Common use of Escrow of Shares Clause in Contracts

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Xxxxxx's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Xxxxxx's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased The Certificate(s) representing all Restricted Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the AdministratorExecutive in blank. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, in escrow, pursuant he shall be entitled to rely upon written directions of the Joint Escrow Instructions Board of Directors of the Company (excluding any Senior Executive that is a director of the Company). The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. The Company agrees to indemnify and hold Escrow Holder attached as Exhibit E free and harmless from and against any and all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the Grant Notice, until escrow arrangement hereunder. If the Company exercises its Repurchase Option as provided in or any assignee repurchases any of the Restricted Shares pursuant to this Section 3.17, until the Escrow Holder, upon receipt of written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon Executive's request, Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing Restricted Shares, (ii) cause new certificate(s) to be issued representing the number of Restricted Shares no longer is in effect. Upon release subject to repurchase pursuant paragraphs (i), (ii) and (iii) of Section 7(b), which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder Executive, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Restricted Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 7(d). Subject to the Grant Noticeterms hereof, and Executive shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that stockholder with respect to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Restricted Shares while they are held in book entry formescrow, then including without limitation, the right to vote the Restricted Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Restricted Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such entry will reflect that Executive is entitled by reason of his ownership of the Restricted Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Restricted Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Unvested Shares upon repurchase shall be held in escrow by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated as escrow holder (“Escrow Holder”), together with a stock assignment executed by the Administrator as escrow agent, as his Stockholder with respect to such Shares. The Escrow Holder is hereby directed to permit transfer of the Unvested Shares in accordance with this Agreement or her attorney-in-fact to assign instructions signed by both the Stockholder and transfer unto the Company, such Unreleased Shares, if any, repurchased . The Escrow Holder shall not in any way be bound or affected by any notice or modification or cancellation of the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution provisions of this Agreement, unless certified to the Escrow Holder in a writing signed by the parties hereto. No changes to this Agreement relating to the rights and duties of the Escrow Holder shall be effective without the consent of the Escrow Holder. The Escrow Holder shall be entitled to rely on any judgment, certification, demand or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any such judgment. The Escrow Holder shall not be under any duty to give any securities, checks, monies, or other documents held by it hereunder any greater degree of care than it gives its own similar property or monies. The Escrow Holder may act in reliance upon any instrument or signature believed by it to be genuine, and may assume that any person purporting to give any notice or receipt of advice or make any statement in connection with this Agreement has been duly authorized to do so. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. The Company and the Stockholder jointly and severally indemnify and hold the Escrow Holder harmless from any claim, action, loss, cost, expense or damage arising out of or relating to the escrow set forth herein, including without limitation, any of the foregoing arising out of claims or actions now or hereafter made or brought against the Escrow Holder by any party hereto or by any third party (such indemnification to include all costs and expenses incurred by the Escrow Holder, including, but not limited to, court costs and attorneys’ fees). If the Company or any assignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney, which shall be coupled with an interest, to take any and all actions required to effect such transfer. With respect to any Unvested Shares that become Vested Shares pursuant to Section 4, the Company, upon the written request of the Stockholder, shall issue a new certificate for the number of Shares which have become Vested Shares and shall deliver such certificate to the Stockholder and deposit shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting the Shares, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Secretary Escrow Holder and included thereafter as “Unvested Shares” for purposes of this Agreement and the repurchase option of the Company, or such other person designated by the Administrator, . It is understood and agreed that should any share certificates representing the Unreleased Shares, together dispute arise with the stock assignment duly endorsed in blank, attached respect to the Grant Notice as Exhibit D to delivery, ownership or right of possession of the Grant Notice. The Unreleased Shares and stock assignment shall be or other securities held by the Secretary Escrow Holder hereunder, the Escrow Holder is authorized and directed to retain in its possession without liability to anyone all or any part of said Shares or other securities until such dispute shall have been settled either by mutual written agreement of the Companyparties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but it shall be under no duty whatsoever to institute or defend any such other person designated proceedings. All reasonable costs, fees and disbursements incurred by the Administrator, Escrow Holder in escrow, pursuant to connection with the Joint Escrow Instructions performance of its duties hereunder shall be borne by the Company. With the consent of the Company and the Escrow Holder attached as Exhibit E may appoint a successor Escrow Holder from time to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as time. The Escrow Holder shall not be required to sign this Agreement no longer is in effect. Upon release of order for the Unreleased Shares, the escrow agent shall deliver foregoing provisions to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optioneffective.

Escrow of Shares. To insure the availability for delivery of HxxxxxXxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Unvested Shares in accordance with this Agreement or instructions signed by both the Stockholder and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company may, at its option, issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder, provided that any Vested Shares so delivered shall remain subject to the applicable provisions of this Agreement. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow. If, from time to time while the Escrow Holder hereby appoints is holding Shares, there is any stock dividend, stock split or other change in or respecting such Shares, including the Secretary automatic conversion of the Shares into voting common stock of the Company, any and all new, substituted or any other person designated additional securities to which the Stockholder is entitled by reason of the Administrator Stockholder’s ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as escrow agent“Unvested Shares” or “Vested Shares,” as applicable, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution for purposes of this Agreement, deliver Agreement and deposit with the Secretary repurchase rights of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure ensure the availability for delivery of HxxxxxParticipant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased SharesShares from the Company’s Repurchase Option, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder Participant in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased a. The Shares upon repurchase by the Company pursuant to the Repurchase Option issued under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment Agreement shall be held by the Secretary of the CompanyCompany as escrow holder ("Escrow Holder"), or such other person designated along with a stock assignment executed by the Administrator, Purchaser in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Noticeblank, until the expiration of the Company's Repurchase Option with respect to such Shares as set forth above. b. The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. c. If the Company or any assignee exercises its Repurchase Option as provided in Section 3.1hereunder, until the Escrow Holder, upon receipt of written notice of such Unreleased option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. d. When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares are has been released from the Company’s such Repurchase Option, or until upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such time as this Agreement no longer is in effectreleased Shares and shall deliver such certificate to the Purchaser. Upon release of e. Subject to the Unreleased Sharesterms hereof, the escrow agent Purchaser shall deliver have all the rights of a stockholder with respect to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares while they are held in book entry formescrow, then such entry will reflect that including without limitation, the right to vote the Shares are and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase option. 8.

Escrow of Shares. To insure ensure the availability for delivery of HxxxxxParticipant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased SharesShares from the Company’s Repurchase Option, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder Participant in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased The Certificate(s) representing Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment ---------------- shall be held by the Secretary of Triton as escrow holder (the Company"Escrow Holder"), or such other person designated along with a stock power executed by Executive in blank. The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement. In the event further instructions are desired by the AdministratorEscrow Holder, he shall be entitled to rely upon directions executed by a majority of the authorized number of Triton's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in escrow, good faith in the exercise of his own judgment. If Triton or any assignee repurchases any of the Shares pursuant to this Paragraph 7, the Joint Escrow Instructions Holder, upon receipt of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until written ----------- notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement no longer is in effect. Upon release of to time, upon Executive's request, the Unreleased Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and Executive representing the Shares, (ii) cause a new certificate to be issued representing all the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder that have vested in accordance with the terms of Schedule IV, which certificate the Joint Escrow Instructions attached as Exhibit E Holder ----------- shall deliver to Executive, and (iii) cause a new certificate to be issued representing the then remaining Unvested Shares, which certificate shall be held in escrow by the Escrow Holder in accordance with the provisions of this Paragraph 7(e). Subject to the Grant Noticeterms hereof, and Executive shall have all the escrow agent shall be discharged -------------- rights of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant a stockholder with respect to other restrictions imposed pursuant to this Agreement. If the Shares while they are held in book entry formescrow, then such entry will reflect that including without limitation, the right to vote the Shares are and receive any cash dividends declared thereon. If, from time to time during the term of Triton's repurchase right, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of Triton, any and all new, substituted or additional securities to which Executive is entitled by reason of his ownership of the Shares shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionTriton's repurchase right.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased The Certificate(s) representing all Shares, if any, repurchased by the Company pursuant subject to the Repurchase Option repurchase pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment 7(b) shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the Administratorapplicable Restricted Holder in blank. The Escrow Holder is hereby directed to permit transfer of such Shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Board of Directors (excluding Vento and Xxxxxxxx). The Escrow Holder shall have no liability for any act or omission hereunder while acting in escrow, good faith in the exercise of his own judgment. If the Company or any assignee repurchases any of such Shares pursuant to this Section 7, the Joint Escrow Instructions Holder, upon receipt of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon a Restricted Holder's request, the Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing such Shares, (ii) cause new certificate(s) to be issued representing the number of Shares no longer is in effect. Upon release of subject to repurchase pursuant to this Section 7, which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder such Restricted Holder, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing balance of such Shares Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 7(d). Subject to the Grant Noticeterms hereof, and a Restricted Holder shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain stockholder with respect to such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares while they are held in book entry formescrow, then including without limitation, the right to vote such entry will reflect that Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in such Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such Restricted Holder is entitled by reason of his ownership of such Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure As security for the faithful performance of the ---------------- terms of this Agreement and to ensure the availability for delivery of Hxxxxx’s Unreleased the unvested Common Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary in case of an exercise of the CompanyPurchase Option, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact Purchaser shall deliver to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary escrow agent (the "Escrow Agent") named in the Joint Escrow Instructions executed concurrently herewith (the "Joint Escrow Instructions"), 10 stock assignments duly endorsed (with date and number of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, shares blank) together with the stock assignment duly endorsed in blank, attached certificate or certificates evidencing the shares of Common Stock purchased hereunder by Purchaser. Such documents are to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated Escrow Agent and delivered by the Administrator, in escrow, Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E Instructions, which shall be executed by Purchaser and the Company and delivered to the Grant Notice, and Escrow Agent concurrently with the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions execution of this Agreement. If As promptly as practicable after each vesting date under this Agreement (but, with respect to ETA Stock, only after the Company is able to determine whether or not the applicable Performance Criteria have been met), the Company shall notify Purchaser and the Escrow Agent in writing of the aggregate vesting and non-vesting to that date of Common Shares and ETA Stock, and the Escrow Agent shall, within 30 days after receipt of such notice, deliver to Purchaser certificates representing that number of Purchaser's Common Shares that such notice states have become vested (less such shares, the certificates for which have been previously delivered). From time to time, upon written request of the Company, the Escrow Agent shall deliver to the Company certificates representing that number of Common Shares which the Company shall have purchased upon exercise of the Purchase Option, unless Purchaser objects in the manner provided in the Joint Escrow Instructions. In the case of any dividends conflict or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to inconsistency between this Section 4.1 5 and the Joint Escrow Instructions, such dividends or other distributions the Joint Escrow Instructions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optioncontrol.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Holder's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure All Shares shall be held in escrow until payment in full of the availability for delivery of Hxxxxx’s Unreleased note (if any) referred to on the cover page and thereafter all Unvested Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Unvested Shares in accordance with this agreement or instructions signed by both the Stockholder and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder hereby appoints is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Stockholder is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure ensure the availability for delivery of HxxxxxParticipant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased SharesShares from the Company’s Repurchase Option, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder Participant, or shall deliver to Participant evidence of such Shares being released from such escrow if such Shares are uncertificated, in either case in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends assets or other distributions are paid on the securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends assets or other distributions securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends assets or other distributions were paid securities relate from the Company Repurchase Option (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company’s Repurchase Option).

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon The Certificate(s) representing all shares, subject to repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment (b) shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the AdministratorExecutive in blank. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Committee. The Escrow Holder shall have no liability for any act or omission hereunder while acting in escrow, good faith in the exercise of his own judgment. If the Company or any assignee repurchases any of the Grant Shares pursuant to this Agreement, the Joint Escrow Instructions Holder, upon receipt of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon Executive's request, the Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing Grant Shares, (ii) cause new certificate(s) to be issued representing the number of Grant Shares no longer is in effect. Upon release of subject to repurchase pursuant to this Agreement, which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder Executive, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Grant Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the provisions of this Section (d). Subject to the terms hereof, Executive shall have all the rights of the Joint Escrow Instructions attached as Exhibit E a stockholder with respect to the Grant NoticeShares while they are held in escrow, including without limitation, the right to vote the Grant Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Grant Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which Executive is entitled by reason of his ownership of the Grant Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Grant Shares" for purposes of this Agreement and the escrow agent Company's repurchase right. After the IPO Date, Executive shall be discharged have the right to exchange certificates evidencing the number of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant Grant Shares no longer subject to other restrictions imposed repurchase pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect for certificates that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optiondo not contain a restrictive legend.

Escrow of Shares. To insure (a) At the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1Closing, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent Buyer shall deliver to Holder the certificate or certificates representing such Shares Escrow Agent (i) the Purchase Price Escrow Shares, to be held in the an escrow agent’s possession belonging account pursuant to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E Agreement until released from escrow pursuant to the Grant Noticeterms of Section 1.6(f), and (ii) the Indemnification Escrow Shares, to be held in an escrow agent account pursuant to the terms of the Escrow Agreement until released as set forth in Section 1.5(b) or (d). (b) At any time on or after the Closing Date, Parent shall have the right, upon not less than 10 Business Days' written notice to Buyer and the Escrow Agent, to deliver Escrow Cash to the Escrow Agent to be discharged held pursuant to the terms of the Escrow Agreement in lieu of the Indemnification Escrow Shares. Upon delivery by Parent of Escrow Cash to the Escrow Agent, the Escrow Agent shall release to Parent the number of Indemnification Escrow Shares (rounded to the nearest whole share) obtained by dividing (i) the face amount of the Escrow Cash by (ii) the Average Trading Price as of the date the shares are released. Any notice delivered pursuant to this Section 1.5(b) shall set forth either the face amount of the Escrow Cash to be delivered by Parent or the number of Indemnification Escrow Shares to be released by the Escrow Agent. (c) If, on or prior to the first anniversary of the Closing Date (the "Escrow Release Date"), a Buyer Indemnified Party has given notice of a claim for indemnification for Losses in accordance with Section 7.4 (all further obligations hereundersuch claims, the "Buyer Escrow Claims"), Buyer shall give written notice thereof to Parent on or prior to such date setting forth Buyer's good faith estimate of the aggregate amount of such Losses in reasonable detail for which Buyer has not been reimbursed (the "Buyer Escrow Claim Loss Estimate"); provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant Buyer's failure to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent deliver a notice pursuant to this Section 4.1 and 1.5(c) shall not relieve any party from any liability that it may have to such Buyer Indemnified Party in respect of any matter under Section 7.2(a); (d) The Indemnification Escrow Shares shall be released from escrow as follows: (i) On the Joint Escrow Instructions, such dividends or other distributions shall also be subject Release Date a number of shares of AlliedSignal Common Stock (rounded to the restrictions set forth in this Agreement and held in escrow pending release nearest whole share) equal to (1) the number of Indemnification Escrow Shares minus (2) a number (which shall not be less than zero) equal to the quotient of (A) an amount equal to (x) the Buyer Escrow Claim Loss Estimate for which AlliedSignal or Buyer has not been reimbursed minus (y) the amount of the Unreleased Shares Basket (to the extent not previously applied), divided by (B) the Average Trading Price as of the Escrow Release Date, shall be released from escrow and delivered to Parent; (ii) Upon resolution of a Buyer Escrow Claim following the Escrow Release Date, to the extent it is determined pursuant to Article VII that such Losses are payable by Parent or Sellers to a Buyer Indemnified Party with respect to such claim, a number of shares of AlliedSignal Common Stock (rounded to the nearest whole share) equal to the lesser of (1) the quotient of (x) the amount of Losses for which Parent and Sellers must indemnify Buyer Indemnified Parties in respect of such dividends claim, divided by (y) the Average Trading Price as of the date of the release of such shares, and (2) the number of Indemnification Escrow Shares that remain in escrow, shall be released to Buyer; and (iii) Upon resolution of all Buyer Escrow Claims and release to Buyer of all Indemnification Escrow Shares to which it is entitled pursuant to clause (ii) above, all remaining Indemnification Escrow Shares shall be released to Parent. (e) Notwithstanding anything to the contrary contained herein, any party entitled to have Indemnification Escrow Shares released and delivered to it in accordance with Section 1.5(d) may elect, by written notice to the Escrow Agent not less than two Business Days prior to the release, to receive the value (or other distributions were paid from any portion thereof) of the Company’s Repurchase Option.Indemnification Escrow Shares to which the party is entitled (based on the Average Trading Price as of the date the collateral is to be released) in Escrow Cash to the extent Escrow Cash is being held as collateral pursuant to the Escrow Agreement. 1.6

Escrow of Shares. To insure ensure the availability for delivery of HxxxxxParticipant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased SharesShares from the Company’s Repurchase Option, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder Participant, or shall deliver to Participant evidence of such Shares being released from such escrow if such Shares are uncertificated, in either case in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If Except as set forth in Section 5.12, if any dividends assets or other distributions are paid on the securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends assets or other distributions securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends assets or other distributions were paid securities relate from the Company Repurchase Option (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company’s Repurchase Option).

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Holder's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase xxx Xepurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase in the event of forfeiture of such Shares by the Company Holder pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased forfeited by the Company pursuant to the Repurchase Option Holder pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the AdministratorCommittee, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the AdministratorCommittee, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option Unreleased Shares are forfeited by Holder as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase OptionForfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased SharesShares from the Forfeiture Restriction, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionForfeiture Restriction.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon The Certificate(s) representing all shares, subject ---------------- to repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment 7 (b) shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the Administratorapplicable Restricted Holder in blank. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Board of Directors (excluding Vento and Xxxxxxxx). The Escrow Holder shall have no liability for any act or omission hereunder while acting in escrow, good faith in the exercise of his own judgment. If the Company or any assignee repurchases any of the Management Shares pursuant to this Section 7, the Joint Escrow Instructions Holder, upon receipt of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon a Restricted Holder's request, the Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing Management Shares, (ii) cause new certificate(s) to be issued representing the number of Management Shares no longer is in effect. Upon release of subject to repurchase pursuant to this Section 7, which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder such Restricted Holder, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Management Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 7(d). Subject to the Grant Noticeterms hereof, and a Restricted Holder shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that stockholder with respect to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Management Shares while they are held in book entry formescrow, then including without limitation, the right to vote the Management Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Management Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such entry will reflect that Restricted Holder is entitled by reason of his ownership of the Management Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Management Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Unvested Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to Transfer the Unvested Shares in accordance with this agreement or instructions signed by both the Stockholder and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such Transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such Transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder hereby appoints is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Stockholder is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Participant's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon3.1, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the AdministratorCommittee, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the AdministratorCommittee, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder Participant in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends assets or other distributions are paid on the securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends assets or other distributions securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends assets or other distributions were paid securities relate from the Company’s 's Repurchase OptionOption (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company's Repurchase Option pursuant to this Agreement).

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Holder's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of HxxxxxAssignee’s Unreleased Shares upon repurchase by in the Company event of forfeiture of such Shares pursuant to the Repurchase Option under Section 3.1paragraph 5, Holder Assignee hereby appoints the Secretary of the CompanyCompany (the “Secretary”), or any other person designated appointed by the Administrator Secretary, as escrow agentagent (“Escrow Agent”), as his or her attorney-in-fact to assign and transfer unto the Company, Assignor such Unreleased Shares, if any, repurchased forfeited by the Company Assignee pursuant to the Repurchase Option pursuant to Section 3.1 Paragraph 5 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the Escrow Agent five original stock assignment assignments duly endorsed in blank, each in the form attached to the Grant Notice hereto as Exhibit D to the Grant Notice. The B. Unreleased Shares (together with any other assets contemplated in paragraph 3) and stock assignment assignments shall be held by the Secretary of the Company, or such other person designated by the Administrator, Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of Assignor and Assignee, attached hereto Exhibit C (the Company and Holder attached as Exhibit E to the Grant Notice“Joint Escrow Instructions”), until (i) such portion of the Company exercises its Repurchase Option Unreleased Shares are forfeited by Assignee as provided in Section 3.1paragraph 5, until such (ii) any portion of the Unreleased Shares are released from the Company’s Repurchase OptionForfeiture Restriction, or until (iii) such time as this Agreement is no longer is in effect. Upon release of any portion of the Unreleased SharesShares from the Forfeiture Restriction, the escrow agent Escrow Agent shall deliver to Holder Assignee the certificate or certificates (or instruct the Company’s transfer agent to make appropriate book-entry positions) representing such portion of the Shares in the escrow agentEscrow Agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant NoticeInstructions, and the escrow agent Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent Escrow Agent shall nevertheless retain such certificate or certificates as escrow agent Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent Escrow Agent pursuant to this Section 4.1 paragraph 8 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release from the Forfeiture Restrictions of the portion of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optionpaid.

Escrow of Shares. To insure As security for the faithful performance of the terms of this Agreement and to ensure the availability for delivery of Hxxxxx’s Unreleased the unvested Common Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary in case of an exercise of the CompanyPurchase Option, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact Purchaser shall deliver to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary escrow agent (the "Escrow Agent") named in the joint escrow instructions attached hereto as Annex B (the "Joint Escrow Instructions"), stock assignments duly endorsed (with date and number of shares blank) in the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Sharesappropriate form attached hereto as Annex C, together with the stock assignment duly endorsed in blank, attached certificate or certificates evidencing the shares of Common Stock purchased hereunder by Purchaser. Such documents are to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated Escrow Agent and delivered by the Administrator, in escrow, Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E Instructions, which shall be executed by Purchaser and the Company and delivered to the Grant Notice, and Escrow Agent concurrently with the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions execution of this Agreement. If As promptly as practicable after each vesting date under this Agreement (but, with respect to ETA Stock, only after the Company is able to determine whether or not the applicable Performance Criteria have been met), the Company shall notify Purchaser and the Escrow Agent in writing of the aggregate vesting and non-vesting to that date of Common Shares and ETA Stock, and the Escrow Agent shall, within 30 days after receipt of such notice, deliver to Purchaser certificates representing that number of Purchaser's Common Shares that such notice states have become vested (less such shares, the certificates for which have been previously delivered). From time to time, upon written request of the Company, the Escrow Agent shall deliver to the Company certificates representing that number of Common Shares which the Company shall have purchased upon exercise of the Purchase Option, unless Purchaser objects in the manner provided in the Joint Escrow Instructions. In the case of any dividends conflict or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to inconsistency between this Section 4.1 5 and the Joint Escrow Instructions, such dividends or other distributions the Joint Escrow Instructions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optioncontrol.

Escrow of Shares. To insure the availability of the Unreleased Shares for delivery in the event of Hxxxxx’s Unreleased forfeiture of such Shares upon repurchase by the Company Holder pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her Xxxxxx’s attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased forfeited by the Company pursuant to the Repurchase Option Holder pursuant to Section 3.1 and any dividends cash, cash equivalents, assets or other distributions thereonsecurities received by or distributed to Holder with respect to, in exchange for or in substitution of such Unreleased Shares, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment Stock Assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option Unreleased Shares are forfeited by Holder as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase OptionForfeiture Restriction, or until such time as this Agreement no longer is in effect. If the Shares are held in book entry form, then such book entry form shall reflect that the Shares are subject to the restrictions of this Agreement. Upon release of the Unreleased SharesShares from the Forfeiture Restriction, the escrow agent shall shall, as applicable, either (a) deliver to Holder the any certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, or (b) if the Shares are issued in book entry form, direct the Company’s transfer agent to remove the notations regarding the restrictions on the Shares imposed under this Agreement from the Company’s records, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that that, if the Shares are issued in certificated form, the escrow agent shall nevertheless retain any such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares any cash, cash equivalents, assets or securities are held paid, received by or distributed to Holder with respect to, in book entry form, then such entry will reflect that the Shares are subject to the restrictions exchange for or in substitution of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares and held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends cash, cash equivalents, assets or other distributions securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends cash, cash equivalents, assets or other distributions securities were paid paid, received or distributed from the Company’s Repurchase OptionForfeiture Restriction.

Escrow of Shares. To insure the availability for delivery of HxxxxxParticipant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder Participant hereby appoints the Secretary of the Company, or any other person designated by the Administrator Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon3.1, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the AdministratorCommittee, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the AdministratorCommittee, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder Participant attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder Participant in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends assets or other distributions are paid on the securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends assets or other distributions securities shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends assets or other distributions were paid securities relate from the Company’s Repurchase OptionOption (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company’s Repurchase Option pursuant to this Agreement).

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased The certificate(s) representing all Restricted Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary Escrow Holder, along with a stock power executed by the Grantee in blank. Grantee directs the Company to deliver all certificates representing Restricted Shares to the Escrow Holder. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement, the Stockholders Agreement and the Investors Stockholders' Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Board of Directors of the Company. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. The Company agrees to indemnify and hold Escrow Holder free and harmless from and against any and all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the escrow arrangement hereunder. If the Company or any assignee repurchases any of the Restricted Shares pursuant to Section 3, the Escrow Holder, upon receipt of written notice of such other person designated repurchase from the proposed transferee, shall take all steps necessary to accomplish such repurchase. From time to time, upon Grantee's request, Escrow Holder shall: (i) cancel the certificate(s) held by the AdministratorEscrow Holder and representing Restricted Shares, in escrow, (ii) cause new certificate(s) to be issued representing the number of Restricted Shares no longer subject to repurchase pursuant to Section 3, which certificate(s) the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder Grantee and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Restricted Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 4. Subject to the Grant Noticeterms hereof, and Grantee shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that stockholder with respect to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Restricted Shares while they are held in book entry formescrow, then including without limitation, the right to vote the Restricted Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Restricted Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such entry will reflect that Grantee is entitled by reason of his ownership of the Restricted Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as Restricted Shares for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure ensure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Restricted Stock due to the Company's Forfeiture Right, on behalf of Grantee the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person an escrow holder designated by the Administrator, any Company (the "Escrow Holder") the share certificates representing the Unreleased SharesRestricted Stock, together with the stock assignment Assignment Separate from Certificate (the "Stock Assignment") duly endorsed by Grantee in blank, attached to the Grant Notice hereto as Exhibit D to the Grant NoticeX- 0. The Unreleased Shares Restricted Stock and stock assignment Stock Assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrowEscrow Holder, pursuant to the Joint Escrow Instructions of the Company and Holder Grantee attached as Exhibit E to the Grant NoticeA-2 hereto, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from later of (i) the date the Company’s Repurchase Option's Forfeiture Right lapses, or until such time as this Agreement no longer is (ii) the termination of the Escrow Period. The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Restricted Stock in effectescrow and while acting in good faith and in the exercise of its judgment. Upon release the occurrence of an event triggering the Company's Forfeiture Right, the Escrow Holder, upon receipt of written notice of such event, shall take all steps necessary to accomplish the transfer of the Unreleased Sharesunvested Shares of Restricted Stock to the Company. When the Company's Forfeiture Right is triggered or upon the lapse of such Forfeiture Right, upon the Company's or Grantee's request, as the case may be, the escrow agent Escrow Holder shall promptly cause a new certificate to be issued for such released Shares of Restricted Stock and shall deliver such certificate to Holder the certificate Company or certificates representing Grantee, as the case may be. Subject to the terms hereof, Grantee shall have all the rights of a stockholder with respect to such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares Restricted Stock while they are held in book entry formescrow, then such entry will reflect that including without limitation, the right to vote the Shares are of Restricted Stock and receive any cash dividends declared thereon. If, from time to time during the term the Restricted Stock is subject to the restrictions of this Agreement. If Company's Forfeiture Right, there is (i) any dividends stock dividend, stock split or other distributions are paid on change in the Unreleased Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which Grantee is entitled by reason of Grantee's ownership of the Shares held by the escrow agent pursuant of Restricted Stock shall be immediately subject to this Section 4.1 escrow, deposited with the Escrow Holder and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in included thereafter as "Restricted Stock" for purposes of this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's Forfeiture Right.

Escrow of Shares. To insure ensure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Restricted Stock due to the Company's Forfeiture Right, on behalf of Grantee the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person an escrow holder designated by the Administrator, any Company (the "Escrow Holder") the share certificates representing the Unreleased SharesRestricted Stock, together with the stock assignment Assignment Separate from Certificate (the "Stock Assignment") duly endorsed by Grantee in blank, attached to the Grant Notice hereto as Exhibit D to the Grant NoticeX- 0. The Unreleased Shares Restricted Stock and stock assignment Stock Assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrowEscrow Holder, pursuant to the Joint Escrow Instructions of the Company and Holder Grantee attached as Exhibit E to the Grant NoticeA-2 hereto, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from date the Company’s Repurchase Option, 's Forfeiture Right lapses. The Escrow Holder shall not be liable for any act it may do or until such time as this Agreement no longer is omit to do with respect to holding the Restricted Stock in effectescrow and while acting in good faith and in the exercise of its judgment. Upon release the occurrence of an event triggering the Company's Forfeiture Right, the Escrow Holder, upon receipt of written notice of such event, shall take all steps necessary to accomplish the transfer of the Unreleased Sharesunvested Shares of Restricted Stock to the Company. When the Company's Forfeiture Right is triggered or upon the lapse of such Forfeiture Right, upon the Company's or Grantee's request, as the case may be, the escrow agent Escrow Holder shall promptly cause a new certificate to be issued for such released Shares of Restricted Stock and shall deliver such certificate to Holder the certificate Company or certificates representing Grantee, as the case may be. Subject to the terms hereof, Grantee shall have all the rights of a stockholder with respect to such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares Restricted Stock while they are held in book entry formescrow, then such entry will reflect that including without limitation, the right to vote the Shares are of Restricted Stock and receive any cash dividends declared thereon. If, from time to time during the term the Restricted Stock is subject to the restrictions of this Agreement. If Company's Forfeiture Right, there is (i) any dividends stock dividend, stock split or other distributions are paid on change in the Unreleased Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which Grantee is entitled by reason of Grantee's ownership of the Shares held by the escrow agent pursuant of Restricted Stock shall be immediately subject to this Section 4.1 escrow, deposited with the Escrow Holder and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in included thereafter as "Restricted Stock" for purposes of this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's Forfeiture Right.

Escrow of Shares. To insure the availability for delivery of HxxxxxXxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Unvested Shares upon repurchase shall be held in escrow by the Company pursuant or its duly designated representative, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Unvested Shares in accordance with this agreement or instructions signed by both the Stockholder and the Company. If the Company or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares (if any Shares remain Unvested Shares) and shall deliver such certificate to the Repurchase Option under Section 3.1Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder of the Company with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder hereby appoints is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Stockholder is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery All Shares of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shallRestricted Stock will, upon execution of this Agreement, deliver be delivered and deposit deposited with an escrow holder designated by the Secretary Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or such other person designated by change in the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions corporate structure of the Company and Holder attached as Exhibit E to affecting the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to Holder the certificate new or certificates representing additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares in the escrow agent’s possession belonging of Restricted Stock and will be subject to Holder in accordance with the terms all of the Joint Escrow Instructions attached as Exhibit E conditions and restrictions which were applicable to the Grant Notice, and the escrow agent shall be discharged unvested Shares of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed Restricted Stock pursuant to this Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares are held of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement. The Administrator in book entry formits absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, then cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such entry will reflect that rights or warrants. The Company may instruct the Shares are subject transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions transfer set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionAgreement.

Escrow of Shares. To insure the availability for delivery of HxxxxxXxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the 4-Year Time Based Vesting Restricted Stock Award 7/08 Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant Notwithstanding anything to the Repurchase Option under Section 3.1contrary contained in this Article II, Holder hereby appoints at the Secretary Effective Time, shares of Common Stock and Series E Preferred Stock representing, in the aggregate, two percent of the CompanyFully Diluted Merger Consideration (as defined below) (the "Escrowed Shares") issuable to each person or entity holding Mollxx Xxxmon Stock, or any other person designated Mollxx Xxxferred Stock, Units and/or Working Capital Notes (each, an "Escrow Participant"), shall not be delivered by the Administrator as ServiceWare to such Escrow Participant upon surrender of its Mollxx Xxxmon Stock, Mollxx Xxxferred Stock, Units and/or Working Capital Notes and shall instead be deposited in escrow agentwith an escrow agent selected by ServiceWare and reasonably satisfactory to Mollxx (xxe "Escrow Agent"). ServiceWare shall deliver into escrow, as his or her attorney-in-fact to assign on behalf of each Escrow Participant, certificates representing shares of ServiceWare Common Stock and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant ServiceWare Series E Preferred Stock (rounded to the Repurchase Option pursuant nearest whole share) in the proportion that the Fully Diluted Merger Consideration issuable to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached Escrow Participant bears to the Grant Notice as Exhibit D Fully Diluted Merger Consideration issuable to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, all Escrow Participants (in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, each case without giving effect the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent shares pursuant to this Section 4.1 and 2.01 (i)). Each certificate for Escrowed Shares shall be registered in the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release name of the Unreleased Shares appropriate Escrow Participant. As a condition to its receipt of merger consideration hereunder, each Escrow Participant shall execute a stock power in blank with respect to which each certificate for Escrowed Shares and shall deliver such dividends or other distributions were paid from stock power to ServiceWare. ServiceWare shall deliver to the Company’s Repurchase OptionEscrow Agent (A) two share certificates, together with signed stock powers, with respect to the ServiceWare Common Stock deposited in escrow on behalf of each Escrow Participant that will receive ServiceWare Common Stock in the Merger, each representing one-half of such Escrow Participant's Escrowed Shares of ServiceWare Common Stock and (B) two share certificates, together with signed stock powers, with respect to the ServiceWare Series E Preferred Stock deposited in escrow on behalf of each Escrow Participant that will receive ServiceWare Series E Preferred Stock in the Merger, each representing one-half of such Escrow Participant's Escrowed Shares of ServiceWare Series E Preferred Stock. The Escrow Agent shall hold such certificates until it it is required to deliver them pursuant to Section 2.01(i)(iii).

Escrow of Shares. To insure the availability If this option is exercised for delivery of Hxxxxx’s Unreleased Unvested Shares, all such Unvested Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Unvested Shares in accordance with this agreement or instructions signed by both the Optionee and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Optionee hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company, upon the written request of the Optionee, shall promptly issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Optionee and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Optionee shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder hereby appoints is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Optionee is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary As of the CompanyEffective Time, or any other person designated by iGo shall deposit Twenty-Seven Thousand Nine Hundred Seventeen (27,917) shares of the Administrator Merger Securities to which the Indemnifying ARI Shareholders are otherwise entitled (the "ESCROW FUND") with U.S. Stock Transfer Corporation, as escrow agentagent (the "ESCROW AGENT"), as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder distributed in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, this Agreement and the escrow agent Exchange and Escrow Agreement. The Escrow Fund will be registered in the name of a nominee and will be maintained at the offices of the Escrow Agent. The Escrow Fund will be governed by the terms set forth herein and in the Exchange and Escrow Agreement and maintained at iGo's sole cost and expense. The shares of iGo Common Stock deposited in the Escrow Fund shall be discharged referred to as "ESCROW SHARES." The obligation of all further obligations hereunder; provided, however, that iGo to issue the escrow agent Escrow Shares otherwise issuable upon the Merger shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to reduction to satisfy the restrictions set forth Indemnifying ARI Shareholders' obligations under this Article X. Claims for Losses made by iGo or any other Indemnified Party that (a) are accepted as valid by the Indemnifying ARI Shareholders, or (b) are determined to be valid through court proceedings or which otherwise are allowed as described in this Agreement and held Article X, shall reduce the number of Escrow Shares issuable to the Indemnifying ARI Shareholders by the number of Escrow Shares (rounded to the closest whole number) equal to the amount of such Losses divided by the Merger Price for purposes of Section 1.4(a) above. As to each Indemnifying ARI Shareholder, any such reduction shall be made based upon the relative holdings of ARI Common Stock by the Indemnifying ARI Shareholders immediately prior to the Closing. The interest of each ARI Shareholder in escrow pending release the Escrow Shares shall not be assignable or transferable in any manner except by operation of law, by will or by the Unreleased laws of descent until such Escrow Shares with respect are issued to which such dividends or other distributions were paid from the Company’s Repurchase OptionARI Shareholders.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Xxxxxx's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s 's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s 's possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s 's Repurchase Option.

Escrow of Shares. To insure the availability for delivery of HxxxxxXxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the 4-Year Vesting Restricted Stock Award (Xxxxxx 18 mos acceleration) 7/08 50%y3/50%y4 (RS001125) Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant (a) Immediately prior to the Repurchase Option under Section 3.1Effective Time, Holder hereby appoints an escrow (the Secretary of the Company, "Escrow") shall be established with a bank or any other person trust company designated by the Administrator Parent and reasonably acceptable to the Holder (the "Escrow Agent") on the terms set forth in Sections 9.7 through 9.10 (collectively, the "Escrow Terms"). At the Closing, the Escrow Shares shall be deposited with the Escrow Agent by the Parent. The Escrow shall be established pursuant to an escrow agreement (the "Escrow Agreement") between the parties hereto containing substantially the Escrow Terms and in the form attached hereto as Exhibit F with such changes as are reasonably requested by the Escrow Agent. The Escrow Shares and any Additional Escrow Shares shall constitute the escrow agentfund (the "Escrow Fund") and to be governed by the Escrow Terms and the Escrow Agreement. Subject to the terms and conditions of this Agreement and the Escrow Agreement, as his or her attorney-in-fact the Escrow Fund shall be available to assign satisfy Holder's indemnity obligations under this Article IX. Anything to the contrary in this Agreement notwithstanding, the Holder shall have the right to require the Parent Indemnitees to collect on their indemnity claims against the Holder under this Agreement by first pursuing and transfer unto seeking recovery against the CompanyEscrow Shares (with the Escrow Shares used to satisfy such indemnity obligations valued at the Merger Share Per Share Value) rather than seeking a cash indemnity payment from the Holder (providing that the foregoing shall not preclude the Parent Indemnities from seeking such cash payments in the event the Escrow Shares are exhausted). In the event Parent issues any Additional Escrow Shares, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall shares will be held by Escrow Agent in the Secretary same manner as the Escrow Shares delivered at the Closing. The Parent shall pay the fees and expenses of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionAgent.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased The Certificate(s) representing all Restricted Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the AdministratorExecutive in blank. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, in escrow, pursuant he shall be entitled to rely upon written directions of the Joint Escrow Instructions Board of Directors of the Company (excluding any Senior Executive that is a director of the Company). The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. The Company agrees to indemnify and hold Escrow Holder attached as Exhibit E free and harmless from and against any and all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the Grant Notice, until escrow arrangement hereunder. If the Company exercises its Repurchase Option as provided in or any assignee repurchases any of the Restricted Shares pursuant to this Section 3.17, until the Escrow Holder, upon receipt of written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon Executive's request, Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing Restricted Shares, (ii) cause new certificate(s) to be issued representing the number of Restricted Shares no longer is in effect. Upon release subject to repurchase pursuant to paragraphs (i), (ii) and (iii) of Section 7(b), which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder Executive, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Restricted Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 7(d). Subject to the Grant Noticeterms hereof, and Executive shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that stockholder with respect to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Restricted Shares while they are held in book entry formescrow, then including without limitation, the right to vote the Restricted Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Restricted Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such entry will reflect that Executive is entitled by reason of his ownership of the Restricted Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Restricted Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure the availability for delivery All Shares of Hxxxxx’s Unreleased Shares Restricted Stock will, upon repurchase execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company pursuant (the "ESCROW HOLDER"). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. Upon Participant's termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Repurchase Option under Section 3.1, Holder Company. Participant hereby appoints the Secretary Escrow Holder with full power of substitution, as Participant's true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant's request that the Escrow Holder do so. Subject to the terms hereof, Participant will have all the rights of a shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any other person designated by the Administrator as escrow agent, as such change Participant will in his or her attorney-in-fact capacity as owner of unvested Shares of Restricted Stock be entitled to assign new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and transfer unto will be subject to all of the Companyconditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such Unreleased Sharesrights or warrants may be held or exercised by Participant, if any, repurchased provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the Company exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the Repurchase Option pursuant vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to Section 3.1 and any dividends purchase securities or shares or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated securities acquired by the Administrator, any share exercise of such rights or warrants. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached Restricted Stock or otherwise note its records as to the Grant Notice as Exhibit D to the Grant Noticerestrictions on transfer set forth in this Award Agreement. The Unreleased Shares and stock assignment shall be held by the Secretary Vesting Schedule/Period of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option Restriction. Except as provided in Section 3.14, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Sharesand subject to Section 5, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder of Restricted Stock awarded by this Award Agreement will vest in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions vesting provisions set forth in this Agreement and held the Notice of Grant. Shares of Restricted Stock scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in escrow pending release Participant in accordance with any of the Unreleased Shares with respect to which such dividends or other distributions were paid provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Company’s Repurchase OptionDate of Grant until the date such vesting occurs.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased The Certificate(s) representing all Shares, if any, repurchased by the Company pursuant subject ---------------- to the Repurchase Option repurchase pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment 7(b) shall be held by the Secretary of the CompanyCompany as escrow holder (the "Escrow Holder"), or such other person designated along with a stock power executed by the Administratorapplicable Restricted Holder in blank. The Escrow Holder is hereby directed to permit transfer of such Shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Board of Directors (excluding Vento and Xxxxxxxx). The Escrow Holder shall have no liability for any act or omission hereunder while acting in escrow, good faith in the exercise of his own judgment. If the Company or any assignee repurchases any of such Shares pursuant to this Section 7, the Joint Escrow Instructions Holder, upon receipt of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until written notice of such Unreleased Shares are released repurchase from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such repurchase. From time as this Agreement to time, upon a Restricted Holder's request, the Escrow Holder shall: (i) cancel the certificate(s) held by the Escrow Holder and representing such Shares, (ii) cause new certificate(s) to be issued representing the number of Shares no longer is in effect. Upon release of subject to repurchase pursuant to this Section 7, which certificate(s) the Unreleased Shares, the escrow agent Escrow Holder shall deliver to Holder such Restricted Holder, and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing balance of such Shares Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 7(d). Subject to the Grant Noticeterms hereof, and a Restricted Holder shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain stockholder with respect to such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares while they are held in book entry formescrow, then including without limitation, the right to vote such entry will reflect that Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in such Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such Restricted Holder is entitled by reason of his ownership of such Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as "Shares" for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.

Escrow of Shares. To insure At the availability for delivery time and date as of Hxxxxx’s Unreleased Shares upon repurchase which the consummation of the transactions contemplated by the Company pursuant Purchase Agreement is required to take place (the Repurchase Option under Section 3.1"Closing Date"), Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent Purchaser shall deliver to Holder the Escrow Agent a certificate or certificates representing such Shares for 150,000 shares of the common stock of Purchaser, $.01 par value (the "Purchaser Common Stock"), to be issued in the escrow agent’s possession belonging to Holder in accordance with the terms name of the Joint "LaSalle Bank National Association, as Escrow Instructions attached as Exhibit E to the Grant NoticeAgent", and the escrow agent 100,000 shares of which shall be discharged "Contingent Shares" and 50,000 of all further obligations hereunderwhich shall be "Escrow Shares"; provided, however, that for certain purposes the escrow agent Contingent Shares shall nevertheless retain such certificate or certificates also be deemed to be Escrow Shares, as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held provided in book entry form, then such entry will reflect that the Shares are subject to the restrictions Section 3(b) of this Agreement. If any dividends or other distributions are paid on The Escrow Agent agrees to accept delivery of the Unreleased Escrow Shares and to hold the Escrow Shares in an escrow account (the "Escrow Account") subject to the terms and conditions of this Agreement. The Escrow Shares shall be held by the as an escrow agent pursuant to this Section 4.1 fund and the Joint Escrow Instructions, such dividends or other distributions shall also not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Notwithstanding this Section 1(a), if the restrictions set forth in this Agreement and Escrow Account shall be attached, garnished, or levied upon pursuant to judicial process, or the delivery of funds held in escrow pending release the Escrow Account shall be stayed or enjoined by any court order, or any court order shall be made or entered into affecting the Escrow Account, or any part thereof, the Escrow Agent is hereby expressly authorized to obey and comply with such judicial process or court order. In the event the Escrow Agent obeys or complies with any judicial process or court order, it shall not be liable to Purchaser, Seller or the Shareholders' Representative, nor to any other person, firm or corporation by reason of such compliance, notwithstanding the Unreleased Shares with respect to which subsequent reversal, modification, annulment, or setting aside of such dividends or other distributions were paid from the Company’s Repurchase Optioncourt order.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Restricted Shares upon repurchase granted pursuant to this Agreement shall be held in escrow by the Company pursuant Company, as escrow holder ("Escrow Holder"), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to the Repurchase Option under Company at the Employee's Termination Date in accordance with Section 3.12.2 hereof or (b) have become Vested Shares and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof, Holder the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company's transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Secretary of the Company, or any other person designated by the Administrator in its capacity as escrow agentEscrow Holder, as his or her irrevocable attorney-in-fact to assign execute in his name, acknowledge and transfer unto deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares. When any portion of the Restricted Shares have become Vested Shares, upon the Employee's request, the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Unreleased Shares, if any, repurchased by the Company pursuant Vested Shares and shall deliver such certificate to the Repurchase Option pursuant Employee subject, however, to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary Employee's satisfaction of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached requirements of Section 5.1 hereof (relating to tax withholdings). Subject to the Grant Notice as Exhibit D terms hereof, the Employee shall have all the rights of a stockholder with respect to the Grant Notice. The Unreleased all Restricted Shares and stock assignment shall be while they are held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant including without limitation, the right to receive any dividends declared thereon. If, from time to time during the Joint Escrow Instructions term of the Company and Holder attached as Exhibit E escrow, there occurs any corporate or other action giving rise to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, substituted or until such time as this Agreement no longer is in effect. Upon release additional securities by reason of the Unreleased ownership of Restricted Shares, the escrow agent shall deliver to Holder the certificate such substituted or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance additional securities, with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Noticelegend required by Section 7.3 hereof if applicable, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant immediately subject to this Agreement. If escrow and deposited with the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionHolder.

Escrow of Shares. To insure the availability for delivery of HxxxxxXxxxxx’s Unreleased Shares upon repurchase in the event of forfeiture of such Shares by the Company Holder pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased forfeited by the Company pursuant to the Repurchase Option Holder pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E D to the Grant Notice, until the Company exercises its Repurchase Option shares are forfeited by Holder as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase OptionForfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase OptionForfeiture Restriction.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Unvested Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Unvested Shares in accordance with this Agreement or instructions signed by both the Buyer and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Buyer hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company may, at its option, issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Buyer and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. If, from time to time while the Escrow Holder hereby appoints is holding Unvested Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Buyer is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this Agreement and the repurchase rights of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. To insure ensure the availability for delivery of Hxxxxx’s the Purchaser's Unreleased Shares upon repurchase by the Company pursuant to exercise of the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of by the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and Purchaser shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person an escrow holder designated by the Administrator, any Company (the "Escrow Holder") the share certificates representing the Unreleased Shares, together with the stock assignment Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, attached to the Grant Notice hereto as Exhibit D to the Grant NoticeA-1. The Unreleased Shares and stock assignment Stock Assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrowEscrow Holder, pursuant to the Joint Escrow Instructions of the Company and Holder Purchaser attached as Exhibit E A-2 hereto, until such time as the Company's Repurchase Option expires. As a further condition to the Grant NoticeCompany's obligations under this Agreement, until the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-3. The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow and while acting in good faith and in the exercise of its judgment and the Company shall hold Escrow Holder harmless from any and all such liability, including attorney's fees and other expenses of defending against the assertion of any such claim. If the Company or any assignee exercises its Repurchase Option as provided in Section 3.1hereunder, until the Escrow Holder, upon receipt of written notice of such Unreleased Shares are released option exercise from the Company’s Repurchase Optionproposed transferee, or until shall take all steps necessary to accomplish such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optiontransfer.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased All Shares upon repurchase shall be held in escrow by the Company, as escrow holder (“Escrow Holder”). The Escrow Holder is hereby directed to transfer the Shares in accordance with this Agreement or instructions signed by both the Stockholder and the Company. If the Company pursuant or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to affect such transfer. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the Company may, at the request of the Stockholder option, issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Repurchase Option under Section 3.1Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder hereby appoints is holding Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Secretary Stockholder is entitled by reason of its ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” or “Vested Shares,” as applicable, for purposes of this Agreement and the repurchase rights and rights of first refusal of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. a. To insure ensure the availability for delivery performance of Hxxxxxthe Purchaser’s Unreleased Shares upon repurchase by obligations hereunder, the Company pursuant to the Repurchase Option under Section 3.1, Holder Purchaser hereby appoints the Secretary of the Company, Company (or any other person designated by such Secretary’s designee) (the Administrator “Secretary”) as escrow agent, agent for the Unreleased Shares and as his or her the Purchaser’s attorney-in-fact to sell, assign and transfer unto to the Company, such Unreleased Shares, if any, repurchased by all of the Shares which the Company may repurchase pursuant to its exercise of the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon Option. Upon execution of this Agreement, the Purchaser shall duly endorse and deliver and deposit with to the Secretary in blank the stock power attached hereto, medallion signature guaranteed. Promptly following execution of this Agreement, the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached Shares shall be delivered to the Grant Notice as Exhibit D to the Grant NoticeSecretary. The Unreleased Shares and the stock assignment power shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant until the earlier of (i) the closing of the exercise by the Company of the Repurchase Option with respect thereto, or (ii) subject to the Joint Escrow Instructions proviso set forth in the following sentence, the vesting of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms vesting schedule set forth in Section 4 of this Agreement. The Secretary shall release or cause the Joint Escrow Instructions attached release of Shares from the escrow established hereunder as Exhibit E such Shares vest pursuant to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereundervesting schedule; provided, however, that the escrow agent Secretary shall nevertheless retain have the discretion to effect such certificate release in the manner he deems appropriate, and shall have no obligation to deliver certificates for Shares which have vested at any particular time or certificates more frequently than once every year. Upon any such release, and as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If a condition thereto, the Shares are held in book entry form, then such entry will reflect that the Shares are subject Purchaser shall deliver to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to Secretary in accordance with this Section 4.1 and 3(a), any replacement certificates representing Unreleased Shares, with a stock power duly endorsed in blank, medallion signature guaranteed, to represent the Joint Escrow Instructions, continuing escrow of such dividends or other distributions shall also be subject to the restrictions set forth Unvested Shares in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Optionaccordance herewith.

Escrow of Shares. To insure the availability for delivery of Hxxxxx’s Unreleased The certificate(s) representing all Restricted ---------------- Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary Escrow Holder, along with a stock power executed by the Grantee in blank. Grantee directs the Company to deliver all certificates representing Restricted Shares to the Escrow Holder. The Escrow Holder is hereby directed to permit transfer of such shares only in accordance with this Agreement. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon written directions of the Board of Directors of the Company. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. The Company agrees to indemnify and hold Escrow Holder free and harmless from and against any and all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the escrow arrangement hereunder. If the Company or any assignee repurchases any of the Restricted Shares pursuant to Section 3, the Escrow Holder, upon receipt of written notice of such other person designated repurchase from the proposed transferee, shall take all steps necessary to accomplish such repurchase. From time to time, upon Grantee's request, Escrow Holder shall: (i) cancel the certificate(s) held by the AdministratorEscrow Holder and representing Restricted Shares, in escrow, (ii) cause new certificate(s) to be issued representing the number of Restricted Shares no longer subject to repurchase pursuant to Section 3, which certificate(s) the Joint Escrow Instructions of the Company and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder Grantee and (iii) cause new certificate(s) to be issued representing the certificate or certificates representing such Shares balance of the Restricted Shares, which certificate(s) shall be held in escrow by the escrow agent’s possession belonging to Escrow Holder in accordance with the terms provisions of the Joint Escrow Instructions attached as Exhibit E this Section 4. If requested to do so, Grantee shall execute a new stock power in blank and deliver it to the Grant NoticeEscrow Holder as a condition to receiving any such partial distribution of Restricted Shares from escrow. Subject to the terms hereof, and Grantee shall have all the escrow agent shall be discharged rights of all further obligations hereunder; provided, however, that stockholder with respect to the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Restricted Shares while they are held in book entry formescrow, then including without limitation, the right to vote the Restricted Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the Restricted Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which such entry will reflect that Grantee is entitled by reason of his ownership of the Restricted Shares are shall be immediately subject to this escrow, deposited with the restrictions Escrow Holder and included thereafter as Restricted Shares for purposes of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option's repurchase right.