Common use of Release/Surrender Clause in Contracts

Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ for repurchase: (a) On the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ elect to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser for disposition according to the provisions of Section 6.4. (e) As the interest of the Purchaser in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, Company exercise the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V 5 above with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed --------- certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cb) Should ▇▇▇▇▇▇ elect to the Company exercise his its First Refusal Right under Article VI 6 above with respect to any Target Shares held at the time in escrow --------- hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the purchase price (described in Section 6.3 purchase price above) for such Target Shares to the PurchaserOwner, be delivered ----------- surrendered to ▇▇▇▇▇▇the Company for cancellation, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Target Shares (or other assets or securities). (dc) Should ▇▇▇▇▇▇ the Company elect not to exercise his its First Refusal Right under Article VI 6 above with respect to any Target Shares held at the time --------- in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser Owner for disposition according to the provisions of Section 6.4.6.4 above. ----------- (ed) As the interest of the Purchaser in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V5 above, the certificates for such vested shares (as well --------- as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner, if requested by the Owner, in accordance with the following schedule: (i1) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafterintervals, with the first such annual release to occur twenty four twelve (2412) months after the Acquisition Closing Vesting Measurement ------ -- Date.; (iii2) Upon the Purchaser’s 's cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 above, the --------- Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (e) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (d) above shall nevertheless remain subject to the First Refusal Right under Article 6 above and --------- the market stand-off provisions of Section 3.3 above until such provisions ----------- terminate in accordance herewith.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Participant in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Dateinitial vesting date under paragraph 5.3. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) c. Upon the Purchaser’s Participant's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser Participant is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or those Unvested Group 1 Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), Owner of an amount equal to the aggregate Purchase Exercise Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securitiessecurities attributable thereto). (cii) Should ▇▇▇▇▇▇ the Corporation elect to exercise his the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such those Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, shall be surrendered to the Corporation concurrently with the payment of the Section 6.3 Paragraph E.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇Owner, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securitiessecurities attributable thereto). (diii) Should ▇▇▇▇▇▇ the Corporation elect not NOT to exercise his the Repurchase Right with respect to any Unvested Shares or the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered released to the Purchaser for disposition according to the provisions of Section 6.4Owner. (eiv) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article VVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.and

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. Company (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V IV with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Unvested Shares (or other assets or securities attributable to such Unvested Group 1 Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article V with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 5.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Company (or its assignees) elect not to exercise his its First Refusal Right under Article VI V with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section 6.4paragraph 5.4. (ed) As the interest of the Purchaser Owner in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article VIV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii1) Upon the Purchaser’s cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. (2) Upon any earlier termination of the Company’s Repurchase Right in accordance with the applicable provisions of Article IV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (3) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (2) above shall nevertheless remain subject to (i) the Company’s First Refusal Right under Article V until such right lapses pursuant to paragraph 5.7 and Article II and (ii) the market stand-off provisions of paragraph 3.4 until such provisions terminate in accordance therewith.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the terms and conditions of the Pledge Agreement in addition to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ Company elect to exercise his Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ elect to exercise his its First Refusal Right under Article VI Section 5 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the PurchaserOwner, be delivered surrendered to ▇▇▇▇▇▇the Company for cancellation, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (db) Should ▇▇▇▇▇▇ the Company elect not to exercise his its First Refusal Right under Article VI Section 5 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser Owner for disposition according to the provisions of Section 6.45.4. (ec) As So long as no Event of Default (as such term is defined in the Note) exists under the Note, as the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect thereto) vests increases in accordance with proportion to the provisions portion of Article Vthe Fully-Paid Shares, the certificates for such vested shares Fully-Paid Shares (as well as all other vested assets and securitiessecurities associated therewith) shall be released from escrow upon request of the Owner and delivered to the Purchaser Owner in accordance with the following schedule: (i) The the initial release of vested shares Fully-Paid Shares (or other vested fully-paid assets and securities) from escrow shall be effected within thirty (30) days following the expiration of Initial Termination Date (as defined in the initial twelve (12) month period measured from the Acquisition Closing DateVoting Agreement). (ii) Subsequent releases of vested shares Fully-Paid Shares (or other vested fully-paid assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four twelve (2412) months after the Acquisition Closing Initial Termination Date. (iiid) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 All Purchased Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow in accordance with the provisions of subparagraph (c) above shall nevertheless remain subject to the Company’s First Refusal Right under Section 5 until such right lapses pursuant to Section 5.7, together with the provisions of the Voting Agreement.

Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ Company elect to exercise his the Repurchase Right under Article V IV hereof with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ elect to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser for disposition according to the provisions of Section 6.4. (eb) As the interest of the Purchaser Owner in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article VIV hereof, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release Releases of vested shares the Performance Shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following occur promptly after such shares vest in accordance with the expiration of the initial twelve (12) month period measured from the Acquisition Closing DateVesting Schedule. (ii) Subsequent releases Upon any earlier termination of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, the Company's Repurchase Right in accordance with the first such annual release to occur twenty four (24) months after applicable provisions of Article IV hereof, the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested in Owner and held in escrow hereunder shall promptly be promptly released to the Owner as fully vested shares (or other property). (c) Notwithstanding anything to the contrary contained in this Section 6.3, all Shares (or other assets or securities) released from escrowescrow in accordance with the provisions of Section 6.3(b) hereof shall nevertheless remain subject to the market stand-off provisions of Section 2.3 above until such provisions terminate in accordance therewith.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. Company (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together togehter with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Unvested Shares (or other assets or securities attributable to such Unvested Group 1 Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Company (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser Owner in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other orher vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii1) Upon the Purchaser’s 's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets asset or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. (2) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance -12- with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation-'s Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) -15- 16 a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the PurchaserOptionee’s cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation’s Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation’s First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Sharesescrowed shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bi) Should ▇▇▇▇▇▇ the Company elect to exercise his the Repurchase Right under Article V Section 3 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to ▇▇▇▇▇▇, concurrently with the payment to the Purchaser▇, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Repurchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser ▇▇▇▇▇▇▇ shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cii) Should ▇▇▇▇▇▇ the Company or the Investors elect to exercise his First Refusal Right their refusal rights under Article VI Section 4 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to ▇▇▇▇▇▇▇, either (x) be surrendered to the Purchaser, be delivered Company for cancellation or (y) surrendered to ▇▇▇▇▇▇▇ for delivery to the appropriate Investors, as the case may be, and the Purchaser in either case ▇▇▇▇▇▇▇ shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (diii) Should ▇▇▇▇▇▇ the Company and the Investors elect not to exercise his First Refusal Right their refusal rights under Article VI Section 4 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser ▇▇▇▇▇▇▇ for disposition according to the provisions of Section 6.44. (eiv) As the interest of the Purchaser ▇▇▇▇▇▇▇ in the Group 1 Unvested Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article VSection 3, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser ▇▇▇▇▇▇▇ in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, Company exercise the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V 5 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cb) Should ▇▇▇▇▇▇ elect to the Company exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the PurchaserOwner, be delivered surrendered to ▇▇▇▇▇▇the Company for cancellation, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Target Shares (or other assets or securities). (dc) Should ▇▇▇▇▇▇ the Company elect not to exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser Owner for disposition according to the provisions of Section 6.4. (ed) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with Owner upon the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration request of the initial twelve (12) month period measured from the Acquisition Closing DateOwner. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any ----------------- other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or those Unvested Group 1 Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), Owner of an amount equal to the aggregate Purchase Exercise Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securitiessecurities attributable thereto). (cii) Should ▇▇▇▇▇▇ the Corporation elect to exercise his the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such those Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, shall be surrendered to the Corporation concurrently with the payment of the Section 6.3 Paragraph E.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇Owner, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securitiessecurities attributable thereto). (diii) Should ▇▇▇▇▇▇ the Corporation elect not to exercise his the --- Repurchase Right with respect to any Unvested Shares or the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered immediately released to the Purchaser for disposition according to the provisions of Section 6.4Owner. (eiv) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article VVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule:upon Owner's request, but not more frequently than once every six (6) months. (iv) The initial release of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected released within thirty (30) days following after the expiration earlier to occur of (a) Optionee's cessation of Service or (b) the ------- lapse of the initial twelve (12) month period measured from the Acquisition Closing DateFirst Refusal Right. (iivi) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 All Purchased Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow shall nevertheless remain subject to (a) the First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand-Off, until such restriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V 5 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article 6 with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article 8.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to ----- exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested - assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested - assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 - Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's - Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser for disposition according to the provisions of Section 6.4.Owner for (eiv) As the interest of the Purchaser Participant in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Dateinitial vesting date under paragraph 5.3. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) c. Upon the Purchaser’s Participant's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser Participant is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase- money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser Participant in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Dateinitial vesting date under paragraph 5.3. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) Upon the Purchaser’s Participant's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser Participant is at the time vested shall be promptly released from escrow. (iv) Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (e) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (d) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or those Unvested Group 1 Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), Owner of an amount equal to the aggregate Purchase Exercise Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securitiessecurities attributable thereto). (cii) Should ▇▇▇▇▇▇ the Corporation elect to exercise his the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such those Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, shall be surrendered to the Corporation concurrently with the payment of the Section 6.3 Paragraph E.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇Owner, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securitiessecurities attributable thereto). (diii) Should ▇▇▇▇▇▇ the Corporation elect not to exercise his the Repurchase --- Right with respect to any Unvested Shares or the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered immediately released to the Purchaser for disposition according to the provisions of Section 6.4Owner. (eiv) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article VVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule:upon Owner's request, but not more frequently than once every six (6) months. (iv) The initial release of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected released within thirty (30) days following after the expiration earlier to occur of (a) Optionee's cessation of Service or (b) the ------- lapse of the initial twelve (12) month period measured from the Acquisition Closing DateFirst Refusal Right. (iivi) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 All Purchased Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow shall nevertheless remain subject to (a) the First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand- Off, until such restriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. (iv) Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (e) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (d) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase- money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) : a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V 5 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article 6 with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser Individual in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve First Vesting Cliff Date, and the second release of vested shares (12or other vested assets and securities) month period measured from escrow shall be effected within thirty (30) days following the Acquisition Closing expiration of the Second Vesting Cliff Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the PurchaserIndividual’s cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser Individual is at the time vested shall be promptly released from escrow. (iv) Upon any earlier termination of the Corporation’s Repurchase Right in accordance with the applicable provisions of Article 5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (e) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (d) above shall nevertheless remain subject to (I) the Corporation’s First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article 8.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation-'s Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, Company exercise the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V 5 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cb) Should ▇▇▇▇▇▇ elect to the Company exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the PurchaserOwner, be delivered surrendered to ▇▇▇▇▇▇the Company for cancellation, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Target Shares (or other assets or securities). (dc) Should ▇▇▇▇▇▇ the Company elect not to exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser Owner for disposition according to the provisions of Section 6.4. (ed) As the interest of the Purchaser in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner, if requested by the Owner, in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve six (126) month period measured from the Acquisition Closing Vesting Measurement Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Vesting Measurement Date. (iii) Upon the Purchaser’s 's cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. (iv) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (e) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to the First Refusal Right under Article 6 and the market stand-off provisions of Section 3.3 until such provisions terminate in accordance herewith.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or those Unvested Group 1 Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), Owner of an amount equal to the aggregate Purchase Exercise Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securitiessecurities attributable thereto). (cii) Should ▇▇▇▇▇▇ the Corporation elect to exercise his the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such those Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, shall be surrendered to the Corporation concurrently with the payment of the Section 6.3 Paragraph E.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇Owner, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securitiessecurities attributable thereto). (diii) Should ▇▇▇▇▇▇ the Corporation elect not to exercise his the Repurchase Right with respect to any Unvested Shares or the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered immediately released to the Purchaser for disposition according to the provisions of Section 6.4Owner. (eiv) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article VVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule:upon Owner's request, but not more frequently than once every six (6) months. (iv) The initial release of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected released within thirty (30) days following after the expiration earlier to occur of (a) Optionee's cessation of Service or (b) the lapse of the initial twelve (12) month period measured from the Acquisition Closing DateFirst Refusal Right. (iivi) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 All Purchased Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow shall nevertheless remain subject to (a) the First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand-Off, until such restriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. Company (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V ______ with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness)equivalent, of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cb) Should ▇▇▇▇▇▇ the Company (or its assignees) elect to exercise his its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, concurrently with the payment of the Section paragraph 6.3 purchase price for such Target Shares to the Purchaser, be delivered surrendered to ▇▇▇▇▇▇the Company, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (dc) Should ▇▇▇▇▇▇ the Company (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser for disposition according to in accordance with the provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V______, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to Purchaser upon the Purchaser request of Purchaser, but no more frequently than every six (6) months. (e) Upon any earlier termination of the Company's Repurchase Right in accordance with the following schedule: (i) The initial release applicable provisions of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following Article V, the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time held in escrow hereunder shall promptly be released to the Purchaser as fully-vested shall be promptly shares or other property. (f) All Shares (or other assets or securities) released from escrowescrow in accordance with the provisions of subparagraphs (c), (d) and (e) above shall nevertheless remain subject to all other restrictions applicable thereto, including without limitation (i) the securities law restrictions under Article II, (ii) the Company's First Refusal Right under Article VI, (iii) the Transfer Restrictions of Article IV, including but not limited to the market stand-off provisions of paragraph 4.4 and (iv) the Company's Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Escrowed W&B Shares or Group 1 and Escrowed Ocean Way Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation of the Escrowed W&B Shares or Unvested Group 1 and/or the Escrowed Ocean Way Shares, then the escrowed certificates for such Corporation representing the Escrowed W&B Shares or Unvested Group 1 Shares and/or Escrowed Ocean Way Shares, as the case may be, (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to W&B and/or Ocean Way, as the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness)case may be, of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares$0.001 per share, and W&B and/or Ocean Way, as the Purchaser case may be, shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares shares (or other assets or securitiessecurities attributable thereto). (b) Should the Corporation elect not to exercise the Repurchase Right or should the Corporation's Repurchase Right terminate pursuant to Paragraphs (a), (b) and (c) Should ▇▇▇▇▇▇ elect to exercise his First Refusal Right under Article VI of Section 3.1, with respect to any Target Escrowed W&B Shares and/or the Escrowed Ocean Way Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered immediately released to W&B and/or Ocean Way, as the Purchaser for disposition according to the provisions of Section 6.4case may be. (ec) As the interest All of the Purchaser in Escrowed W&B Shares and/or the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Escrowed Ocean Way Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow shall nevertheless remain subject to the Lock-Up Agreement, until such restriction terminates.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual semiannual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or of their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. Company (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Unvested Shares (or other assets or securities attributable to such Unvested Group 1 Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ the Company (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (ed) As the interest of the Purchaser Owner in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii1) Upon the Purchaser’s 's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. (2) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (3) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (2) above shall nevertheless remain subject to (i) the Company's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7 and Article III and (ii) the market stand-off provisions of paragraph 4.4. until such provisions terminate in accordance therewith.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) A. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafterintervals, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) B. Upon the Purchaser’s 's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. C. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, and (II) the restrictions on transfer, including the market stand-off provision, of Article IV, until such provisions terminate in accordance with their terms.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (a) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V IV with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation for cancellation, concurrently with the payment to the Purchaserholder, in cash or cash equivalent (including the cancellation of any purchase money indebtedness)cash, of an amount equal to the aggregate Purchase Repurchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser holder shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (c) Should ▇▇▇▇▇▇ elect to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser for disposition according to the provisions of Section 6.4. (eb) As the interest of the Purchaser in the Group 1 Unvested Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article VIV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following scheduleholder as follows: (i) The the initial release of vested shares (or as well as all other vested assets and securities) from escrow shall be effected within thirty ten (3010) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date.date of this Agreement; (ii) Subsequent subsequent releases of vested shares (or as well as all other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty twenty-four (24) months after the Acquisition Closing Date.date of this Agreement; and (iii) Upon upon any earlier termination of the Purchaser’s cessation Corporation's Repurchase Right in accordance with the applicable provisions of Service Provider statusArticle IV, any escrowed Group 1 the Unvested Shares (or as well as all other assets or securities) in which the Purchaser is at the time held in escrow hereunder shall immediately be released to the holder as fully vested shall be promptly released from escrowshares or other property.

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any ----------------- other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or those Unvested Group 1 Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), Owner of an amount equal to the aggregate Purchase Price paid for such Corporation Shares or those Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securitiessecurities attributable thereto). (cii) Should ▇▇▇▇▇▇ the Corporation elect to exercise his the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such those Target Shares (together with any other assets or securities issued with respect attributable thereto) shall, shall be surrendered to the Corporation concurrently with the payment of the Section 6.3 Paragraph E.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇Owner, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securitiessecurities attributable thereto). (diii) Should ▇▇▇▇▇▇ the Corporation elect not to exercise his --- Repurchase Right with respect to any Unvested Shares or the First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares those shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered immediately released to the Purchaser for disposition according to the provisions of Section 6.4Owner. (eiv) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article VVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule:upon Owner's request, but not more frequently than once every six (6) months. (iv) The initial release of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected released within thirty (30) days following after the expiration earlier to occur of ------- ( a) Participant's cessation of Service or (b) the lapse of the initial twelve (12) month period measured from the Acquisition Closing DateFirst Refusal Right. (iivi) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 All Purchased Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrowescrow shall nevertheless remain subject to (a) the First Refusal Right, to the extent such right has not otherwise lapsed and (b) the Market Stand-Off until such restriction terminates.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 Purchased Shares (or other assets or securities) in which the Purchaser Op6tionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect NOT to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.vested

Release/Surrender. The Corporation Shares or Group 1 Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Company for repurchaserepurchase and cancellation: (a) On Should the Acquisition Closing Date, Company exercise the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V 5 with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Company for cancellation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (cb) Should ▇▇▇▇▇▇ elect to the Company exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the PurchaserOwner, be delivered surrendered to ▇▇▇▇▇▇the Company for cancellation, and the Purchaser Owner shall cease to have any no further rights or claims with respect to such Target Shares (or other assets or securities). (dc) Should ▇▇▇▇▇▇ the Company elect not to exercise his its First Refusal Right under Article VI 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser Owner for disposition according to the provisions of Section 6.4. (ed) As the interest of the Purchaser in the Group 1 Purchased Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article V5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser in accordance with Owner upon the following schedule: (i) The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration request of the initial twelve (12) month period measured from the Acquisition Closing DateOwner. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter, with the first such annual release to occur twenty four (24) months after the Acquisition Closing Date. (iii) Upon the Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing DateVesting Start Date under paragraph 5.3. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) c. Upon the Purchaser’s 's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the restrictions on transfer, including the market stand-off provision, of Article IV, until such provisions terminate in accordance with their terms and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇the Corporation, concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to in accordance with the provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Participant in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Dateinitial vesting date under paragraph 5.3. (ii) b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four six (246) months after the Acquisition Closing Dateinitial paragraph 5.3 vesting date. (iii) c. Upon the Purchaser’s Participant's cessation of Service Provider statusService, any escrowed Group 1 Shares (or other assets or securities) in which the Purchaser Participant is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article V, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Unvested Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ the Corporation for repurchaserepurchase and cancellation: (ai) On the Acquisition Closing Date, Should the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (bor its assignees) Should ▇▇▇▇▇▇ elect to exercise his the Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, the Corporation concurrently with the payment to the PurchaserOwner, in cash or cash equivalent (including the cancellation of any purchase purchase-money indebtedness), of an amount equal to the aggregate Purchase Option Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or Unvested Group 1 securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (ciii) Should ▇▇▇▇▇▇ the Corporation (or its assignees) elect not to --- exercise his its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect attributable thereto) shall be surrendered to the Purchaser Owner for disposition according to the in accordance with provisions of Section paragraph 6.4. (eiv) As the interest of the Purchaser Optionee in the Group 1 Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Purchaser Owner in accordance with the following schedule: (i) a. The initial release of vested shares (or other vested - assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month 12)-month period measured from the Acquisition Closing Grant Date. (ii) b. Subsequent releases of vested shares (or other vested - assets and securities) from escrow shall be effected at semi-annual intervals thereafter, with the first such semi-annual release to occur twenty four eighteen (2418) months after the Acquisition Closing Grant Date. (iii) c. Upon the Purchaser’s Optionee's cessation of Service Provider statusService, any escrowed Group 1 - Purchased Shares (or other assets or securities) in which the Purchaser Optionee is at the time vested shall be promptly released from escrow. d. Upon any earlier termination of the Corporation's - Repurchase Right in accordance with the applicable provisions of Article V, any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property. (v) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (iv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article VIII.