Funds." (b) The Company Representation Escrow Funds shall be invested in a certificate of deposit at CCNB maturing on March 31, 2000, at the rate and on the terms and conditions generally offered by CCNB for certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at CCNB at the rates and on terms and conditions generally offered by CCNB for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will retain custody either be waived by CCNB or borne by BOKF. (c) The representations, warranties, covenants and agreements of Chaparral contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, to be decreased at a rate of thirty-five percent (35%) to account for all federal and state taxes, arising from any material breach by Chaparral of any such representations, warranties, covenants and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to Chaparral on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the sole remedy available to BOKF for any Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all payments, if any, to be made in respect of any Losses shall be made solely from the Representation Escrow Funds, (iv) the Chaparral shareholders shall have no obligations or liability for any such Losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all cash dividends Losses exceeds $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2000, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2000, distribute the Representation Escrow Funds on a pro rata basis to the holders of the Chaparral Common as of the Effective Time. (e) In the event BOKF makes a claim for any Losses on or before March 31, 2000, the Escrow Agent shall (i) on or before April 15, 2000, distribute on a pro rata basis to the holders of the Chaparral Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim") and the Escrow Agent shall distribute any remaining Representation Escrow Funds on a pro rata basis to the holders of the Chaparral Common as of the Effective Time. (f) The rights of the holders of the Chaparral 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 distributions interest. (“Retained Distributions”g) made or declared The persons who are members of the Board of Directors of Chaparral immediately prior to the Closing shall collectively serve as agents, acting by a majority vote in the same manner as a board of directors acting under the TBCA, for the holders of the Chaparral 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 AAgents@). The actions of the Agents shall be deemed actions taken by them as members of the Board of Directors of Chaparral prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent 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 the 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 forfeitedRepresentation Escrow.

Escrow. (a) The Unreleased Shares party acting as Escrow Agent is authorized and agrees to hold the Deposit in escrow in accordance with the terms and conditions of this Contract. Any interest earned on the Deposit is paid to the Florida Bar. Checks issued for the Deposit will be deposited promptly for clearance. The Escrow Agent shall not be held by responsible for nonpayment of checks received. In the Company event Escrow Agent is in doubt as to its duties and liabilities under the provisions of the Agreement, it may in its sole discretion continue to hold the monies which are the subject of the escrow until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from Buyer and Seller mutually agree to the Forfeiture Restriction as provided in Section 3.2disbursement 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 is no longer in effectwith the clerk of the court 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. Participant shall not retain physical custody In the event of any certificates representing Unreleased Shares issued to Participant. Participantsuit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as escrow agent hereunder, by acceptance or in the event of this Agreementany suit wherein the Escrow Agent interpleads the subject matter of the escrow, it shall be deemed entitled to appointrecover a reasonable attorneys; fee and costs incurred, said fees and does so appoint, costs to be charged and assessed as court costs in favor of the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to prevailing party. All parties agree that the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Escrow Agent shall not be liable to any party or person whomsoever for any act it may do misdelivery to Buyer or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise Seller 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 Monies subject to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) until escrow, unless 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 the 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 misdelivery shall be entitled due 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 willful breach 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 forfeitedAgreement or gross negligence on its part.

Escrow. Certificates representing the Shares, along with stock powers duly executed by the Executive in blank, shall be deposited by the Executive in escrow upon (aor as promptly as practicable following) The Unreleased Shares 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 those Shares which have vested (other than any withheld by the Company until such Unreleased pursuant to Section 10(b)). In the event Shares are forfeited as provided in pursuant to Section 3.14 or withheld by the Company pursuant to Section 10(b), until such Unreleased the Company shall give written notice to the Executive and to the Escrow Agent within ten (10) days specifying the number of Forfeited Shares are fully released from or Shares to be withheld. The Executive and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of stock certificates and stock powers for the Plan Shares being forfeited or 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 Executive, the Escrow Agent shall promptly deliver such Shares to the Executive and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or 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 omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (and held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Retained Distributions will be subject Shares in its possession without liability to the Forfeiture Restriction and the other terms and conditions under this Agreement that are applicable to the Shares) anyone all until such time, if ever, as the Unreleased Shares with respect to which such Retained Distributions dispute shall have been madesettled either by mutual written agreement of the parties concerned or by a final order, paid decree or declared shall have become vested pursuant to judgment of a court of competent jurisdiction after the Grant Noticetime for appeal has expired. Retained Distributions that were made or declared All reasonable costs, fees and disbursements incurred by the Executive and the Escrow Agent in cash will be deemed reinvested in notional shares connection with the performance of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant its duties hereunder 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 borne 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 forfeitedCompany.

Escrow. (aTo insure the availability for delivery of ▇▇▇▇▇▇▇’s Unreleased Shares upon forfeiture under Section 3.1, Grantee hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Grantee pursuant to 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 certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit D hereto, until such Unreleased the Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2Restriction, or until such time as this Agreement is no longer is in effect. Participant Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall not retain physical custody of any promptly deliver to Grantee the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant▇▇▇▇▇▇▇, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. ParticipantIf the Shares are held in book entry form, by acceptance 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, shall be deemed to appoint, and does so appoint, the Company and each in exchange for or in substitution of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited such Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to are held by the Company as may be required escrow agent pursuant to this Section 4.1 and the Plan or this AgreementJoint Escrow Instructions, and to execute such representations assets or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 also be subject to the Forfeiture Restriction and the other terms and conditions under restrictions set forth in this Agreement that are applicable to the Shares) until such time, if ever, as and held in escrow pending release of the Unreleased Shares with respect to which such Retained Distributions shall have been madeassets or other securities relate from the Forfeiture Restriction (or, paid or declared shall have become vested pursuant to the 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 if such Unreleased Shares are forfeitedno longer outstanding, until such time as such Unreleased Shares would have been released from the Forfeiture Restriction pursuant to this Agreement).

Escrow. (a) The Unreleased Shares shall be held by Corporation agrees to receive and hold in escrow the Company until such Unreleased Shares are forfeited as provided Powers of Attorney and the Proxies of each of the Founders executed in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or connection with their respective securities until such time as a Triggering Event occurs or until this Agreement is no longer terminated in effect. Participant shall not retain physical custody accordance with Section 5.1 hereof (in respect of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance each such Power of this Agreement, shall be deemed to appoint, Attorney and does so appointProxy, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 Period”). (b) The Company will retain custody 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 cash dividends and other distributions 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. (“Retained Distributions”d) made or declared Upon a Founder suffering a Triggering Event, the Escrow Period with respect to Unreleased Shares (the Powers of Attorney and Proxies executed by the Shareholder of such Retained Distributions Related Founder and the Related Founder will terminate and each such Power of Attorney and Proxy shall be subject released by the Corporation and delivered to the Forfeiture Restriction Remaining Founder. The Corporation hereby agrees to release each such Power of Attorney and the other terms and conditions under this Agreement that are applicable Proxy to the Shares) until such time, if ever, as Remaining Founder on the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant Effective Date and deliver same to the Grant NoticeRemaining 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. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution Upon the occurrence of such Retained Distributions to Participant as set forth a Triggering Event in respect of 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 CommitteeRemaining Founder, the aggregate fair value of which shall be equal Corporation will, on or after the Effective Date, forthwith deliver to the Fair Market Value Board Nominee the Powers of Attorney and Proxies 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 forfeitedRemaining Founder.

Escrow. (a) The Unreleased Unvested Shares shall be held by the Company until such Unreleased Unvested Shares are forfeited as provided in Section 3.1, until such Unreleased Unvested Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, become Vested Shares or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Unvested Shares issued to Participant. Participant, by acceptance of this AgreementAward, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Unvested Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedApplicable 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 Unreleased Unvested Shares (and such Retained Distributions will be subject to the Forfeiture Restriction forfeiture and the other terms and conditions under this Agreement that are applicable to the Restricted Shares) until such time, if ever, as the Unreleased Unvested Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in 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 relateVested Shares. Any Retained Distributions with respect to Unreleased Unvested Shares shall be forfeited in the event such Unreleased Unvested Shares are forfeited.

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 (aor his or her transferee or legal representative, as the case may be) to the Company. To ensure the availability for delivery of the Restricted Shares upon repurchase by the Company pursuant to the Company Repurchase Right, Participant appoints the Secretary of the Company, or such other person designated by the Administrator from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Company Repurchase Right and shall, upon execution of the applicable Exercise Notice, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator from time to time, any share certificate(s) representing the Restricted Shares, together with the Stock Assignment. The Unreleased Restricted Shares and Stock Assignment shall be held by the Secretary, or such other person designated by the Administrator from time to time, in escrow, pursuant to the Joint Escrow Instructions, until the Company until such Unreleased Shares are forfeited as provided in Section 3.1exercises the Company Repurchase Right, until such Unreleased Restricted Shares are fully released from the Forfeiture Restriction Company Repurchase Right as provided set forth in Section 3.2, 3(a)(iv) or until such time as this Option Agreement is no longer is in effect. Upon release of the Restricted Shares from the Company’s Repurchase Right, the escrow agent shall as soon as reasonably practicable deliver to Participant shall not retain physical custody of any certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participant, by acceptance of this Agreement, and the escrow agent shall be deemed to appoint, and does so appoint, the Company and each discharged of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transferall further obligations hereunder. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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. (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 the 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. a. The Parties have deposited or will cause to be deposited with Escrow Specialists Inc., as Escrow Agent, the 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 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 (a“ERC”) The Unreleased Shares 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 held by first to ERC Funding totaling the Company until such Unreleased Shares are forfeited as provided in Section 3.1agreed upon Fee of the ERC Credit Amount and any monies thereafter will be sent to The Client, until such Unreleased Shares are fully released which if nothing was withheld from the Forfeiture Restriction as provided in Section 3.2IRS for unpaid payroll taxes, or otherwise held at the IRS’s discretion, should equate to the remainder of the ERC Credit Amount less our Fee. d. Escrow Agent or ERC Funding are not responsible for funds until such time as this Agreement it is no longer actually received in effect. Participant shall not retain physical custody the account of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, Escrow Agent. e. In the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesevent the IRS mails an ERC check(s) to the Company business address and not Escrow Agent as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listedintended, the CompanyClient agrees to immediately notify ERC Funding via email at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇ and forward the check to Escrow Agent within 3 business days. Mailing address for the Escrow Agent, or its designeeLLC is: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, shall not be liable for any act it may do or omit ▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Failure to do with respect so constitutes a breach of contract and ERC Funding will notify the IRS to holding rescind the Shares claim and/or pursue collection remedies. This may result in escrow and while acting in good faith and in increased tax liability for the exercise of its judgmentClient. (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 f. Any costs incurred from using Escrow Agent 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 the 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 for 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 forfeitedERC Funding.

Escrow. (a) The Unreleased Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company until such Unreleased 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, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited as provided in pursuant to Section 3.12(c) or withheld by the Company pursuant to Section 9, until such Unreleased the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares are fully released from or Shares to be withheld. The Participant and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of those Shares and stock powers for the Plan Shares being forfeited or 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 Escrow Agent shall promptly deliver such Shares to the Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or 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 omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall 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 such Retained Distributions will disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be subject 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 Forfeiture Restriction and vesting of such Shares pursuant to Section 2 hereof. As a condition to the other terms and conditions under receipt of this Agreement that are applicable 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) until 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 time, if ever, other legends as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested Company deems advisable pursuant to Section 6 below. If the 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 Shares are issued to the Participant as set forth in electronically rather than by a stock certificate, the immediately preceding sentence, Participant legend described above shall be entitled removed, but may bear such other legends as the Company deems advisable pursuant 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 forfeitedSection 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 Holder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any promptly deliver to the Holder the certificate or certificates representing Unreleased such Shares issued in the escrow agent's possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Shares At the Closing, pursuant to Section 2(a)(iii) of the Merger Agreement, DGI shall deposit the Escrow Amount with the Escrow Agent to be held and administered by the Company until such Unreleased Shares are forfeited as provided Escrow Agent in Section 3.1, until such Unreleased Shares are fully released from accordance with the Forfeiture Restriction as provided in Section 3.2, or until such time as provisions of this Agreement is no longer in effectand the Merger Agreement. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. ParticipantThe Escrow Agent, by acceptance execution of this Agreement, shall be deemed acknowledges receipt of the Escrow Amount and agrees to appointhold and administer the Escrow Amount in accordance with the provisions of this Agreement. The parties acknowledge that, and does so appoint, the Company and each of its authorized representatives except as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or otherwise provided in 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 Escrow Amount deposited by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, DGI shall not be liable for the property of, or be subject to any act it may do claims against, DGI, Merger Sub, WBM, MICO or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmenttheir respective creditors. (b) The Company will retain custody purpose of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect this Agreement is to Unreleased Shares (and such Retained Distributions will be subject to secure, on the Forfeiture Restriction and the other terms and conditions set forth in this Agreement, the obligations of WBM under this (i) Section 2(a)(vii) of the Merger Agreement that are applicable 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 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 Shareholders pursuant to the SharesMerger Agreement. (c) until If 122% of the 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 DGI, the Escrow Agent shall pay to DGI that amount of the Escrow Amount as equals 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 timeDGI Damages, the amount thereof, if everknown, as and the Unreleased Shares 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 Retained Distributions DGI Damages shall have been made, paid 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 declared shall have become vested pursuant Section 10(a) of the Merger Agreement except to the Grant 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. Retained Distributions ”) to DGI and the Escrow Agent in which WBM shall (i) agree that were made 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 declared (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 will 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 Escrow Agent receives either (i) a copy of a settlement agreement executed by WBM and DGI that sets forth instructions as to the amount of the Escrow Amount to be deemed reinvested in notional shares released to DGI and WBM, or (ii) a copy of Stock such that upon release a final, non-appealable court order setting forth instructions as to the amount of the Escrow Amount to be released to DGI and distribution WBM. (i) After the expiration of such Retained Distributions one year from the Closing Date, the remaining balance of the Escrow Amount shall be paid by the Escrow Agent to Participant the Shareholders as set forth in joint written instructions from DGI and WBM provided, however, that to the immediately preceding sentence, Participant shall be entitled to receive on the date extent DGI has submitted a claim that remains pending as 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 Committeedate, the aggregate fair value of which Escrow Agent shall be equal to the Fair Market Value not pay out that portion of the notional shares of Stock Escrow Amount as would be required to which such released Retained Distributions relate. Any Retained Distributions with respect reimburse DGI if DGI were to Unreleased Shares shall be forfeited prevail in the event such Unreleased Shares are forfeiteddispute and, upon the resolution of the dispute, pay any remaining balance of the Escrow Amount to WBM.

Escrow. (a) The Unreleased Shares Indemnity Escrow Amount shall be held by the Company until such Unreleased Shares are forfeited serve as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appointa security for, and does so appointa source of payment of, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares Parent Indemnified Parties’ indemnification rights under this Article VIII (and Retained Distributionsother than Losses under Section 8.02(j)), if any, paid on such forfeited Unreleased Sharesand 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) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with (except for any such transfer. To the extent allowable by applicable law and the applicable rules Losses arising from breaches of each national securities exchange on which the Stock is listed, the CompanyCompany Fundamental Representations, or its designee, shall not be liable fraud or intentional misrepresentation). Except for any act it may do claims of fraud or omit 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 do with respect to holding recovery under this Article VIII (other than Losses under Section 8.02(j)) until the Shares Indemnity Escrow Account has been depleted in escrow and while acting in good faith and in the exercise of its judgmentfull. (b) The Company will retain custody Special Escrow Amount shall serve as a security for, and a source 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 payment of, Parent Indemnified Parties’ indemnification rights under this Agreement that are applicable to the Shares) until such timeSection 8.02(j), if everany, as and shall be disbursed in accordance with the Unreleased Shares with respect 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 which make claims against the Working Capital Escrow Account, Indemnity Escrow Account and Special Escrow Account, for the Stockholder Representative to object to such Retained Distributions claims, and for Parent Indemnified Parties to resolve any such objections shall have been made, paid or declared shall have become vested pursuant to the 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 sentenceEscrow Agreement. (d) Fifty percent (50%) of the Indemnity Escrow Amount and (b) fifty percent (50%) of the Special Escrow Amount, Participant 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 “Outstanding Claims”) against the Indemnity Escrow Account and Special Escrow Account, respectively, prior to the Initial Escrow Release Date, shall promptly be entitled released from the Indemnity Escrow Account and Special Escrow Account, respectively, and delivered to receive 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 date 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 distribution or release an amount of cash 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 this Article VIII is finally resolved against such Parent Indemnified Party, the Escrow Agent shall promptly release from the Indemnity Escrow Account or the number of whole shares of Stock or a combination thereofSpecial Escrow Account, as determined by applicable, and deliver to the Committee, Exchange Agent for distribution to the Stockholders in accordance with the terms of the Exchange Agent Agreement an aggregate fair value amount of which shall be the Retained Escrow Amount equal to the Fair Market Value amount of the notional shares Outstanding Claim resolved against such Parent Indemnified Party; provided, however, that any such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to satisfy the amount of Stock Outstanding Claims that are still unresolved at such time. For purposes of determining the value of Escrowed Merger Shares to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares satisfy indemnification claims made by Parent Indemnified Parties under this Agreement, each Escrowed Merger Share shall be forfeited in deemed to have a value equal to the event such Unreleased Shares are forfeitedFinal Closing Date Price.

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 Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the person designated by the Company as escrow agent as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with such person designated by the Company the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to this Agreement in the form attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Company’s designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until such Unreleased Shares are forfeited the Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2vested, or until such time as this Agreement is no longer is in effect. Participant Upon vesting of the Unreleased Shares, the escrow agent shall not retain physical custody of any deliver to the Holder, upon request, the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participantthe Holder, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Shares As soon as reasonably practicable following the Commencement Date, the Service Provider shall be held 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 until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement Parties that is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares deposited in escrow and while acting in good faith and (the “Escrowed Material”). The Service Provider shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms agreed in the exercise Escrow Agreement within ten (10) days 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 the 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 the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Purchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such distribution notification the Purchaser is under no obligation to vary its arrangements for making payments or release an amount for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of cash its rights and obligations under this Contract or the number of whole shares of Stock any part thereof to: any Government Body; or a combination thereof, as determined any other body established by the CommitteeCrown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the aggregate fair value 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 “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency or Change of Control) shall be equal available 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 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 obligations under this Contract. In such Unreleased Shares circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are forfeitedits own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the 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 Purchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the Sub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the 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 fields of environmental, social or employment law or if any of the termination events specified in clause 64.3 (Termination Rights) occur; and a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in any Sub-contract which it awards. Where requested by the Purchaser, copies of any Sub-contract must be sent by the Service Provider to the 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 Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

Escrow. To insure the availability for delivery of Grantee’s unvested Shares upon cancellation and forfeiture pursuant to Section 4, Grantee hereby irrevocably appoints the Secretary of the Company or any other person designated by the Company (a) the “Escrow Agent”), as escrow agent and as its attorney-in-fact to deliver unto the Company such unvested Shares, if any, forfeited to the Company and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the unvested Shares. The Unreleased unvested Shares shall be held by the Company Escrow Agent in escrow until such Unreleased unvested Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2become vested, or until such time as this Agreement is no longer in effect. Participant Upon vesting of the Shares, the Escrow Agent shall not retain physical custody of any promptly deliver to Grantee the certificate or certificates representing Unreleased such vested Shares issued in the Escrow Agent’s possession belonging to Participant. ParticipantGrantee, by acceptance of this Agreement, and the Escrow Agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the Escrow Agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, . Grantee hereby irrevocably authorizes and directs the Escrow Agent to execute such representations or other documents or assurances as transfer the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law unvested Shares which have been cancelled and the applicable rules of each national securities exchange on which the Stock is listed, forfeited to the Company, or its designee, . 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. (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 the 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. (a) The Unreleased Shares Deposit shall be held in escrow, until delivered as herein provided, by the Escrow Agent in an interest bearing escrow account at or with Escrow Agent’s banking institution (the “Bank”). The parties acknowledge that the Deposit shall be held by Escrow Agent at the Company Bank and further acknowledge that the parties have no objections to the Deposit being held at the Bank. The Deposit shall be held and disbursed by Escrow Agent in the following manner: (i) On the Closing Date, the Deposit shall be paid to Seller. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of this Agreement. Any interest earned on the Deposit shall be credited against the Purchase Price at Closing. (ii) The Deposit shall be paid to Seller upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Seller is entitled to the Deposit upon such termination, and certifying the basis of such termination, or (y) Purchaser has defaulted in performance of Purchaser's obligations under this Agreement and the facts and circumstances underlying such default or that Seller is otherwise entitled to the Deposit under the provisions of this Agreement; provided however, that Escrow Agent shall not honor said demand until at least ten (10) days after it has sent a copy of such Unreleased Shares are forfeited demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of clause (b) of this Section 1.4; or (iii) The Deposit shall be paid to Purchaser upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the Deposit upon termination, and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller's obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least 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 clause (b) of this Section 1.4. (b) Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of Section 1.4(a), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within ten (10) 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. (c) In the event of any dispute between the parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable 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). (d) In the event Escrow Agent shall be uncertain as provided in Section 3.1to its duties or rights hereunder or shall receive conflicting instructions, until such Unreleased Shares are fully released claims or demands from the Forfeiture Restriction as provided in Section 3.2parties hereto, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody instructions which conflict with any of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance the provisions of this Agreement, Escrow Agent shall be deemed entitled (but not obligated) to appointrefrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and does so appointshall be protected in acting or refraining from acting upon, the Company any written notice, instruction or request furnished to it hereunder and each of its authorized representatives as Participant’s attorney(s)-in-fact believed by it to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as the Company parties, provided that any modification of this Section 1.4 shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or such representatives deem necessary expense incurred by Escrow Agent not caused by its willful misconduct or advisable gross negligence, arising out of or in connection with any such transfer. To the extent allowable by applicable law its entering into this Agreement and the applicable rules carrying out of each national securities exchange on which the Stock is listed, the Companyits duties hereunder, or its designeeany dispute hereunder, shall not be liable for including the costs and expenses of defending itself against any act it may do claim of liability or omit to do participating in any legal proceeding. In the event of any dispute with respect to holding the Shares in escrow duties of Escrow Agent, Escrow Agent may consult with counsel of its choice, and while acting shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the exercise opinion of its judgmentsuch counsel. (bg) The Company Escrow Agent may resign at will retain custody and be discharged from its duties or obligations hereunder by giving notice in writing of all cash dividends 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 other distributions Purchaser, which approval shall not be unreasonably withheld or delayed, or (“Retained Distributions”ii) made Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or declared with respect liability hereunder. (h) Purchaser and Seller, together, shall have the right to Unreleased Shares (and terminate the appointment of Escrow Agent hereunder by giving to it notice of such Retained Distributions will be subject to termination, specifying 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 date upon which such Retained Distributions termination shall have been madetake effect and designating a replacement escrow agent, paid or declared who shall have become vested pursuant to the Grant Noticesign a counterpart of this Agreement. Retained Distributions that were made or declared in cash will be deemed reinvested in notional shares of Stock such that upon release and distribution Upon demand of such Retained Distributions to Participant as set forth in successor escrow agent, the immediately preceding sentence, Participant Deposit shall be entitled turned over and delivered to receive on such successor escrow agent, who shall thereupon be bound by all of 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 provisions hereof. (i) Escrow Agent’s agreements and obligations hereunder shall terminate and Escrow Agent shall be equal to the Fair Market Value discharged from further duties and obligations hereunder upon final payment of the notional shares Deposit, and all interest accrued thereon, in accordance with the terms 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 forfeitedthis Agreement.

Escrow. (a) Participant 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 Participant to the Company. (b) To insure the availability for delivery of Participant’s Unreleased Shares upon forfeiture under Section 2, Participant hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Participant pursuant to 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 certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Participant attached as Exhibit B hereto, until such Unreleased the Shares are forfeited as provided in Section 3.12, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2Restriction, or until such time as this Agreement is no longer is in effect. Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly deliver to Participant shall not retain physical custody of any the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. Participant, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. Notwithstanding any provision of this Agreement to the contrary, in lieu of delivering to holders of shares of Company Capital Stock certificates for the full number of shares of Parent Common Stock provided for in Section 2.7, Parent shall deliver or cause to be delivered (aA) The Unreleased Shares to each such holder one or more certificates, registered in the name of such holder (subject to Section 2.8(e)), for a number of shares of Parent Common Stock equal to 90% of the aggregate number of shares of Parent Common Stock otherwise issuable to such holder pursuant to Section 2.7; and (B) to State Street Bank and Trust Company as escrow agent (the "Escrow Agent") for deposit into the escrow fund (the "Escrow Fund") provided for in the escrow agreement in the form attached as Exhibit 2.8 hereto (the "Escrow Agreement"), to secure the indemnity obligations under Section 10.2, one or more certificates, registered in the name of the Escrow Agent, for a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 2.7 upon conversion of all of the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time, all of which will be held as part of the Escrow Fund and disposed of by the Escrow Agent in accordance with the provisions of the Escrow Agreement. Such shares shall be held beneficially owned by the Company until holders on whose behalf such Unreleased Shares are forfeited shares were deposited in the Escrow Fund and shall be available to compensate the Parent Indemnitees as provided in Section 3.1, until such Unreleased Shares are fully released Article 10. The Escrow Agreement is incorporated herein by reference and shall be considered part of this Agreement. By voting for or failing to dissent from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance approval of this Agreement, each Company Stockholder automatically and without any further act or deed irrevocably agrees that: (A) such Company Stockholder accepts and shall be deemed to appointbound by the terms and provisions of the Escrow Agreement; and (B) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is appointed Stockholder Representative (the "Stockholder Representative") for purposes of the Escrow Agreement with all rights, powers and does so appoint, authority provided for in the Company Escrow Agreement and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect that any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to action taken by the Company as may be required Stockholder Representative pursuant to the Plan or this AgreementEscrow Agreement shall be conclusive, valid, binding and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do enforceable with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgmenteach such Company Stockholder. (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 the 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. Seller and Shareholders agree that fifty percent (a50%) The Unreleased Shares of all principal and interest due under the 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 Deed, shall be deposited, when paid by Purchaser, into a joint bank account agreed upon by Seller and Purchaser which requires the signature of 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 by the Company until in such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or account until such time as this Agreement (i) the MPCA has issued a letter to Seller stating that no further action is no longer 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 effectthe preparation and execution of the Plan of Remediation have been paid in full. Participant shall All interest earned on the Escrowed Amounts may be withdrawn by the Seller and Shareholders as permitted by the depository institution at which the Escrowed Amounts are deposited. The foregoing escrow of payments will not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance preclude Purchaser from seeking indemnification from Seller and Shareholders under Section 11 of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company extent the foregoing remedies do not adequately compensate Purchaser for expenses and costs incurred in respect of any Third Party Claims (as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable defined in connection with any such transferSection 11). 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 the 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.e)

Escrow. (a) The Unreleased Shares issued under this Agreement shall be held by an escrow holder designated by the Company until such Unreleased Shares are forfeited as provided (the "Escrow Holder"), along with a stock assignment executed by the Purchaser in Section 3.1blank, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody expiration of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do 's Right of First Refusal with respect to holding the such Shares in escrow and while acting in good faith and in the exercise of its judgmentas set forth above. (b) The Company will retain custody Escrow Holder is hereby directed to permit transfer of all cash dividends and other distributions (“Retained Distributions”) made or declared the Shares only in accordance 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 or instructions signed by both parties. In the event further instruc tions are applicable to desired by the Shares) until such timeEscrow Holder, 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 the 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 he shall be entitled to receive on rely upon directions executed by a majority of the date 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 Right of First Refusal hereunder, the Escrow Holder, upon receipt of written notice of such distribution 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 release an amount of cash or the number of whole shares of Stock expire unexercised or a combination thereofportion of the Shares has been released from the provisions of Section 3 hereof, as determined by upon Purchaser's request the CommitteeEscrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, the aggregate fair value Purchaser shall have all the rights 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 a shareholder with respect to Unreleased 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, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be forfeited in immediately subject to this escrow, deposited with the event such Unreleased Shares are forfeitedEscrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Right of First Refusal.

Escrow. (a) A. The Unreleased Shares Deposit shall be held in escrow by Escrow Agent, upon the Company until 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 this Agreement so that such Unreleased Shares are forfeited as provided in Section 3.1interest bearing account can be opened; (ii) Escrow Agent shall deliver to Seller the Deposit (together with all interest thereon, until such Unreleased Shares are fully released from if any) at and upon the Forfeiture Restriction as provided in Section 3.2, or until such time as Closing and the same shall be applied toward the Purchase Price; and (iii) If this Agreement is no longer terminated in effect. Participant accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party’s obligations hereunder, Escrow Agent shall not retain physical custody of any certificates representing Unreleased Shares issued pay the Deposit (together with all interest thereon, if any) to Participant. ParticipantSeller and/or Purchaser, by acceptance as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, shall be deemed to appointand, except for the provisions of Section 19(C) hereof, are purely ministerial in nature, and does so appoint, the Company and each of Escrow Agent shall incur no liability whatever except for its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares own willful misconduct or gross negligence; (and Retained Distributions, if any, paid on such forfeited Unreleased Sharesii) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, Escrow Agent shall not be liable or responsible for the collection of the proceeds of any act it may do or omit checks used to do with respect to holding pay the Shares in escrow and while acting in good faith and in Deposit; (iii) In the exercise performance 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 timeduties hereunder, 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 the 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 Escrow Agent shall be entitled to receive rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by either of the other 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 date part of such distribution Escrow Agent arising out of or release an amount of cash in connection with its acceptance of, or the number performance of whole shares of Stock or a combination thereofits duties and obligations under, this Agreement, as determined 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 Committeeperformance 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 ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor with the aggregate fair value of which shall expenses thereof to be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions borne equally be Seller and Purchaser. C. Escrow Agent is acting as a stakeholder only with respect to Unreleased Shares shall be forfeited 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 Unreleased Shares 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), 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 forfeitednot 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 party determined not to be entitled to the Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, 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, 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 will hold the Deposit, in escrow, pursuant to the provisions of this Agreement.

Escrow. 13.1. The parties hereto have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement. 13.2. The ▇▇▇▇▇▇▇ Money shall be deposited by the 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 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 Unreleased Shares shall Escrow Agent is to be held by the Company until such Unreleased Shares are forfeited considered as provided in Section 3.1a depository only, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact be a party to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or document other than this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any act it 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 do or omit to do with respect to holding be and as required hereunder, without any necessity of verifying the Shares in escrow and while acting in good faith and in the exercise of its judgmentauthority therefor. (b) The Company will retain custody 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 all cash dividends 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 other distributions (“Retained Distributions”) 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 declared if the Escrow Agent otherwise shall become involved in litigation with respect to Unreleased Shares (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 Retained Distributions will event, Seller and Purchaser agree that they, jointly and severally, are and shall be subject liable to the Forfeiture Restriction 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 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 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 mutual obligations of the parties hereunder, the Escrow Agent shall promptly submit for recording or filing, as applicable, 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 "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 other terms and conditions under Escrow Agent agree to retain a copy of this Agreement that are applicable to for a period of four years following 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 the 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 end of the notional shares calendar year in which the Closing occurs. The provisions of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares this Section shall be forfeited in survive the event such Unreleased Shares are forfeitedClosing.

Escrow. (a) The Unreleased 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 forfeiture pursuant to Section 2.1 hereof, the Restricted Shareholder hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as his or her attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary of the Company until such Unreleased Shares are forfeited as provided in Section 3.1escrow, until such Unreleased Shares are fully released from pursuant to the Forfeiture Restriction as provided in Section 3.2, or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody Joint Escrow Instructions of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each the Restricted Shareholder attached hereto as Exhibit B, until all of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer the Restrictions expire or shall have been removed. Upon the lapse of forfeited Unreleased Shares (and Retained Distributionsthe Restrictions on the Restricted Shares, if any, paid on such forfeited Unreleased Shares) the escrow agent shall promptly deliver to the Company Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as may be escrow agent if so required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (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 Director’s Unreleased Shares upon forfeiture under Section 2, Director hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Director pursuant to 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 certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Director attached as Exhibit B hereto, until such Unreleased the Shares are forfeited as provided in Section 3.12, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2Restriction, or until such time as this Agreement is no longer is in effect. Participant Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall not retain physical custody of any promptly deliver to Director the certificate or certificates representing Unreleased such Shares issued in the escrow agent’s possession belonging to Participant. ParticipantDirector, by acceptance of this Agreement, and the escrow agent shall be deemed to appointdischarged of all further obligations hereunder; provided, and does however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the Company as may be required pursuant to the Plan or other restrictions imposed pursuant to this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the . (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. (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 the 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. (a) The Unreleased Shares Promptly following the execution of this Agreement, the License Agreement and the Escrow Agreement, (i) the Purchaser shall deliver or cause to be delivered to the Escrow Agent the Purchase Price and the Upfront Payment (the “Escrow Cash”); and (ii) the Company shall deliver or cause to be delivered to the Escrow Agent a copy of the irrevocable instructions to the Depositary (the “ADS Instructions”), instructing the Depositary to deliver the ADSs to be purchased by the Purchaser hereunder in book entry form, registered in the name of the Purchaser, subject to and at the Closing, in each case to be held by the Company Escrow Agent in trust until such Unreleased Shares are forfeited as provided the earlier of the Closing and the termination of this Agreement in accordance with its terms. In the event of the Closing or the termination of this Agreement in accordance with its terms (whichever is earlier), the Escrow Agent shall: (i) in the case of Closing, (y) release the Escrow Cash to the Company; and (z) subject to satisfaction of the conditions set forth in Section 3.12.2(b)(ii), until such Unreleased Shares are fully released from release the Forfeiture Restriction as provided ADS Instructions to the Depositary, all in Section 3.2, or until such time as accordance with the terms of this Agreement is no longer and the Escrow Agreement. The Company undertakes to use its best commercial efforts to cause the Depositary to issue the ADSs to be purchased by the Purchaser hereunder promptly after the Depositary’s receipt of the ADS Instructions; and (ii) in effect. Participant shall not retain physical custody the case of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance termination of this Agreement, shall be deemed to appoint, and does so appoint, (y) release the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) Escrow Cash to the Company as may be required pursuant Purchaser; and (z) return the ADS Instructions to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the 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 and Purchaser shall cooperate in order to ensure the Closing promptly following receipt of all cash the IIA Consent, as follows: (i) the release of the Escrow Cash to the Company from escrow promptly following receipt of the IIA Consent, pursuant to delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company; (ii) upon delivery to the Escrow Agent of the Joint Release relating to the release of the Escrow Cash to the Company, the Company shall cause to be deposited with the custodian bank of the Depositary in Israel a share certificate (the “Share Certificate”) representing a number of Ordinary Shares underlying the ADSs being purchased by the Purchaser hereunder (the “Underlying Shares”), and thereafter the Company shall provide to the Purchaser confirmation from the Depositary or the custodian bank that the Share Certificate has been deposited with the custodian bank; and (iii) promptly following the Company’s receipt of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company without any limitations imposed by the bank or any third party, the release by the Escrow Agent of the ADS Instructions to the Depositary, pursuant to delivery of the Joint Release relating to the release of the ADS Instructions to the Depositary in accordance with the Escrow Agreement. (c) As of the date hereof, the Company and Purchaser have each: (i) signed joint releases relating to (y) the release of the Escrow Cash to the Company following receipt of the IIA Consent; and (z) release of the ADS Instructions to the Depositary following the deposit of the Escrow Cash in the Bank Account and such funds being immediately available, unrestricted and fully accessible to the Company (each, a “Joint Release”) and have deposited their respective signature pages thereto with their respective legal counsel, the law firm of Arnon, ▇▇▇▇▇▇-▇▇▇▇, in the case of the Company, and the law firm of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇, in the case of the Purchaser, and (ii) given irrevocable instructions to such respective counsel to deliver the respective Joint Release to the Escrow Agent immediately upon confirmation by such counsel that (x) the IIA Consent has been obtained (in the case of the release of the Escrow Cash to the Company) and (y) the Escrow Cash has been deposited in the Bank Account and such funds are immediately available, unrestricted and fully accessible to the Company (in the case of the release of the ADS Instructions to the Depositary). (d) For as long as the ADS Instructions are held in escrow and unless and until such time as the ADSs being purchased by the Purchaser hereunder are delivered in book entry form at the Depositary, subject to and at the Closing, (i) the Underlying Shares and/or ADSs subject to the ADS Instructions shall not be deemed issued and outstanding Ordinary Shares and/or ADSs and (ii) the Purchaser shall not be deemed to be the owner of the Underlying Shares and/or the ADSs subject to the ADS Instructions and shall not be entitled to (x) exercise any voting rights with respect to the Underlying Shares and/or ADSs subject to the ADS Instructions, (y) receive dividends and other distributions on account of the Underlying Shares and/or ADSs subject to the ADS Instructions; or (“Retained Distributions”z) made or declared any other rights with respect to Unreleased the Underlying Shares (and such Retained Distributions will be and/or ADSs subject to the Forfeiture Restriction and the ADS Instructions 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 the 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 than as set forth in this Agreement and 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 forfeitedEscrow Agreement.

Escrow. (a) The Unreleased Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company until such Unreleased 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, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited as provided in pursuant to Section 3.12(c) or withheld by the Company pursuant to Section 9, until such Unreleased the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares are fully released from or Shares to be withheld. The Participant and the Forfeiture Restriction as provided in Section 3.2, Company authorize the Escrow Agent to take all necessary or until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance appropriate actions consistent with the terms of this Agreement, shall be deemed to appoint, and does so appoint, including the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) delivery to the Company as may be required pursuant to of those Shares and stock powers for the Plan Shares being forfeited or 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 Escrow Agent shall promptly deliver such Shares to the Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to execute such representations have been signed or other documents presented by the proper party or assurances as parties. The Escrow Agent or 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 omission in good faith and in the exercise of its reasonable judgment. (b) The Company will retain custody of all cash dividends . It is understood and other distributions (“Retained Distributions”) made or declared agreed that should any dispute arise with respect to Unreleased the delivery and/or ownership or right of possession of the Shares (held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall 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 such Retained Distributions will disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be subject 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 Forfeiture Restriction and vesting of such Shares pursuant to Section 2 hereof. As a condition to the other terms and conditions under receipt of this Agreement that are applicable 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) until 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 time, if ever, other legends as the Unreleased Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested Company deems advisable pursuant to Section 6 below. If the 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 Shares are issued to the Participant as set forth in electronically rather than by a stock certificate, the immediately preceding sentence, Participant legend described above shall be entitled removed, but may bear such other legends as the Company deems advisable pursuant 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 forfeitedSection 6 below.