Common use of Escrow Shares Clause in Contracts

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of the Total Shares to be issued as of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"). The Escrow Shares shall (A) be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common Stock.

Escrow Shares. An amount of Trega Common Stock representing one-fourth Ten percent (1/410%) of the Total Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to be issued as of Outstanding INT'X.xxx Options, the Effective Time (i.e.Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to 625,000 shares of Trega Common Stock - the nearest whole share (the "ESCROW SHARES") shall will be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, deposited and pursuant to the terms of, held in escrow in accordance with the Escrow Agreement attached hereto as EXHIBIT C 2.2 (the "ESCROW AGREEMENT")) as the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis (among the holders of the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of Parent and INT'X.xxx. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Shares in accordance with the provisions hereof, with the same force and effect as set forth in Section 1.5(c)(iv) below) if such shares had been delivered by Parent directly to such holders and shall be released therefrom only when subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and as provided by provisions of the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement), this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all which is an integral term of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockMerger.

Escrow Shares. An amount of Trega Common Stock representing one-fourth Ten percent (1/410%) of the Total Shares to be issued as of the Effective Time (i.e.Parent Merger Shares, rounded up to 625,000 shares of Trega Common Stock - the nearest whole share (the "ESCROW SHARES") shall will be delivered by Trega, promptly following the Effective Time, into deposited and held in escrow (the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, Escrow") in accordance with the Escrow Agreement attached hereto as EXHIBIT C 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article X (except with respect to breaches of Section 3.2 and Article IV(a) and (b); and as otherwise limited by Section 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article X of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each HT stockholder shall be jointly and severally liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis (among the holders of the Outstanding HT Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each HT stockholder will be determined at the Closing by the agreement in writing of Parent and HT. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding HT Shares in accordance with the provisions hereof, with the same force and effect as set forth in Section 1.5(c)(iv) below) if such shares had been delivered by Parent directly to such holders and shall be released therefrom only when subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by the stockholders of HT will also constitute their approval of the terms and as provided by provisions of the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien the appointment of the Stockholder as the Indemnification Representative (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement), this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all which is an integral term of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockMerger.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) On the effective date of the Total Shares to be issued as of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"). The Escrow Shares shall (A) be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien Merger (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth Merger Agreement), the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent a stock certificate, issued in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms name of the Escrow AgreementAgent or its nominee, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the Escrow Account"Common Stock"), each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to of the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Buyer (the "Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account ") to be held pursuant to by the Escrow Agent in accordance with the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise . Any securities distributed in respect of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any purposes hereof. Any cash dividends as provided above; and (z) any and all securities or property which may be paid (other than securities) distributed in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall promptly be treated released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of the same manner as such outstanding shares Merger Agreement, any post-closing adjustment obligations to the Buyer pursuant to Section 1.10(f)(i) of Trega Common Stockthe Merger Agreement. The Escrow Shares are not subject to any transfer restrictions, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any of the Escrow Shares.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4i) Ten percent (10%) of the Total TranSwitch Common ------------- Shares to be issued as (ii) plus such number of shares of Total TranSwitch Common Shares which shall equal ten percent (10%) of the Effective Time TranSwitch Stock, as defined in the Purchase Agreement (i.e., up to 625,000 shares of Trega Common Stock - as defined in Section 9.2(p) hereof) (the "ESCROW SHARESEscrow Shares") shall ------------- will be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, deposited and pursuant to the terms of, held in escrow in accordance with the Escrow Agreement attached hereto as EXHIBIT C Exhibit 2.2 (the "ESCROW AGREEMENTEscrow Agreement"). ) as the first source, but not ----------- ---------------- the sole source, of indemnification payments that may become due to TranSwitch pursuant to Article X. The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall among the holders of the Outstanding Alacrity Shares. The exact number of Escrow Shares held for the account of each Alacrity shareholder will be released therefrom only when and as provided determined at the Closing by the agreement in writing of TranSwitch and Alacrity. The delivery of the Escrow AgreementShares will be made on behalf of the holders of the Outstanding Alacrity Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The approval of this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions by shareholders of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to Alacrity will also constitute their approval of the terms and provisions of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all which is an integral term of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockMerger.

Escrow Shares. An amount Upon each exchange of Trega Company Common Stock representing one-fourth or Company Preferred Stock by a holder thereof pursuant to Section 2.4(b), the Exchange Agent shall deliver (1/4and such holder shall be deemed to have received and deposited) such holder’s Escrow Shares into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the Total Shares to “Escrow Agreement”) by and among Parent, Sellers Representative and Key Bank National Association, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit E attached hereto, which will be issued executed as of the Effective Time (i.e., up to 625,000 shares Time. Such Escrow Shares shall provide security for the satisfaction of Trega Common Stock - claims for indemnification made by the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and Parent Indemnified Parties pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT")Article VII. The Escrow Shares shall (A) be held retained in the Escrow Account until released pursuant to Section 7.2. During the period in which the Escrow Shares are retained in the Escrow Account they will be held for the benefit of the Entitled Indemnifying Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Indemnifying Holders also shall be entitled to receive and retain any and all cash dividends paid in respect on, and vote, such Escrow Shares but shall not have any right to possess, alienate or transfer any of such Escrow Shares; provided), howeverunless, -------- until and to the extent it has been determined that any and all Parent Indemnified Party is entitled to retain any of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable Shares in respect of or in exchange for any indemnification claims pursuant to Article VII. In particular, the Escrow Shares; (yShares will be shown as issued and outstanding on Parent’s financial statements and the applicable stockholders of the Company will be shown as the registered owner of their allocable portion of the Escrow Shares on the certificate(s) any and all cash paid, payable or otherwise distributed in respect of any evidencing such Escrow Shares (whether in redemption if such shares are certificated) on the books and records of or exchange for any Escrow Shares or otherwise)Parent, except for and any cash dividends as provided above; and (z) any and all securities or property which may be paid in other distributions made with respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the such Escrow Shares shall be treated promptly paid to the applicable owner of such Escrow Shares. For avoidance of doubt, the total amount of Escrow Shares placed in the same manner as such outstanding shares of Trega Common StockEscrow Account at Closing is 3,325,000.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of The Purchaser shall deduct and withhold from the Total Shares Share Consideration deliverable to be issued as of Seller at the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, Closing the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT")Shares. The Escrow Shares shall be available to satisfy any exercise(s) by the Purchaser of its offset rights pursuant to Sections 8(i) and/or 9(f). Any Escrow Shares that have not be used to satisfy Purchaser’s offset rights shall be delivered to Seller on the twelve (A12) be held month anniversary of this Closing Date; provided, however, if any claim or dispute is pending as of such date that could result in Purchaser exercising its offset rights, the Purchaser may withhold from the Escrow Shares delivered to Seller on such date such number of shares as is equal in value to the pending claim, as determined in the reasonable discretion of Purchaser. For purposes of Purchaser’s offset rights under this Agreement, the Escrow Account for the benefit of the Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and Shares shall be released therefrom only when and as provided by deemed to have a value of $2.00 per share. In the event of a stock dividend, stock split, reverse stock-split, reclassification or combination of shares or exchange of shares, recapitalization or merger, consolidation or other similar event affecting the Escrow AgreementShares (collectively, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"a “Recapitalization Transaction”), (B) the number and kind of Escrow Shares referred to herein shall be subject to the conditions, requirements appropriately adjusted and agreements set forth references in this Agreement (includingto Escrow Shares shall refer, without limitationas applicable, Trega's Lien (as defined to the stock, securities, cash, property or other consideration received in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable exchange for or transferable unless and until released with respect to such Escrow Shares pursuant to the terms of the Escrow AgreementRecapitalization Transaction, this Agreement and SCHEDULE 1as applicable. During such time as Notwithstanding the foregoing, any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to cash dividends on the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain and/or any and all cash dividends paid payable in respect securities or other distributions of such any kind on the Escrow Shares; provided, however, -------- that any and all of shall promptly be distributed by the following shall be issued and/or delivered by Trega or any third party into the Escrow Account Purchaser to be held pursuant to Seller in accordance with the terms of this Agreement (includingsuch dividend or distribution, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect as determined by Purchaser’s Board of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockDirectors.

Escrow Shares. An amount of Trega Common Stock representing one-fourth At Closing, fifteen percent (1/415%) of the Total Shares Parent Merger Shares, rounded up to the nearest whole share (the “Escrow Shares”) will be issued as deposited by the Stockholders into escrow, such deposit to constitute an escrow account (the “Escrow Account”). Each Stockholder’s portion of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") Escrow Shares shall be delivered determined based on their respective pro rata portion of the Parent Merger Shares issued at Closing (each such Stockholder’s “Pro Rata Percentage”). The Escrow Account shall be governed by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, hereof and the terms of the Escrow Agreement attached hereto as EXHIBIT C 2.2(A) (the "ESCROW AGREEMENT"“Escrow Agreement”). The Escrow Account shall serve as the first source, but not the sole source, of indemnification payments that may become due to Parent pursuant to Section 8.1(a). The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis among the Stockholders. The exact number of Escrow Shares held for the account of each Stockholder is set forth on EXHIBIT 2.2(B) attached hereto. The delivery of the Escrow Shares will be made on behalf of the Stockholders in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to the Stockholders and subsequently delivered by such Stockholders to the Escrow Agent (as set forth such term is defined in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, ). The adoption of this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to by the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions Stockholders also will constitute their approval of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms and provisions of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all which is an integral term of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockMerger.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of At the Total Shares to be issued as of Closing, Parent shall deposit with the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and Escrow Agent pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C 100,018 of the Parent Preferred Stock Payment Shares (the "ESCROW AGREEMENTEscrow Shares"). The Escrow Shares shall be used to satisfy any claims of the Parent Indemnified Parties for indemnification pursuant to Article V, if any, based on a value per share of Parent Common Stock equal to the five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the applicable Indemnification Claim Notice sent by Parent Indemnified Parties pursuant to Article V (Athe "Escrow Per Share Value"); provided however, that in no event will the Escrow Per Share Value be less than $4.78. Because each share of Parent Convertible Preferred Stock will be convertible into five (5) be held shares of Parent Common Stock, prior to such conversion each Escrow Share will have a value equal to five (5) times the Escrow Per Share Value. For example, if a Parent Indemnified Party is entitled to receive an amount equal to $1,000,000 as an indemnification pursuant to Article V and the Escrow Shares have not then converted into shares of Parent Common Stock, such Parent Indemnified Party shall receive 40,000 shares of Parent Convertible Preferred Stock (i.e., $1,000,000 divided by $25.00, assuming the five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the Indemnification Claim Notice for such claim is $5.00) from the Escrow Shares. However, in that example scenario, if the Escrow Shares had converted into shares of Parent Common Stock, then such Parent Indemnified Party shall receive 200,000 shares of Parent Common Stock (i.e., $1,000,000 divided by $5.00, assuming the five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the Indemnification Claim Notice for such claim is $5.00) from the Escrow Shares. Any Escrow Shares not so used to satisfy any claims of the Parent Indemnified Parties for indemnification pursuant to Article V on or before the applicable Expiration Date (other than such Escrow Shares with respect to which Parent notifies the Stockholder Representative and the Escrow Agent of a claim for indemnification pursuant to Article V on or before the applicable Expiration Date, which Escrow Shares shall remain in the Escrow Account for the benefit possession of the Entitled Holders (as defined belowEscrow Agent until such claim is fully resolved or judicially determined) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when distributed to the Stockholders and as provided by Optionholders based on their respective Pro Rata Portion. The Escrow Agent shall hold the Escrow Agreement, this Agreement Shares and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject release the Escrow Shares pursuant to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common Stock.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) Upon Closing, Parent shall deliver the Escrow Shares to the Escrow Agent to be held as collateral to secure any Claims of the Total Shares to be issued as of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and Parent Indemnified Parties pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"Article VII or Parent pursuant to Section 2.3(c). The Escrow Shares shall (A) will be held in by the Escrow Account Agent on behalf of the Participating Stockholders until the date that is 12 months after the Closing Date (the “Escrow Period”), after which the remaining Escrow Fund, if any, shall be delivered to the Exchange Agent, and into the Indemnification Consideration Exchange Fund, to be distributed to the Participating Stockholders in accordance with their respective Participating Stockholder Pro Rata Percentages. Each Participating Stockholder agrees, without any further act of such Participating Stockholder, to have consented to and approved the use of the Escrow Shares as collateral as set forth herein. In the event that Parent declares a dividend on Parent Ordinary Shares, with respect to any Parent Ordinary Shares held as part of the Escrow Shares, Parent shall pay any dividends payable with respect to such Parent Ordinary Shares to the Exchange Agent, and in to the Indemnification Consideration Exchange Fund, for the benefit of the Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by Participating Stockholders upon the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms expiration of the Escrow Agreement, this Agreement Period and SCHEDULE 1. During such time as any Escrow Shares remain in accordance with the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockParticipating Stockholders’ respective Participating Stockholder Pro Rata Percentages.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) The Escrow Agent shall hold the Escrow Shares until the first anniversary of the Total Shares to be issued as consummation of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the a "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNTBUSINESS COMBINATION" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"). The Escrow Shares shall (A) be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(athe Registration Statement) below) and (such period, the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow AgreementAgent shall, this Agreement and SCHEDULE 1. During such time as any upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Common Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common StockClosing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall be treated deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the same manner as security holders of the Company or such outstanding shares entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of Trega a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common StockHolders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

Escrow Shares. An amount (a) The number of Trega Common Stock representing one-fourth shares which is equal to (1/4i) ten percent (10%) of the Total TranSwitch Merger Shares to be issued as at the Closing plus (ii) 10% of $20,000,000 divided by the Effective Time TranSwitch Average Closing Price (i.e.in each case, rounded up to 625,000 the nearest number of whole shares of Trega Common Stock - the "ESCROW SHARES"for each holder) shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENTIndemnification Escrow Shares"). ) will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent (the "Escrow Agreement") as the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be released therefrom only when and as provided determined at the Closing by the Escrow Agreement, this Agreement agreement in writing of TranSwitch and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in Onex consistent with the provisions of Article 6 below this Section 2.7 and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any The delivery of the Escrow Shares remain will be made on behalf of the holders of the Outstanding Onex Shares in accordance with the Escrow Accountprovisions hereof, each Entitled Holder shall be entitled with the same force and effect as if such shares had been delivered by TranSwitch directly to exercise any such holders and all voting and other consensual rights pertaining subsequently delivered by such holders to the Escrow Shares then being held for such Entitled Holder's benefitAgent. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms The adoption of this Agreement (including, without limitation, subject to by stockholders of Onex will also constitute their approval of the Offset Right terms and Trega's Lien) and provisions of the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (is an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision integral term of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common StockMerger.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of the Total Shares to be issued as of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following At the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant Tellium shall deliver to the terms of, the Escrow Agreement attached hereto as EXHIBIT C Stockholder Representative who shall simultaneously deliver to an independent escrow agent designated by Tellium and reasonably acceptable to Astarte (the "ESCROW AGREEMENTEscrow Agent"). The Escrow Shares shall (A) be held , ------------ 1,350,000 shares of Tellium Common Stock issued in the name of the Stockholder Representative (as defined in Section 10.3(c) below) (the "Escrow Account Shares") for ------------- the benefit of the Entitled Holders Astarte Stockholders to be held and applied in accordance with Article X herein and the Escrow Agreement by and among Tellium, the Stockholder Representative (as defined below) on a pro rata basis and the Escrow Agent to be entered into at the Effective Time in the form attached hereto as Exhibit D (as set forth in Section 1.5(c)(iv) below) and the "Escrow --------- ------ Agreement"). By virtue of their approval of this Agreement under the Colorado --------- Corporation Law, the Astarte Stockholders shall be released therefrom only when deemed to (i) have approved and as provided agreed to the delivery of 1,350,000 shares of Tellium Common Stock to the Escrow Agent by the Stockholder Representative, (ii) have approved and agreed to the Escrow Agreement and its terms and conditions, including the indemnification of the Stockholder Representative and delivery to Tellium of any Escrow Shares and dividends and distributions with respect thereto that are payable to Tellium under the Escrow Agreement and (iii) direct Tellium and the Escrow Agent to deliver to the Stockholder Representative for delivery to the Astarte Stockholders of any Escrow Shares and dividends and distributions with respect thereto that are payable to the Astarte Stockholders under the Escrow Agreement, this Agreement . Article IV ---------- Representations and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) Warranties of Astarte ----------------------------------------- Except as set forth in the provisions disclosure schedule delivered by Astarte to Tellium and dated as of the date above (the "Astarte Disclosure Schedule"), --------------------------- Astarte hereby represents and warrants to each of Tellium and the Company as set forth in this Article 6 below and SCHEDULE 1) and (C) not IV. The Astarte Disclosure Schedule shall be assignable or transferable unless and until released pursuant organized in paragraphs corresponding to the terms of the Escrow Agreement, numbered Sections in this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) Article IV and the Escrow Agreement, and disclosures in any paragraph shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than only qualify the corresponding Section in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common Stock.this Article IV:

Escrow Shares. An amount of Trega Common Stock representing one-fourth Ten percent (1/410%) of the Total Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to be issued as of Outstanding INT'X.xxx Options, the Effective Time (i.e.Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to 625,000 shares of Trega Common Stock - the nearest whole share (the "ESCROW SHARES") shall will be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, deposited and pursuant to the terms of, held in escrow in accordance with the Escrow Agreement attached hereto as EXHIBIT C 2.2 (the "ESCROW AGREEMENT")) as the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares shall (A) will be held in the Escrow Account for the benefit of the Entitled Holders (as defined below) withheld on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall among the holders of the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each INT'X.xxx stockholder will be released therefrom only when and as provided determined at the Closing by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth agreement in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions writing of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common Stock.Parent

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of At the Total Shares to be issued as of Closing, Parent shall deposit with the Effective Time (i.e.Escrow Agent, up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms ofEscrow Agreement, 22,198 shares of Parent Preferred Stock Payment Shares (the “Escrow Shares” and together with any dividends, interest, or other income accruing with respect thereto, the “Escrow Agreement attached hereto as EXHIBIT C (Fund”). Upon such deposit, Parent shall be deemed to have contributed to the "ESCROW AGREEMENT")Escrow Fund, on behalf of each Company Holder, such Company Holder’s Pro Rata Portion of the Escrow Shares. The Escrow Shares shall (A) be held used to satisfy claims of the Parent Indemnified Parties for indemnification pursuant to, and subject to the limitations and other terms set forth in, Article V, if any, based on a value per share equal to the Parent Convertible Preferred Stock Liquidation Preference. Any Escrow Shares or other amounts in the Escrow Account for the benefit Fund not so used to satisfy any claims of the Entitled Holders Parent Indemnified Parties for indemnification pursuant to Article V on or before the applicable Expiration Date (as defined belowother than such Escrow Shares with respect to which Parent notifies the Company Holder Committee and the Escrow Agent of a claim for indemnification pursuant to Article V on or before the applicable Expiration Date, which Escrow Shares shall remain in the possession of the Escrow Agent until such claim is fully resolved or judicially determined) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by distributed to the Company Holders based on their respective Pro Rata Portion. The Escrow Agent shall maintain the Escrow Agreement, this Agreement Fund and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be subject release the Escrow Fund pursuant to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Offset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (C) not be assignable or transferable unless and until released pursuant to the terms of the Escrow Agreement, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, which shall be in a form reasonably acceptable to the parties thereto (the “Escrow Agreement”), and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, entered into at any time or from time to time after the Effective Time, shall effect a subdivision of by and among Parent, the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in Company Holder Committee and the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Agent. The Escrow Shares shall be treated held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the same manner as such outstanding shares Merger by the Stockholders shall constitute approval of Trega Common Stockthe Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow.