Common use of Escrow Clause in Contracts

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. As (i) For purposes of facilitating the sole remedy enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued subject to the Stockholders pursuant Repurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the form attached to this Agreement as Exhibit A executed by Buyer, in blank, to the Transaction Merger Secretary of Seller, or the Secretary’s designee (as applicable, the “Escrow SharesAgent”) shall to be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all held in accordance with the terms and conditions provisions of the escrow agreement this Agreement. Any new, substituted or additional securities or other property described in Section 4.4 above shall immediately be deposited with Escrow Agent to be entered into held in escrow. All regular cash dividends on Restricted Stock (or other securities at the Closing between Holdcotime held in escrow) shall be paid directly to Buyer and shall not be held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the RepresentativeRepurchase Right. The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”)may resign at any time. On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), Buyer agrees that if the Escrow Agent resigns as escrow holder for any or no reason, the Board of Directors of Seller shall release 550,000 of have the original number of Escrow Shares power to appoint a successor to serve as escrow holder pursuant to the Stockholders, less any terms of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim this Agreement. Certificates representing the Shares that is then unresolved, in have been released from the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution Repurchase Right shall be delivered to Buyer upon request promptly after such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17release.

Escrow. As security for a Participant’s faithful performance of the sole remedy for the indemnification obligations set forth in Article VII provisions of this Agreement, 1,100,000 of the Holdco participant agrees that the stock certificate(s) evidencing the Restricted Shares to shall be issued delivered to the Stockholders pursuant Escrow Holder, who is hereby appointed to the Transaction Merger (the “Escrow Shares”hold such stock certificate(s) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion and to take all such actions and to effectuate all such transfers and/or releases of such Restricted Shares as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all are in accordance with the terms of this Agreement. The Escrow Holder will act solely for the Corporation as its agent and conditions not as a fiduciary. The Participant and the Corporation agree that the Escrow Holder will not be liable to either (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the escrow agreement Escrow Holder under this subsection (c). The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be entered into at genuine and may rely on the Closing between Holdcoadvice of counsel (which may be counsel for the Corporation) and obey any order of any court with respect to the transactions contemplated by this Agreement. In the event that the Corporation exercises its right to repurchase Restricted Shares held by the Escrow Holder, then upon payment by the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Corporation of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Consideration for such Restricted Shares, the Escrow Agent Holder shall release 550,000 of the original number of Escrow Shares deliver to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in Corporation the same proportions as originally deposited into escrowstock certificate(s) evidencing those Restricted Shares. The remaining Escrow Holder is empowered to act as the Participant’s attorney-in-fact to make such endorsements and execute such stock powers as may be necessary to effect the repurchase contemplated under this Section. The Escrow Holder will release from escrow, and deliver to the Participant, only those stock certificates that evidence the Restricted Shares for which the Corporation’s right to repurchase, as described in subsection (the “Environmental Indemnity Shares”b) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)above, the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17has expired.

Escrow. As If this Agreement or any matter relating hereto shall become the sole remedy for the indemnification obligations set forth in Article VII subject of any litigation or controversy, 45 Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, except losses or 46 expenses as may arise from Escrow Holder's negligence or willful misconduct. If conflicting demands are made or notices 47 served upon Escrow Holder with respect to this Agreement, 1,100,000 the parties expressly agree that Escrow is entitled to file a suit in 48 interpleader and obtain an order from the Court authorizing Escrow Holder to deposit all such documents and monies with the 49 Court, and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among 50 themselves. Upon the entry of an order authorizing such Interpleader, Escrow Holder shall be fully released and discharged Each party acknowledges that he/she has read, understood, and agrees to each and every provision of this page unless a particular paragraph is otherwise modified by addendum or counteroffer. Buyer's Name: Capital Homes LLC 000 Xxxxx xx Xxxx Xx. Xxxxxxxxx, XX BUYER(S) INITIALS: / Property Address: Henderson, 89015 SELLER(S) INITIALS: / 1 from any obligations imposed upon it by this Agreement; and Escrow Holder shall not be liable for the sufficiency or correctness 2 as to form, manner, execution or validity of any instrument deposited with it, nor as to the identity, authority or rights of any 3 person executing such instrument, nor for failure of Buyer or Seller to comply with any of the Holdco Shares provisions of any 4 agreement, contract or other instrument filed with Escrow Holder or referred to herein. Escrow Holder's duties hereunder shall be issued 5 limited to the Stockholders pursuant to the Transaction Merger (the “safekeeping of all monies, instruments or other documents received by it as Escrow Shares”) shall be deposited in escrow (the “Escrow Account”)Holder, which shall be allocated among the Stockholders in the same proportion as and for their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all disposition 6 in accordance with the terms of this Agreement. In the event an action is instituted in connection with this escrow, 7 in which ESCROW HOLDER is named as a party or is otherwise compelled to make an appearance, all costs, expenses 8 attorney fees, and conditions judgments ESCROW HOLDER may expend or incur in said action, shall be the responsibility of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17parties 9 hereto.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately At or prior to the Effective TimeClosing, all in accordance with the terms Purchaser, the OSN Representative, FADL, the Seller Representative and conditions the Escrow Agent shall enter into an Escrow Agreement, effective as of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”)Closing, substantially in the form of attached as Exhibit A hereto (the “Escrow Agreement”). On , pursuant to which (i) the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), Purchaser shall cause to be delivered to the Escrow Agent shall release 550,000 from the Exchange Shares otherwise deliverable at Closing an aggregate of the original number of 28,095,454 Seller Escrow Shares (including (A) 24,372,900 Earn-Out Escrow Shares to be held in the StockholdersEarn-Out Escrow Account and (B) 3,722,554 Seller Indemnification Escrow Shares to be held in the Indemnification Escrow Account and (ii) FADL shall cause to be delivered to the Escrow Agent the FADL Indemnification Escrow Shares to be held in the Indemnification Escrow Account, less in each case along with any earnings thereon (excluding Accrued Dividends) and in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in the Earn-Out Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in the Indemnification Escrow Account shall be allocated among the Sellers holding Class B Purchaser Shares based on each such Seller’s pro rata share of the Class B Purchaser Shares. Each Seller shall have the right to vote its portion of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share) during the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), time held in the Escrow Agent Accounts as Escrow Shares. FADL shall deliver have the Environmental Indemnity right to vote the FADL Indemnification Escrow Shares during the time held in the Indemnification Escrow Account as Escrow Shares. The Parties agree that while any Escrow Shares are held in an Escrow Account, less any dividends or distributions made or otherwise payable on or in respect of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares shall not be paid to the Escrow Account and shall instead be held by Purchaser as Accrued Dividends in accordance with respect to any unresolved claim for indemnification the terms and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach conditions of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17this Agreement.

Escrow. As At the sole remedy Closing, the Buyer shall deliver to the Escrow Agent a stock certificate registered in the name of the Escrow Agent or its nominee representing the Escrow Fund for the purpose of securing the indemnification obligations of the Seller and the Shareholders set forth in Article VII of this Agreement, 1,100,000 of . The Escrow Fund shall be held by the Holdco Shares to be issued to Escrow Agent under the Stockholders Escrow Agreement pursuant to the Transaction Merger (the “terms thereof. The Escrow Shares”) Fund shall be deposited in escrow (the “Escrow Account”)held as a trust fund and shall not be subject to any lien, which attachment, trustee process or any other judicial process of any creditor of any party, and shall be allocated among held and disbursed solely for the Stockholders in the same proportion as their proportionate share purposes of the total Company Common Shares immediately prior to the Effective Time, all and in accordance with the terms and conditions of the Escrow Agreement. Until the termination of the escrow agreement to be entered into at in accordance with the Closing between Holdcoterms of the Escrow Agreement, the RepresentativeSeller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make-up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than $1.00, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and Continental(iii) Seller may not direct any such sale during any blackout period under any insider trading policy or blackoux xxxxxx xx Xxxxr, as escrow agent (“and the Buyer shall promptly execute any and all required joint instructions to the Escrow Agent”)Agent to facilitate any and all such sales of the Escrow Shares. Further, substantially Seller shall have the sole discretion to direct the investment of amounts held in the form of Exhibit A hereto (Escrow Fund pursuant to the “Escrow Agreement”). On investment options specified in, and in accordance with the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”)restrictions of, the Escrow Agent shall release 550,000 of the original number of Escrow Shares Agreement, and Buyer agrees to the Stockholders, less promptly execute any of such shares applied in satisfaction of a claim for indemnification pursuant and all joint instructions to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less to facilitate any of and all such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17investments.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”a) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately Immediately prior to the Effective Time, all an escrow (the "Escrow") shall be established with a bank or trust company designated by the Parent and reasonably acceptable to the Shareholders (the "Escrow Agent") on the terms set forth in accordance Sections 9.6 through 9.9 (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 C with such changes as are reasonably requested by the Escrow Agent. The Escrow Shares and any Additional Escrow Shares shall constitute the escrow fund (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 to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent Fund shall release 550,000 be available to satisfy Shareholders' indemnity obligations under this Article IX. Anything to the contrary in this Agreement notwithstanding, the Shareholders shall have the right to require the Parent Indemnitees to collect on their indemnity claims against the Shareholders under this Agreement by first pursuing and seeking recovery against the Escrow Shares (with the Escrow Shares used to satisfy such indemnity obligations valued at the Per Share Value as of the original number of Effective Date) rather than seeking a cash indemnity payment from the Shareholder (providing that the foregoing shall not preclude the Parent Indemnities from seeking such cash payments in the event the Escrow Shares to Funds are exhausted). In the Stockholdersevent Parent issues any Additional Escrow Shares, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, will be held by Escrow Agent in the same proportions manner as originally deposited into escrowthe Escrow Shares delivered at the Closing. The remaining Escrow Shares (Parent shall pay the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary fees and expenses of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Agent.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Employee, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Employee and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Employee on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Employee shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: “The ownership and transferability of this certificate and these shares are subject to the terms and conditions (including forfeiture) of the Sonus Networks, Inc. 2007 Stock Incentive Plan, as Amended, and a Restricted Stock Award Agreement entered into between the registered owner and Sonus Networks, Inc. Copies of such Plan and the Agreement are on file in the executive offices of Sonus Networks, Inc.” If the Shares are issued to the Employee electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation. As soon as administratively practicable, but not applied later than sixty (60) days, following the vesting of the Shares (as indemnification with respect described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall deliver or cause to such claim upon its resolution shall be delivered to the Employee, or in the case of the Employee’s death, the Employee’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification other legends as the Company deems advisable pursuant to Article VII with respect Section 6 below. If the Shares are issued to (y) the Employee electronically rather than by a breach of stock certificate, the representations and warranties set forth in legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 2.17 and (z) the matters referred in Schedule 2.176 below.

Escrow. As (a) Upon the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 issuance of the Holdco Non-Escrow Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between HoldcoSection 1.4, the Representative, Purchaser shall withhold the Initial Escrow Shares and Continentaldeliver such shares of Purchaser Common Stock to Wilmington Trust N.A., as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Purchaser Indemnified Parties under Article IX. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit A C hereto (the “Escrow Agreement”). On The Escrow Shares will be held by the first anniversary of Escrow Agent until the date that is 12 months after the Closing Date (the “Basic Indemnity Escrow Termination DatePeriod”); provided, however, that in the event any Purchaser Indemnified Party has made a claim under Article IX prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Agent shall release 550,000 of the original will continue to hold such number of Escrow Shares in escrow as is equal to the Stockholdersquotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, less rounded up to the nearest whole share) until such claim is fully and finally resolved. By virtue of the execution of this Agreement by a Member, without any further act of any Member, such Member shall be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) in the manner set forth herein and in the Escrow Agreement, (ii) the use of the Escrow Shares as collateral to secure the rights of the Purchaser Indemnified Parties under Article IX in the manner set forth herein and in the Escrow Agreement, and (iii) the appointment of the Members’ Representative as the representative under the Escrow Agreement of the Members under this Agreement and as the attorney-in-fact and agent for and on behalf of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Member.

Escrow. As At the sole remedy for Closing, Shares with a value of $1 million (valued using a five day trailing average ending on the indemnification obligations set forth second trading day prior to the Closing) ("Escrow Shares") will be held by TMCS in Article VII trust until such time as TMCS and the Shareholders have mutually agreed upon the identify of this an escrow agent ("Escrow Agent") and the terms of an escrow agreement ("Escrow Agreement, 1,100,000 "). Upon agreement of the Holdco parties as to the identity of the Escrow Agent and the terms of the Escrow Agreement (which shall not be unreasonably withheld by either party), TMCS shall immediately transfer the Escrow Shares to escrow accounts administered by the Escrow Agent. Xxxxx X. Xxxxxx will be the beneficiary of the first escrow account (the "First Escrow") and Xxxx X. Xxxxxx will be the beneficiary of the second escrow account (the "Second Escrow"). The First and Second Escrows are sometimes referred to individually as an Escrow and together as the Escrows. Immediately prior to depositing the Escrow Shares in Escrow, the parties to the Escrows will enter into the Escrow Agreements with the respective Escrow administrators. The Escrow Shares to be issued deposited into the Escrows will be divided between the First Escrow and Second Escrow as follows: Seventy Six Percent (76%) of the Escrow Shares shall be placed in the First Escrow and Twenty Four Percent (24%) of the Escrow Shares shall be placed in the Second Escrow. Each Escrow will serve as a non-exclusive fund against which post-closing claims by TMCS based on breaches of representations, warranties or covenants in the Original Agreement can be paid (subject to the Stockholders pursuant several liability limitation and other indemnification limitations of the Original Agreement). The Escrow Agreement will provide that the Shareholder who is the beneficiaries of the respective Escrow has exclusive rights to direct the retention or sale of the Shares held subject to the Transaction Merger applicable Escrow Agreement and, if such Shares are sold, to reinvest the proceeds, subject to (a) the “Escrow Shares”limitation that any proceeds be invested only in money market funds, United States or United States agency debt with a duration of one year or less, corporate bonds with an "A" or better rating with a duration of one year or less, or Standard & Poors 500 index funds which contain $1 billion or more in invested assets and (b) shall be deposited in escrow applicable federal and state securities laws; provided, however, that no more than one half (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share 1/2 ) of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions proceeds of the escrow agreement to sale of Shares in Escrow may be entered into at invested in Standard & Poors Index funds. Each Escrow will terminate on the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first 18-month anniversary of the Closing Date closing of the Original Agreement unless TMCS has given a valid Claim Notice (as defined in the “Basic Indemnity Original Agreement) under the indemnification provisions of the Original Agreement prior to such time. Upon termination of the Escrow, Shares or other permitted investments subject to each Escrow Termination Date”), will be paid over to the Shareholder(s) who are beneficiaries of such accounts to the extent such assets have not been paid over to TMCS under the terms of the Escrow Agent shall release 550,000 of the original number of Escrow Shares Agreement. TMCS represents and warrants that, to the Stockholdersactual knowledge of its Chief Financial Officer, less General Counsel and President, without any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolvedinvestigation thereof, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach none of the representations and warranties set forth of the Company and the Shareholders in Section 2.17 4 of the Original Agreement are inaccurate or have been breached. The Shareholders represent and (z) warrant that, to their actual knowledge, without any investigation thereof, none of the matters referred representations and warranties of TMCS and the Merger Sub in Schedule 2.17Section 5 of the Original Agreement are inaccurate or have been breached.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share Secretary of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and ContinentalCompany, as escrow agent (“the "Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”"). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (iii) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Employee, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Employee and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and not applied as indemnification disbursements incurred by the Escrow Agent in connection with respect to such claim upon the performance of its resolution duties hereunder shall be delivered borne by the Company. Any stock certificate issued to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means the Employee representing unvested Shares shall have affixed thereto a claim for indemnification pursuant legend in substantially the following form: "These shares of stock are subject to Article VII with respect to (y) a breach of the representations forfeiture provisions and warranties restrictions on transfer set forth in Section 2.17 an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (z) or his or her predecessor in interest), and such Agreement is available for inspection without charge at the matters referred in Schedule 2.17office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. As On the sole remedy for Closing Date, the indemnification obligations set forth in Article VII of this AgreementPurchaser shall pay to XX Xxxxxx Chase, 1,100,000 of the Holdco Shares to be issued as agent to the Stockholders pursuant to Purchaser, the Transaction Merger Seller and the Sellers’ Representative (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially to the account designated by the Escrow Agent, the Escrow Amount, in accordance with the terms of Section 3.2 of this Agreement and the Escrow Agreement. Excluding payments arising under Section 3.3 (including any failure to make such payments arising under Section 3.3), any payment that a Seller Party is obligated to make to any Purchaser Indemnified Party pursuant to this Article X (each, a “Claim”) shall be paid first, to the extent there are sufficient funds in the form of Exhibit A hereto (Escrow Account, from the “Escrow Agreement”)Account. On the first anniversary of date that is 18 months following the Closing Date (such date, the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares Amount plus all accrued interest thereon (to the Stockholdersextent not utilized to pay any Purchaser Indemnified Party for any Claim) to the Seller, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim except that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver retain an amount (up to the Environmental Indemnity Shares, less any total amount then held by the Escrow Agent) equal to the amount of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim all Claims for indemnification and under this Article X asserted in accordance with Section 10.3 prior to the Escrow Termination Date but not applied as indemnification with respect to such claim upon its resolution yet resolved (“Unresolved Claims”). The Escrow Amount retained for Unresolved Claims shall be delivered released by the Escrow Agent (to the extent not utilized to pay the Purchaser Indemnified Parties for any such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach 73 claims resolved in favor of the representations Purchaser Indemnified Parties) upon their resolution in accordance with this Article X and warranties set forth the terms of the Escrow Agreement. The Purchaser and the Sellers’ Representative shall jointly instruct the Escrow Agent in Section 2.17 writing to release the funds from the Escrow Account in accordance with this Article X and (z) the matters referred in Schedule 2.17other terms of this Agreement.

Escrow. As Within three (3) business days after the sole remedy for the indemnification obligations set forth in Article VII date ------ of execution of this Agreement, 1,100,000 the parties shall open an Escrow with Escrow Holder, at Escrow Holder's office. The Escrow shall be deemed opened when the parties have given Escrow Holder an executed copy of this Agreement. This Agreement shall serve as escrow instructions to Escrow Holder, and the parties shall execute additional instructions if Escrow Holder so requires, provided that such instructions do not change the terms of this Agreement but merely offer protection for Escrow Holder. Any additional instructions shall provide that this Agreement shall prevail in case of any inconsistency between it and the additional instructions. Escrow shall close on the Closing Date concurrently with the closing of the Holdco Shares to be issued to transaction contemplated by this Agreement, and the Stockholders pursuant to parties acknowledge that the Transaction Merger Bargain and Sale Deeds ("Deeds") and the “Escrow Shares”) Memoranda of Lease shall be deposited in escrow (with Escrow Holder for recordation at the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance Closing Date consistent with the terms of this Agreement. When Title Company (hereinafter defined) is in a position to issue the Title Policies (hereinafter defined), and conditions upon instructions from Seller and Buyer, Escrow Holder shall immediately close Escrow by recording the Deeds and the Memoranda of Lease in the escrow agreement appropriate counties. The failure of Seller or Buyer to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“in a position to close Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of by the Closing Date (for any reason other than failure of a condition shall constitute a default under this Agreement. If Escrow Holder is not in a position to close Escrow on the “Basic Indemnity Closing Date, it shall close as soon thereafter as possible, unless prior to closing, it receives notice from either party directing it not to close. Close of Escrow Termination Date”), the shall occur when Escrow Agent shall release 550,000 Holder performs all of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.acts listed below:

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Participant, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 8). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 8, the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Participant, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and not applied as indemnification disbursements incurred by the Escrow Agent in connection with respect to such claim upon the performance of its resolution duties hereunder shall be delivered borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification Shares pursuant to Article VII with respect Section 2 hereof. As a condition to (y) the receipt of this Agreement, the Participant shall deliver to the Company a breach of Stock Power in the representations and warranties set forth form attached hereto as Exhibit A, duly endorsed in Section 2.17 and (z) blank, relating to the matters referred in Schedule 2.17.Shares. Each certificate representing the Shares shall bear the following legend:

Escrow. As On the sole remedy for the indemnification obligations set forth in Article VII of this AgreementClosing Date, 1,100,000 of the Holdco Shares to be issued to the Stockholders Buyer shall, pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”)provisions of Section 2.4, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior deliver to the Effective TimeEscrow Agent, all as agent of Buyer, the Escrow Note, in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing. The Escrow Agent shall hold the Escrow Note in accordance with, and subject to, the terms and conditions of the escrow agreement Escrow Agreement, which shall, among other things, provide that, (a) any interest that becomes due and payable under the Escrow Note will be paid to be entered into at the Closing between Holdco, the Sellers’ Representative, and Continental, as escrow agent (“will not be held by the Escrow Agent”), substantially whether or not there are any pending claims for indemnification pursuant to this Article 10, (b) any claims for indemnification pursuant to this Article 10 shall first be satisfied from the then outstanding principal amount of the Escrow Note and second from any funds in the form of Exhibit A hereto Escrow Account and (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), c) any amount by which the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied Note is reduced in satisfaction of a claim for indemnification pursuant to this Article VII 10 shall be used to reduce the principal of the Escrow Note; provided, however, that the amounts payable under the Escrow Note and any of such shares related to a claim that is then unresolved, funds in the same proportions as originally deposited into escrow. The Escrow Account shall not be paid to the Sellers’ Representative to the extent that the then-remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary principal amount of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), Note and funds in the Escrow Agent shall deliver the Environmental Indemnity Shares, less Account may be required to satisfy any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to this Article VII 10 that has been brought in good faith and with respect written notice (including reasonable detail and reasonable specificity, to (ythe extent known, as to nature and amount) a breach on or prior to the General Survival Date and which has not been finally resolved. Promptly after the delivery to the Sellers’ Representative upon the release of the representations Escrow Amount of any cash balance of the Escrow Note and warranties set forth funds in Section 2.17 and (z) the matters referred Escrow Account to which the Sellers’ Representative is entitled under the Escrow Agreement, the Sellers’ Representative shall pay to each Seller such Seller’s share of such remaining cash balances of the Sellers’ Representative Reserves that have not been used to reimburse the Sellers’ Representative for costs incurred in Schedule 2.17the performance of their duties as Sellers’ Representative under this Agreement, pro rata in accordance with the Sellers’ respective percentage interests.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this AgreementPurchaser agrees, 1,100,000 immediately upon receipt of the Holdco share certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser (with the date, transferee, stock certificate number and number of Shares left blank), to be issued to the Stockholders pursuant to the Transaction Merger Massaleh Investments located at Chamber of Xxxxxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxx 00000, Xxxxxxxxx: Bashae’r Bader Al-Omar (xxxxxxx@xxxxxxxxxxxxxx.xxx) (the “Escrow Shares”) shall be deposited in escrow (the “Escrow AccountHolder”), which shall be allocated among the Stockholders who is hereby appointed to hold such certificate(s) and Stock Powers in the same proportion escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all are in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially this Agreement for a fee in the form amount of Exhibit A hereto THIRTY THOUSAND US DOLLARS ($30,000) per annum (the “Escrow AgreementFee”). On The Escrow Fee shall be initially paid by the first Company on the date hereof and thereafter on subsequently anniversary of the Closing Date date hereof. Escrow Holder will act solely for the Company as its agent and not as a fiduciary. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number duties of Escrow Shares Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the Stockholders, less advice of counsel and obey any order of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only court with respect to Environmental Indemnification Claims (each the transactions contemplated by this Agreement. The Shares will be retained in escrow so long as hereinafter defined). On the second anniversary Loan Amount remains outstanding and no Event of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Default has occurred.

Escrow. As the sole remedy security for the indemnification obligations set forth in Article VII Purchaser's faithful performance of this Agreement, 1,100,000 Purchaser agrees, immediately upon receipt of the Holdco stock certificate(s) evidencing Unvested Shares to be issued subject to the Stockholders pursuant Repurchase Option or Shares purchased with a promissory note, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (with the date and number of Shares left blank), to the Transaction Merger Secretary of the Company or other designee of the Company (the “"Escrow Shares”Holder"), who is hereby appointed to hold such certificate(s) shall be deposited and Stock Powers in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion and to take all such actions and to effectuate all such transfers and/or releases of such Shares as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all are in accordance with the terms of this Agreement. Purchaser and conditions the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the escrow agreement Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed by any signature purported to be entered into at genuine and may rely on the Closing between Holdco, the Representative, advice of counsel and Continental, as escrow agent (“Escrow Agent”), substantially in the form obey any order of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only court with respect to Environmental Indemnification Claims (each as hereinafter defined)the transactions contemplated by this Agreement. On the second anniversary The Shares will be released from escrow upon termination of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Repurchase Option for Unvested Shares [NOTE FOR PREPARATION OF SPECIFIC EXERCISE AGREEMENT: ADD IF SHARES ARE PLEDGED:] [PROVIDED, the Escrow Agent shall deliver the Environmental Indemnity SharesHOWEVER, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17THAT THE SHARES WILL BE RETAINED IN ESCROW SO LONG AS THEY ARE SUBJECT TO THE PLEDGE AGREEMENT].

Escrow. As Concurrently with the sole remedy for the indemnification obligations set forth in Article VII execution and delivery of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger Buyer and Seller shall jointly open an escrow (the “Escrow SharesEscrow”) shall be deposited in escrow for this purchase and sale transaction with Chicago Title Insurance Company, at its office located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, ATTN: Xxxxxx Xxxx (the “Escrow AccountTitle Company”), which shall be allocated among act as the Stockholders escrow holder for this transaction. As used herein, the term “Escrow Holder” shall mean and refer to Title Company acting in its capacity as the same proportion as their proportionate share administrator of the total Escrow and any applicable escrow accounts relating to the purchase and sale transaction contemplated by this Agreement, and any other references to Title Company Common Shares immediately shall mean and refer to Title Company acting in its capacity as the issuer of the Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or supplemental escrow, title and closing instructions as may be necessary or convenient from time to time prior to the Effective TimeClosing to implement the terms of this Agreement. Seller and Buyer agree that: (a) the duties of Escrow Holder are only as herein specifically provided and Escrow Holder shall incur no liability whatsoever except for its own willful misconduct or gross negligence; (b) in the performance of its duties hereunder, all Escrow Holder shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (c) Escrow Holder may assume that any person purporting to give any notice of instructions in accordance with the terms provisions hereof has been duly authorized to do so; (d) Escrow Holder shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and conditions signed by Escrow Holder, Seller and Buyer; (e) except as otherwise provided in Section 4.4(b), Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Holder arising out of or in connection with its acceptance of, or the escrow agreement performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (f) each of Seller and Buyer hereby releases Escrow Holder from any act done or omitted to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“done by Escrow Agent”), substantially Holder in good faith in the form performance of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 duties hereunder; and (zg) the matters referred in Schedule 2.17Escrow Holder may resign upon ten (10) days written notice to Seller and Buyer. If a successor Escrow Holder is not appointed by Seller and Buyer within such ten (10) day period, Escrow Holder may petition a court of competent jurisdiction to name a successor.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to At the Effective Time, all cash in accordance with an amount equal to the terms and conditions of the escrow agreement Escrow Amount shall be delivered or caused to be entered into at the Closing between Holdco, the Representative, and Continentaldelivered by Parent to LaSalle Bank National Association, as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially in the form of attached as Exhibit A hereto hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). On The Escrow Agreement shall be entered into prior to the first Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the holders of Company Stock, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Company Stockholders’ indemnification obligations under Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Company Stockholders, and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement; provided, however, that, to the extent permitted by applicable law and to the extent provided in the Escrow Agreement, the Escrow Funds shall be considered assets of Parent solely for income Tax purposes. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the holders of Company Stock shall constitute approval by such holders, as to the specific terms of the Merger, and the irrevocable agreement of Company Stockholders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. indemnification obligations set forth in Article IX hereof and the appointment and sole authority to act on behalf of the Company Stockholders of the Stockholders’ Representative, as provided for herein and in the Escrow Agreement. The release of the Escrow Funds (or any portion thereof) will occur on the fifteen (15) month anniversary of the Closing Date (Closing, and will be subject to the “Basic Indemnity Escrow Termination Date”), terms hereof and of the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Agreement.

Escrow. As At the sole remedy Closing, the Buyer shall deliver to the Escrow Agent a stock certificate registered in the name of the Escrow Agent or its nominee representing the Escrow Fund for the purpose of securing the indemnification obligations of the Seller and the Members set forth in Article VII of this Agreement, 1,100,000 of . The Escrow Fund shall be held by the Holdco Shares to be issued to Escrow Agent under the Stockholders Escrow Agreement pursuant to the Transaction Merger (the “terms thereof. The Escrow Shares”) Fund shall be deposited in escrow (the “Escrow Account”)held as a trust fund and shall not be subject to any lien, which attachment, trustee process or any other judicial process of any creditor of any party, and shall be allocated among held and disbursed solely for the Stockholders in the same proportion as their proportionate share purposes of the total Company Common Shares immediately prior to the Effective Time, all and in accordance with the terms and conditions of the Escrow Agreement. Until the termination of the escrow agreement to be entered into at in accordance with the Closing between Holdcoterms of the Escrow Agreement, the RepresentativeSeller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make-up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than the average closing price of Buyer Common Stock for the five (5) trading days immediately preceding the Closing, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and Continental(iii) Seller may not direct any such sale during any blackout period under any xxxxxxx xxxxxxx policy or blackout policy of Buyer, as escrow agent (“and the Buyer shall promptly execute any and all required joint instructions to the Escrow Agent”)Agent to facilitate any and all such sales of the Escrow Shares. Further, substantially Seller shall have the sole discretion to direct the investment of amounts held in the form of Exhibit A hereto (Escrow Fund pursuant to the “Escrow Agreement”). On investment options specified in, and in accordance with the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”)restrictions of, the Escrow Agent shall release 550,000 of the original number of Escrow Shares Agreement, and Buyer agrees to the Stockholders, less promptly execute any of such shares applied in satisfaction of a claim for indemnification pursuant and all joint instructions to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less to facilitate any of and all such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17investments.

Escrow. As At the sole remedy for Closing, the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of Purchaser shall withhold the Holdco Initial Escrow Shares and deliver such Initial Escrow Shares to be issued to the Stockholders pursuant to the Transaction Merger Wilmington Trust N.A., as escrow agent (the “Escrow Shares”) shall be deposited in escrow (the “Escrow AccountAgent”), which to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.6(a) and of the Indemnified Parties under ARTICLE X. The Escrow Shares shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior held pursuant to the Effective Time, all in accordance with the terms and conditions provisions of the an escrow agreement to be entered into at among the Closing between HoldcoPurchaser, the Representative, Escrow Agent and Continental, as escrow agent (“Escrow Agent”), the Stockholders’ Representative substantially in the form of Exhibit A EXHIBIT B hereto (the “Escrow Agreement”). On the first anniversary date that is six months after the Closing Date, any of the Closing Date Escrow Shares not previously released by the Escrow Agent as of such date shall be released by the Escrow Agent (the “Basic Indemnity Escrow Termination DatePeriod”); provided, however, that in the event any Indemnified Party has made a claim under ARTICLE X prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Agent Period shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII continue (and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent will continue to hold such number of the Escrow Shares in escrow as is equal to the quotient obtained by dividing: (i) any claimed amounts by (ii) the Closing Per Share Price, rounded up to the nearest whole share, until such claim is fully and finally resolved. By virtue of the execution of this Agreement by a Stockholder, without any further act of any Stockholder, such Stockholder shall deliver be deemed to have consented to and approved (A) the Environmental Indemnity Sharesuse of the Escrow Shares as collateral to secure the rights of the Purchaser pursuant to Section 1.6(a) in the manner set forth herein and in the Escrow Agreement, less any (B) the use of the Escrow Shares as collateral to secure the rights of the Indemnified Parties under ARTICLE X in the manner set forth herein and in the Escrow Agreement, and (C) the appointment of the Stockholders’ Representative as the representative under the Escrow Agreement of the Stockholders under this Agreement and as the attorney-in-fact and agent for and on behalf of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Stockholder.

Escrow. As Notwithstanding the sole remedy for the indemnification obligations set forth in provisions of Article VII I of this Agreement, 1,100,000 Parent will deposit with the Escrow Agent a number of the Holdco Shares to be issued shares of Parent Common Stock equal to the Stockholders pursuant to quotient of (a) Twenty Million Dollars ($20,000,000) divided by (b) the Transaction Merger Average Pre-Closing Price of Parent Common Stock (the “Escrow Shares”) shall to be deposited in escrow (held and disbursed by the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all Agent in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”)The Company will be deemed, without any action on its part, to have received and deposited with the Escrow Agent shall release 550,000 pursuant to the Escrow Agreement the Escrow Shares. All shares of Parent Common Stock to be received by the original number of Company in connection with the Mergers, other than the Escrow Shares will be distributed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification Company pursuant to Article VII and any I of such shares related to this Agreement. The Escrow Shares will be represented by a claim that is then unresolved, certificate registered in the same proportions as originally deposited into escrowname of the nominee of the Escrow Agent (with the Company being the beneficial owner of the Escrow Shares). The remaining Escrow Shares (To the “Environmental Indemnity Shares”) shall be available for indemnification only extent that any dividend or distribution, or other transaction with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary Escrow Shares, results in a liability for Tax, such Tax liability will be that of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Company and not of Parent, the Escrow Agent shall deliver the Environmental Indemnity SharesTTH Surviving Corporation, less MHI Surviving Corporation or any other Subsidiary of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrowParent. Any Escrow Shares held and all voting rights with respect to any unresolved claim the Escrow Shares will be exercisable by the Company as of the Effective Time. Parent, the Company, the Merger Subs and the Target Companies hereby agree and acknowledge that the Escrow Shares will be treated as transferred to and owned by the Company as of the Effective Time and at all times thereafter for indemnification and not applied as indemnification with respect all Tax purposes. The Escrow Shares will be used to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification satisfy indemnity claims made by Parent pursuant to Article VII with respect to (ySection 7.2(e) a breach and Section 9.2(a) of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17this Agreement.

Escrow. As (a) Upon the sole remedy for Closing, Parent shall withhold the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of Escrow Cash Amount and the Holdco Escrow Shares to be issued to the Stockholders pursuant to the Transaction Merger (the Escrow Cash Amount and the Escrow Shares being collectively referred to as the “Indemnity Escrow SharesAmount”) shall be deposited in escrow (the “Escrow Account”)and deliver such cash and shares to JPMorgan Chase Bank, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective TimeNA, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentala national banking association, as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Indemnified Parties under Section 9. The Indemnity Escrow Amount shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit A EXHIBIT H hereto (the “Escrow Agreement”). On The Escrow Shares will be represented by a certificate or certificates issued in the first anniversary name of the Escrow Agent, and the Indemnity Escrow Amount will be held by the Escrow Agent until the date that is 18 months after the Closing Date (the “Basic Indemnity Escrow Termination DatePeriod”); provided, however, that in the event any Indemnified Party has made a claim under Section 9 prior to the end of the Indemnity Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Indemnity Escrow Period shall continue (and the Escrow Agent shall release 550,000 will continue to hold an amount of cash and shares in escrow equal to any claimed amounts) until such claim is fully and finally resolved. By virtue of the original number execution of this Agreement by a Shareholder, without any further act of any Shareholder, such Shareholder shall be deemed to have consented to and approved (i) the use of the Indemnity Escrow Shares Amount as collateral to secure the Stockholdersrights of the Indemnified Parties under Section 9 in the manner set forth herein and in the Escrow Agreement, less any and (ii) the appointment of the Shareholders’ Representative as the representative under the Escrow Agreement of the Shareholders under this Agreement and as the attorney-in-fact and agent for and on behalf of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Shareholder.

Escrow. As Within ten (10) days after Buyer's execution hereof an escrow shall be opened by depositing a signed copy of this Agreement with the sole remedy for Escrow Holder. Escrow Holder is hereby authorized and instructed to act in accordance with the indemnification obligations set forth in Article VII provisions of this Agreement, 1,100,000 which Agreement together with Escrow Holder's Standard general provisions, shall constitute Escrow Holder's escrow instructions. Seller and Buyer shall each deposit such other instruments and funds as are necessary to close the escrow and complete the sale and purchase of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all property in accordance with the terms hereof. The obligations of each party which are herein agreed to be undertaken by each party in the escrow shall be and conditions are hereby made agreements of such party in and under this Agreement independent of the escrow agreement escrow. If any requirements relating to be entered into at the Closing between Holdcoduties or obligations of Escrow Holder hereunder are not acceptable to Escrow Holder, or if Escrow Holder requires additional instructions, the Representativeparties agree to make such deletions, substitutions and additions to these escrow instructions relating to such duties or obligations of Escrow Holder or clarification of these instructions as counsel for Seller and for Buyer shall mutually approve, and Continentalwhich do not substantially change this Agreement or its intent. Seller and Buyer agree to perform, as observe and fulfill the requirements of this Agreement notwithstanding said deletions, substitutions or additions to said escrow agent (“Escrow Agent”), substantially instructions. Seller and Buyer shall deposit all necessary documents with the escrow holder in the form a timely manner. The date for close of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent escrow shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification be determined pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.1720 hereof.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and ContinentalCompany's transfer agent, as escrow agent (“the "Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”"). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (iii) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Employee, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Employee and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and not applied as indemnification disbursements incurred by the Escrow Agent in connection with respect to such claim upon the performance of its resolution duties hereunder shall be delivered borne by the Company. Any stock certificate issued to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means the Employee representing unvested Shares shall have affixed thereto a claim for indemnification pursuant legend in substantially the following form: "These shares of stock are subject to Article VII with respect to (y) a breach of the representations forfeiture provisions and warranties restrictions on transfer set forth in Section 2.17 an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (z) or his or her predecessor in interest), and such Agreement is available for inspection without charge at the matters referred in Schedule 2.17office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. As To insure the sole remedy availability for delivery of Grantee’s unvested Shares upon cancellation and forfeiture pursuant to Section 4, Grantee hereby irrevocably appoints the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 Secretary of the Holdco Shares to be issued to Company or any other person designated by the Stockholders pursuant to the Transaction Merger Company (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially as escrow agent and as its attorney-in-fact to deliver unto the Company such unvested Shares, if any, forfeited to the Company and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the unvested Shares. The unvested Shares shall be held by the Escrow Agent in the form of Exhibit A hereto (the “Escrow Agreement”)escrow until such unvested Shares become vested, or until such time as this Agreement is no longer in effect. On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 of promptly deliver to Grantee the original number of Escrow certificate or certificates representing such vested Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect Agent’s possession belonging to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Grantee, and the Escrow Agent shall deliver be discharged of all further obligations hereunder; provided, however, that the Environmental Indemnity Shares, less Escrow Agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. Grantee hereby irrevocably authorizes and directs the Escrow Agent to transfer the unvested Shares which have been cancelled and forfeited to the Company. The Escrow Agent shall not be liable for any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related act it may do or omit to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held do with respect to any unresolved claim for indemnification holding the Shares in escrow and not applied as indemnification with respect to such claim upon while acting in good faith and in the exercise of its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17judgment.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in The parties have opened an escrow (the “Escrow”) with the Escrow Account”)Holder. This Agreement, which together with such further instructions, if any, as the parties shall be allocated among provide to the Stockholders in Escrow Holder, shall constitute the same proportion as their proportionate share escrow instructions to the Escrow Holder. Upon Escrow Holder’s receipt of any notice from Seller or Purchaser directing the disposition of the total Company Common Shares immediately prior Deposit, Escrow Holder shall only deliver the Deposit pursuant to such notice after Escrow Holder first sends written notice to Seller and Purchaser stating that Escrow Holder intends to deliver the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the RepresentativeDeposit as so directed, and Continentalneither Seller nor Purchaser provide a written notice to Escrow Holder objecting to such proposed delivery within four (4) business days thereafter. If neither Seller nor Purchaser provides such written objection to Escrow Holder within such four (4) business day period, Escrow Holder shall deliver the Deposit as escrow agent so directed. If either Seller or Purchaser provide such written objection to Escrow Holder within such four (“4) business day period or the parties give the Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Holder contradictory instructions, the Escrow Agent Holder shall release 550,000 have the right at its election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves, and the Escrow Holder is authorized to deposit with the clerk of court all documents and funds held in this Escrow. In the event such action is filed, each of the original number parties agree to pay one-half (1/2) of the Escrow Shares Holder’s cancellation charges and costs, expenses and reasonable attorney’s fees that the Escrow Holder is required to expend or incur in the Stockholdersinterpleader action, less any the amount thereof to be fixed and judgment therefor to be rendered by the court. Upon the filing of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)an action, the Escrow Agent Holder shall deliver thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the Environmental Indemnity Shares, less any terms of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Escrow.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Participant, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Participant, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: “The ownership and transferability of this certificate and these shares are subject to the terms and conditions (including forfeiture) of the Sonus Networks, Inc. 2007 Stock Incentive Plan, as Amended, and a Restricted Stock Award Agreement entered into between the registered owner and Sonus Networks, Inc. Copies of such Plan and the Agreement are on file in the executive offices of Sonus Networks, Inc.” If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not applied later than sixty (60) days, following the vesting of the Shares (as indemnification with respect described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to such claim upon its resolution shall be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification other legends as the Company deems advisable pursuant to Article VII with respect Section 6 below. If the Shares are issued to (y) the Participant electronically rather than by a breach of stock certificate, the representations and warranties set forth in legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 2.17 and (z) the matters referred in Schedule 2.176 below.

Escrow. As At the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the First Effective Time, all in accordance with Parent, Escrow Agent and the terms and conditions of the escrow agreement to be Stockholder Representatives shall have entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“an Escrow Agent”), Agreement in substantially in the form of attached hereto as Exhibit A hereto E (the “Escrow Agreement”). On The Escrow Amount will be withheld from (a) the first anniversary Total Closing Consideration otherwise deliverable to Company Stockholders eligible to receive shares of Parent Common Stock pursuant to Section 2.1(a)(iii) above and deposited by Parent and (b) the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares cash amounts payable to Nonaccredited Holders pursuant to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions Cancellation Agreements as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 2.1(a)(iv), and shall be held by the Escrow Agent in escrow for the payment of Damages to which any Parent Indemnified Person may be entitled under Article IX of this Agreement. At the First Effective Time, the Company Stockholders (other than Company Stockholders holding shares of Company Capital Stock which constitute Dissenting Shares) and the Nonaccredited Holders will be deemed to have received and deposited with the Escrow Agent the Parent Common Stock or cash, as applicable, representing the Escrow Amount, without any action by the Company Stockholders or Nonaccredited Holders, in accordance with each such Person’s Escrow Pro Rata Share. Subject to any claims for indemnification made by the Parent, the Escrow Amount shall be released (y) as shares of Parent Common Stock to the Company Stockholders and (z) as cash payments to the matters referred Nonaccredited Holders, in Schedule 2.17each case on the Expiration Date based on such Person’s Escrow Pro Rata Share. Approval by the Company Stockholders of this Agreement shall constitute approval of the Escrow Agreement and all arrangements relating thereto, including without limitation the placement of the Escrow Amount with the Escrow Agent and the appointment of the Stockholders’ Representatives as set forth in Section 9.10 below.

Escrow. As To insure the sole remedy availability for delivery of Grantee’s unvested Shares upon cancellation and forfeiture pursuant to Section 4, Grantee hereby irrevocably appoints the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 Secretary of the Holdco Shares to be issued to Company or any other person designated by the Stockholders pursuant to the Transaction Merger Company (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially as escrow agent and as its attorney‑in‑fact to deliver unto the Company such unvested Shares, if any, forfeited to the Company and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the unvested Shares. The unvested Shares shall be held by the Escrow Agent in the form of Exhibit A hereto (the “Escrow Agreement”)escrow until such unvested Shares become vested, or until such time as this Agreement is no longer in effect. On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 of promptly deliver to Grantee the original number of Escrow certificate or certificates representing such vested Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect Agent’s possession belonging to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Grantee, and the Escrow Agent shall deliver be discharged of all further obligations hereunder; provided, however, that the Environmental Indemnity Shares, less Escrow Agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. Grantee hereby irrevocably authorizes and directs the Escrow Agent to transfer the unvested Shares which have been cancelled and forfeited to the Company. The Escrow Agent shall not be liable for any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related act it may do or omit to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. Transferability. Unvested Shares may not be transferred in any unresolved claim for indemnification manner. Transfer or sale of vested Shares is subject to restrictions on transfer imposed by the Plan and not applied as indemnification with respect this Agreement, and any applicable state and federal securities laws. Any transferee shall hold such Shares subject to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach all the provisions of the representations Plan and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17of this Agreement.

Escrow. As For purposes of facilitating the sole remedy enforcement of the provisions ------ of Section 1(a) above, the Stockholder agrees to deliver the certificate(s) for the indemnification obligations set forth Shares, together with an Assignment Separate from Certificate in Article VII of the form attached to this AgreementAgreement as Attachment A executed by the Stockholder and by ------------ the Stockholder's spouse (if required for transfer), 1,100,000 in blank, to the Secretary of the Holdco Shares Company, or the Secretary's designee, to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”hold such certificate(s) shall be deposited and Assignment Separate from Certificate in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion and to take all such actions and to effectuate all such transfers and/or releases as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all are required in accordance with the terms and conditions of this Agreement. The Stockholder hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow agreement holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. The Stockholder agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be entered into genuine and may resign at any time. The Stockholder agrees that if the Closing between HoldcoSecretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Representative, and Continental, Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent holder pursuant to the terms of this Agreement. Upon release of any Shares from the repurchase option pursuant to this agreement, the escrow holder shall deliver (“Escrow Agent”)a) ninety percent (90%) of such released shares (i) if such release occurs prior to July 1, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”)2000, to the Escrow Agent shall holding shares pursuant to the Lock-Up Escrow Agreement to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the terms thereof, and (ii) if such release 550,000 occurs after June 30, 2000, to the Stockholder; and (b) ten percent (10%) of such released shares (i) if such release occurs prior to the release of escrowed shares under section 2(d) of the original number of Indemnity Escrow Shares Agreement to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the terms thereof, and (ii) if such release occurs after such date, to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Stockholder.

Escrow. As 1.1 On the sole remedy Effective Date, (a) the Buyer shall deliver to the Escrow Agent, on behalf of each Seller, such Seller's portion of the Escrow Amount in Escrow Cash or a certificate registered in the name of "Computershare Trust Company, Inc. as Escrow Agent for the indemnification obligations ViaSat/U.S. Monolithics Escrow dated January 4, 2002" representing such Seller's Escrow Shares, as set forth in Article VII Schedule I. The Escrow Amount, together with any cash, interest, securities or other property issued in respect thereof (including, without limitation, any capital stock issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification of any kind) shall become part of, and is hereinafter referred to collectively as, the "Escrow Fund." The Escrow Agent shall maintain an escrow account for each Seller showing the number of Escrow Shares or the amount of Escrow Cash held by the Escrow Agent for that Seller (the "Escrow Account"). Escrow Account statements shall be mailed to the Seller Representatives following any distribution of the Escrow Fund in accordance with Section 2 of this Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, 1,100,000 attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall accept delivery of the Holdco Shares to be issued to Escrow Fund and hold and dispose of the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited Fund in escrow (the “Escrow Account”"Escrow"), which subject to the terms and conditions of this Escrow Agreement. Subject to the requirements hereof, the Escrow shall be allocated among in existence immediately upon execution of this Escrow Agreement and shall terminate at 5:00 p.m. Pacific Time on the Stockholders in date the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all entire Escrow Fund has been completely disbursed in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“this Escrow Agent”), substantially in the form of Exhibit A hereto Agreement (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow "Termination Date”"), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. As Upon the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 issuance of the Holdco Non-Escrow Shares in accordance with Section 1.4(a), the Purchaser shall withhold the Escrow Shares and deliver such shares of Purchaser Stock to be issued to the Stockholders pursuant to the Transaction Merger Wilmington Trust, N.A., as escrow agent (the “Escrow Shares”) shall be deposited in escrow (the “Escrow AccountAgent”), which to be held by the Escrow Agent as collateral to secure the rights of the Indemnified Parties under Article VIII. The Escrow Shares shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior held pursuant to the Effective Time, all in accordance with the terms and conditions provisions of the an escrow agreement to be entered into at among the Closing between HoldcoPurchaser, the Representative, Escrow Agent and Continental, as escrow agent (“Escrow Agent”), the Shareholders’ Representative substantially in the form of Exhibit A C hereto (the “Escrow Agreement”). On The Escrow Shares will be held by the first anniversary of Escrow Agent until the Closing Financing Due Date (the “Basic Indemnity Escrow Termination DatePeriod”); provided, however, that in the event any Indemnified Party has made a claim pursuant to Article VIII prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Agent shall release 550,000 of the original will continue to hold such number of Escrow Shares in escrow as is equal to the Stockholdersquotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, less any of such shares applied in satisfaction of a claim for indemnification pursuant rounded up to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrownearest whole share. The remaining Escrow Shares (the “Environmental Indemnity Shares”) Period shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification continue solely with respect to such Escrow Shares until such claim upon its resolution is fully and finally resolved pursuant to this Agreement. By virtue of the execution of this Agreement by a Shareholder, without any further act of any Shareholder, such Shareholder shall be delivered deemed to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant have consented to Article VII with respect to and approved (yi) a breach the use of the representations and warranties Escrow Shares as collateral to secure the rights of the Indemnified Parties under Article VIII in the manner set forth herein and in Section 2.17 the Escrow Agreement, and (zii) the matters referred in Schedule 2.17appointment of the Shareholders’ Representative as the representative of the Shareholders under this Agreement and the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of such Shareholder.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this AgreementSubject to adjustment under Section 1.9, 1,100,000 ninety percent (90%) of the Holdco BioTime Shares and LifeMap Shares issuable to the Xennex Stockholders shall be delivered to the Xennex Stockholders as partial payment of the Merger Consideration, and ten percent (10%) of the BioTime Shares and LifeMap Shares issuable in the Merger shall be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited and held in escrow (the “Escrow Account”)Shares) by Xxxxx Fargo Bank, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent National Association (“Escrow Agent”), substantially in ) until the form later of Exhibit A hereto (i) the “Escrow Agreement”). On the first anniversary expiration of 180 days following the Closing Date (the “Basic Indemnity Escrow Termination Date”); and (ii) the date on which all claims under Section 1.9 in respect of which a claim notice has been issued before the Escrow Termination Date (the Escrow Claim) has been resolved. An Escrow Claim shall not be deemed to have been resolved until (a) Xennex and LifeMap have notified the Escrow Agent in writing that the Escrow Claim has been resolved, or (b) the Escrow Claim has been resolved by a final court judgment or arbitration award. On or before the Closing Date, LifeMap and Xennex, and Xxxxxxx Xxxxxx as Representative of the Xennex Stockholders, shall enter into an escrow agreement with Escrow Agent, in substantially the form attached as Exhibit D (the Escrow Agreement). LifeMap and Xennex agree that the Escrow Agreement shall provide for the delivery of Escrow Shares out of escrow in the manner provided in this Section and in Section 1.9. The Escrow Agreement shall contain a provision under which LifeMap and Xennex agree that, where a resolution of any dispute between the Parties results in an award or judgment from arbitration or any other legal proceeding in accordance with the provisions of Section 1.9, the Escrow Agent shall release 550,000 of the original number of Escrow Shares pursuant to, and following the receipt of, distribution instructions that are consistent with the award or judgment, delivered to the Escrow Agent by the prevailing Party or Parties. The Escrow Shares to the Stockholders, less any of such shares applied be placed in satisfaction of a claim for indemnification escrow pursuant to Article VII this Section 1.7 and any of such shares related the Escrow Agreement will initially be withheld (and subsequently dispersed to a claim that is then unresolved, the extent provided or allowed under the terms hereof and the Escrow Agreement) from the payment to be made to the Xennex Stockholders pro rata in accordance with their respective individual interests in the same proportions as originally deposited into escrowMerger Consideration. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available All costs and expenses incurred for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver or otherwise in connection with the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17borne by LifeMap.

Escrow. As At the sole remedy for Closing, cash in an amount equal to the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares Escrow Amount will be delivered or caused to be issued delivered by Buyer to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and ContinentalSunTrust Bank, as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially in the form of attached as Exhibit A hereto C hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Buyer and the Company (the “Escrow Agreement”). On The Escrow Agreement will be entered into prior to the first Effective Time, by and among Buyer, the Stockholders’ Representative and the Escrow Agent, and will (i) provide Buyer with payments pursuant to Section 2.14.5(a), if applicable, from the Adjustment Escrow Amount held in an escrow account (the “Adjustment Escrow Account”), (ii) provide Buyer with payments pursuant to Section 6.21, if applicable, from the Severance Escrow Amount held in an escrow account (the “Severance Escrow Account”) and (iii) provide Buyer with recourse against the Indemnification Escrow Amount held in an escrow account (the “Indemnification Escrow Account”) by the Escrow Agent with respect to Losses and the Company Securityholders’ indemnification obligations under Article X or Article XI, subject to the terms and conditions set forth in the Escrow Agreement and in Article X or Article XI of this Agreement. Upon the twelve (12) month anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Release Date”), the Escrow Agent shall release 550,000 all of the original number then-remaining Escrow Amount (together with all interests and earnings thereon), less the aggregate amount of Escrow Shares Losses subject to then-pending Indemnity Claims, to the StockholdersCompany Securityholders in accordance with their respective Pro Rata Shares; provided that, less any the amount payable in respect of such shares applied in satisfaction Company Options shall be paid through the Surviving Corporation’s payroll. Except as required by applicable Law, the Parties agree that for all Tax purposes: (i) the right of a claim the Company Securityholders to the Escrow Amount shall be treated as deferred contingent purchase price eligible for indemnification pursuant to Article VII installment sale treatment under Section 453 of the Code and any corresponding provision of such shares related foreign, state or local Law, as appropriate, and (ii) if and to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary extent any amount of the Closing Date (Escrow Amount is actually distributed to the “Environmental Indemnity Escrow Termination Date”)Company Securityholders, the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of interest may be imputed on such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions amount as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach required by Section 483 or Section 1274 of the representations and warranties set forth in Section 2.17 and (z) Code. All Parties hereto shall file all Tax Returns consistently with the matters referred in Schedule 2.17.foregoing. 74163855_1

Escrow. As INSTRUCTIONS. Immediately upon execution of this Agreement by Purchaser and Seller, an original of this Agreement executed by Seller and Purchaser shall be deposited with Escrow Holder, and the sole remedy for Escrow will be opened as of the indemnification obligations date that this Agreement is so deposited with Escrow Holder (the "OPENING OF ESCROW"). This Agreement, together with such further instructions as the parties shall provide to Escrow Holder by written agreement (including, without limitation, Escrow Holder's general provisions in the modified form set forth in Article VII 37 39 Exhibit J attached hereto), shall constitute the Escrow instructions. If any requirements relating to the duties or obligations of Escrow Holder hereunder are not acceptable to Escrow Holder, or if Escrow Holder requires additional instructions, Purchaser and Seller agree to make such deletions, substitutions and additions hereto and to execute any reasonably separate or additional Escrow instructions (including the general instructions in the modified form attached hereto as Exhibit J) required by Escrow Holder as counsel for Purchaser and Seller shall mutually approve, which additional instructions shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by Seller and Purchaser. In the event of any conflict or inconsistency between the terms of any such Escrow instructions and the terms of this Agreement, 1,100,000 the terms and provisions of this Agreement shall govern and prevail, unless the terms and provisions of the Holdco Shares additional instructions clearly state that they amend and supersede the terms of this Agreement. Purchaser and Seller also authorize their respective attorneys to execute and deliver to Escrow Holder any supplementary instructions as may be issued necessary or convenient to close the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) transaction contemplated hereby; provided, such supplementary instructions shall be deposited consistent with and merely supplement this Agreement and shall not in escrow (the “any way modify, amend or supersede this Agreement. Escrow Account”), which Holder shall be allocated among the Stockholders execute this Agreement below in order to evidence Escrow Holder's receipt of the same proportion and Escrow Holder's agreement to act as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all "escrow holder" in accordance with the terms and conditions provisions hereof. DEPOSITS INTO ESCROW. Seller shall make Seller's deposits into Escrow in accordance with Section 11. Purchaser shall make Purchaser's deposits into Escrow in accordance with Section 12. Escrow Holder is hereby authorized to close the Escrow only if and when: (i) Escrow Holder has received all items to be delivered by Seller and Purchaser pursuant to Section 11 and Section 12, respectively, (ii) Escrow Holder is prepared to immediately disburse the proceeds of the escrow agreement Purchase Price due to Seller by federal wire transfer of immediately available funds in accordance with the separate disbursement instructions from Seller; and (iii) the Title Company has irrevocably committed to issue the Title Policy to Purchaser upon the Closing. ESCROW HOLDER'S CLOSING DISBURSEMENTS. Upon the Closing, Escrow Holder shall: DELIVERIES TO PURCHASER. Deliver to Purchaser: (i) the Grant Deed by causing the Grant Deed to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially recorded in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Official Records and immediately upon recording delivering to Purchaser and to Seller a conformed copy of the Closing Date Grant Deed as recorded; (ii) the “Basic Indemnity Escrow Termination Date”), Bill xx Sale; (iii) the Escrow Agent shall release 550,000 Certificate of Non-Foreign Status and California Form 590; (iv) the original number of Escrow Shares to the Stockholders, less any of such shares applied General Assignment executed in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 counterpart by Seller; and (zv) the matters referred in Schedule 2.17Assignment of 38 40 Leases executed by Seller.

Escrow. As the sole remedy The purchase price for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 sale of the Holdco Shares to notes will be issued to placed in escrow pending completion of the Stockholders pursuant to the Transaction Merger acquisition of oil and gas properties from Plains Exploration & Production Company (the “Escrow SharesAcquisition”) shall be deposited and MMR’s raising additional capital in escrow an amount of $500 million from Freeport-McMoRan Copper & Gold Inc. (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow AgreementAdditional Financing”). On the first anniversary Any amounts held in escrow may be invested in certain specific investments as directed by MMR. The release of the Closing Date purchase price for the sale of the notes from the escrow account to MMR as payment for the notes, and issuance thereof, is conditioned upon the concurrent completion of the Acquisition and the Additional Financing. If (i) the “Basic Indemnity Escrow Termination Date”)Acquisition and Additional Financing are not consummated on or prior to March 31, 2011, or (ii) MMR provides notice that the Acquisition or Additional Financing will not be consummated, then, in any such case, the Escrow Agent shall release 550,000 escrow agent will promptly return holders’ funds to them, with a commitment fee in an amount equal to 4% per annum in respect of the original number time period during which holders’ funds were held in escrow, which will be funded by a combination of Escrow Shares MMR’s separate payment and interest earned on the funds while held and invested in escrow, and MMR will not issue the notes. If the conditions to closing specified above are satisfied, then (x) the escrow agent will release holders’ funds to MMR concurrently upon MMR’s issuance of the notes to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim holders that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited placed funds in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to , (y) MMR will pay to the holders a breach commitment fee in an amount equal to 2% per annum in respect of the representations time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and warranties set forth interest earned on the funds while held and invested in Section 2.17 escrow, and (z) interest on the matters referred notes will accrue at the rate specified opposite “Interest” above from the date on which the notes were originally issued. Registration Rights: MMR will enter into a registration rights agreement for the benefit of the holders of the notes, pursuant to which it will agree to file a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of the notes and the shares of common stock issuable upon conversion thereof. MMR will use its commercially reasonable efforts (i) to cause such shelf registration statement to become effective no later than 30 days after the date of original issuance of the notes, and (ii) to keep it effective until such date that all of the notes and the MMR common stock issuable upon conversion thereof cease to be outstanding or have either been (x) sold or otherwise transferred pursuant to an effective registration statement or (y) sold pursuant to Rule 144 under circumstances in Schedule 2.17which any legend borne by the notes or common stock relating to restrictions on transferability thereof is removed or such notes or common stock are eligible to be sold by the holders thereof (other than MMR’s affiliates) without restriction pursuant to the volume limitations of Rule 144 under the Securities Act or any successor rules thereto or otherwise.

Escrow. As the sole remedy security for the indemnification obligations set forth in Article VII an Employee Shareholder's or a Restricted Stock Grant Recipient's faithful performance of this Agreement, 1,100,000 that Employee Shareholder or Restricted Stock Grant Recipient agrees, immediately upon receipt of the Holdco stock certificate(s) evidencing the Omneon Shares, to deliver such certificate(s), together with the Stock Powers and Spouse Consents executed by that Employee Shareholder or Restricted Stock Grant Recipient and by that Employee Shareholder's or Restricted Stock Grant Recipient's spouse, if any (with the date, transferee, stock certificate number and number of Omneon Shares to be issued left blank), in the forms of Exhibit G and H hereto, to the Stockholders pursuant to the Transaction Merger Secretary of Omneon or other designee of Omneon (the “"Escrow Shares”Holder"), who is hereby appointed to hold such certificate(s) shall be deposited and Stock Powers in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion and to take all such actions and to effectuate all such transfers and/or releases of such Omneon Shares as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all are in accordance with the terms of this Agreement. Escrow Holder will act solely for Omneon as its agent and conditions not as a fiduciary. Each Employee Shareholder, each Restricted Stock Grant Recipient and Omneon agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the escrow agreement Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be entered into at genuine and may rely on the Closing between Holdco, the Representative, advice of counsel and Continental, as escrow agent (“Escrow Agent”), substantially in the form obey any order of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only court with respect to Environmental Indemnification Claims (each as hereinafter defined)the transactions contemplated by this Agreement. On the second anniversary The Omneon Shares will be released from escrow upon termination of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Forfeiture Contingency.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Participant, upon request, those Shares which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Participant, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: “The ownership and transferability of this certificate and these shares are subject to the terms and conditions (including forfeiture) of the Ribbon Communications Inc. 2019 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Ribbon Communications Inc. Copies of such Plan and the Agreement are on file in the executive offices of Ribbon Communications Inc.” If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not applied later than sixty (60) days, following the vesting of the Shares (as indemnification with respect described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to such claim upon its resolution shall be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification other legends as the Company deems advisable pursuant to Article VII with respect Section 6 below. If the Shares are issued to (y) the Participant electronically rather than by a breach of stock certificate, the representations and warranties set forth in legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 2.17 and (z) the matters referred in Schedule 2.176 below.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Participant, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Participant, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim for indemnification the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by the decision of an arbitrator pursuant to Section 21 of the Plan. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: “The ownership and transferability of this certificate and these shares are subject to the terms and conditions (including forfeiture) of the 2008 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Sonus Networks, Inc. Copies of such Plan and the Agreement are on file in the executive offices of Sonus Networks, Inc.” If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not applied later than sixty (60) days, following the vesting of the Shares (as indemnification with respect described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to such claim upon its resolution shall be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification other legends as the Company deems advisable pursuant to Article VII with respect Section 6 below. If the Shares are issued to (y) the Participant electronically rather than by a breach of stock certificate, the representations and warranties set forth in legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 2.17 and (z) the matters referred in Schedule 2.176 below.

Escrow. As A. The Deposit shall be held in escrow by the sole remedy for the indemnification obligations set forth Escrow Agent deposited in Article VII of this Agreementan interest-bearing account, 1,100,000 of the Holdco Shares with interest to be issued paid to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”)Buyer, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all and disbursed in accordance with the terms and conditions of this Agreement. The parties acknowledge that the Deposit deposited with the Escrow Agent, may be ultimately disbursed by the Escrow Agent: (i) to Buyer, in the event Buyer terminates this Agreement pursuant to any right of termination contained herein, or in the event of a default hereunder by Seller; (ii) to Seller, in the event of a default by Buyer under this Agreement or if specifically required hereunder; or (iii) as a credit toward the Purchase Price for the Property, in the event the transaction contemplated herein is consummated. In the event the Buyer or Seller makes a demand for disbursement of the escrow agreement to be entered into at Deposit and interest under the Closing between Holdcoconditions described in (i) or (ii) above, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), party making such demand shall give written notice thereof to the Escrow Agent and the other party in the manner specified herein. Escrow Agent shall release 550,000 disburse the Deposit and interest thereon to the party making such demand unless contrary instructions are received from the other party within ten (10) business days of its receipt of the original number of notice. In the event such contrary instructions are received, Escrow Shares Agent may, at its option, continue to hold the Deposit and interest thereon until such time as the Buyer and Seller resolve their dispute and issue joint written instructions relative to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary disbursement of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Deposit, the Escrow Agent shall deliver the Environmental Indemnity Shares, less any or deposit said Deposit and interest thereon with a court of such shares applied in satisfaction of an Environmental Indemnification Claim competent jurisdiction and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification thereupon be relieved from all further obligations with respect to such claim upon Deposit. Further, Buyer and Seller agree that if the Escrow Agent exercises its resolution option to interplead the Deposit into court, any and all costs to the Escrow Agent in so doing shall be delivered to assessed against the non-prevailing party in such Persons promptly upon such resolutionlitigation. “Environmental Indemnification Claim” means a claim for indemnification In the event the Buyer and Seller desire the Deposit be disbursed pursuant to Article VII with respect (iii) above, Buyer and Seller shall issue joint written instructions to (y) a breach of Escrow Agent specifying the representations manner in which the funds are to be transferred, and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17any other information reasonably requested by Escrow Agent.

Escrow. As At the sole remedy Effective Time, Parent will deposit in escrow, on a pro rata basis, certificates representing forty percent (40%) of the Merger Shares, together with stock powers duly endorsed in blank (collectively, the "Escrow Shares "). The Escrow Shares shall be held as security for the indemnification obligations set forth in under Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders XI pursuant to the Transaction Merger provisions of an Indemnity and Escrow Agreement (the “"Escrow Shares”Agreement ") shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share form of Exhibit C attached hereto. On the date which is 180 days after the Closing Date, if there are any Escrow Shares representing over 33.33% of the total Company Common Merger Shares immediately prior remaining in the Escrow Fund (less any Escrow Shares being held subject to the Effective Time, all an Indemnity Claim delivered by Parent in accordance with the terms and conditions of the escrow agreement Escrow Agreement on or prior to be entered into at 180 days after the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”Date), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), such excess amount shall be distributed by the Escrow Agent shall release 550,000 to the Shareholders pursuant to the Escrow Agreement. With respect to those Shareholders who hold Option Shares that will be converted into Merger Shares that are part vested and part unvested, the unvested Merger Shares held by each such Shareholder will be used for Escrow Shares and, if at the Effective Time, less than forty percent (40%) of a Shareholder's Merger Shares are unvested, all of the original number unvested Merger Shares of such Shareholder will be used for Escrow Shares and that percentage of the vested Merger Shares of such Shareholder necessary to bring such Shareholder's Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant forty percent (40%) level will be delivered to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver by Parent. With respect to those Shareholders who are executing Employment and Non-Competition Agreements or Consulting and Non-Competition Agreements and who hold shares of Company Common Stock that will be converted into Merger Shares that are partially subject to forfeiture, the Environmental Indemnity SharesMerger Shares subject to forfeiture held by each such Shareholder will be used for Escrow Shares and, if at the Effective Time, less any than forty percent (40%) of a Shareholder's Merger Shares are subject to forfeiture, all of such shares applied in satisfaction Merger Shares that are subject to forfeiture will be used for Escrow Shares and that percentage of an Environmental Indemnification Claim and any the Merger Shares of such shares related Shareholder that are not subject to an Environmental Indemnification Claim that is then unresolved, forfeiture necessary to each recipient in the same proportions as initially deposited in escrow. Any bring such Shareholder's Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall the forty percent (40%) level will be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Escrow Agent by Parent.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII VIII of this Agreement, 1,100,000 an aggregate number of shares of Ascend Common Stock to be received by the holders of Kitara Media Membership Units and shares of NYPG Common Stock, allocated pro rata amongst such holders, representing ten percent (10%) of the Holdco Shares shares of Ascend Common Stock to be issued to received by the Stockholders holders of Kitara Media Membership Units and shares of NYPG Common Stock as a result of the Mergers pursuant to the Transaction Merger this Agreement, shall be deposited into escrow (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between HoldcoAscend, the RepresentativeCommittee (defined below), the Representatives (defined below) and ContinentalContinental Stock Transfer & Trust Company, as escrow agent (“Escrow Agent”), substantially in form and substance mutually and reasonably agreed to by Ascend, Kitara Media and NYPG and providing for the form of Exhibit A hereto terms contemplated by Article VIII hereof (the “Escrow Agreement”). On The Escrow Agreement shall provide that, on the first anniversary of 5th business day after Ascend is required to file with the Closing Date SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2013 (the “Basic Indemnity Escrow Termination Release Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, Signing Holders in the same proportions as originally deposited into escrow. The remaining , less, for each of the Kitara Signing Holder and the NYPG Signing Holders, the net of (i) that portion of such Signing Holders’ proportion of the Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any or reserved with respect to indemnification claims made pursuant to Section 8.1(a) of such shares related this Agreement attributable to an Environmental Indemnification Claim that is then unresolvedKitara Media, to each recipient in the same proportions as initially deposited case of the Kitara Signing Holder’s proportion, and to NYPG, in escrowthe case of the NYPG Signing Holders’ proportion, and (ii) that portion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 8.2(a). Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution Ascend Escrow Claim shall be delivered to such Persons the Signing Holders in the same proportions as originally deposited into escrow, promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant , subject to Article VII with respect to (y) a breach of the representations and warranties reduction, if any, as set forth in Section 2.17 and (z) herein for the matters referred in Schedule 2.17indemnification obligation associated with such resolved Ascend Escrow Claim.

Escrow. As At or promptly following the sole remedy for Effective Time, Parent shall instruct the indemnification obligations Transfer Agent to deliver to the Stockholder Representative certificates evidencing the Escrow Shares issued in the name of each Company Stockholder in the amounts set forth in Article VII after such Company Stockholder’s name on the Updated Schedule 2.2. Promptly following the Effective Time, the Stockholder Representative, upon request by Parent, shall deliver the certificates representing the Escrow Shares to a third-party escrow holder selected by Parent and mutually agreeable to the Stockholder Representative (for purposes of this Agreement, 1,100,000 the Stockholder Representative, as holder of the Holdco Escrow Shares and the third-party escrow holder selected by parent shall be referred to be issued to the Stockholders pursuant to the Transaction Merger (as the “Escrow SharesHolder”) ). The parties agree that Parent may instruct the Transfer Agent to place stop transfer orders on the Escrow Shares for so long as they are subject to the escrow contemplated by this Section 2.5. The portion of the Escrow Shares deposited with the Escrow Holder by or on behalf of each Company Stockholder shall be deposited determined on a pro rata basis in escrow (proportion to each Company Stockholder’s relative ownership interest in the “total number of Merger Shares issued in connection with the Merger. The terms by which the Escrow Account”), which Holder shall hold and distribute the Escrow Shares shall be allocated among the Stockholders set forth in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the an escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On ) among Escrow Holder, the first anniversary Stockholder Representative as representative of the Closing Date (the “Basic Indemnity Company Stockholders, and Parent. The Escrow Termination Date”), the Escrow Agent Agreement shall release 550,000 of the original number of Escrow Shares be in a customary form reasonably acceptable to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII parties thereto and any of such shares related to a claim that is then unresolved, in the same proportions shall provide as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.follows:

Escrow. As (a) At the sole remedy for the indemnification obligations set forth in Article VII Effective Time, shares of this Agreement, 1,100,000 of the Holdco Shares to be issued Parent Common Stock with a value equal to the Stockholders pursuant sum of (i) the Escrow Consideration and (ii) the Expense Consideration, each share of Parent Common Stock being deemed to have a per share value equal to the Transaction Merger Applicable Closing Price (the “Escrow Shares”) shall be deposited in escrow (the “Escrow AccountAmount”), which shall be allocated among withheld from the Stockholders in the same proportion as their proportionate share payment of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms Total Preferred Merger Consideration and conditions of the escrow agreement be delivered or caused to be entered into at the Closing between Holdcodelivered by Parent to Xxxxx Fargo Bank, the Representative, and ContinentalN.A., as escrow agent (the “Escrow Agent”), substantially ) pursuant to the provisions of the escrow agreement in the form of attached as Exhibit A hereto C hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Representative (the “Escrow Agreement”). On The Escrow Agreement shall be entered into prior to or concurrently with the first anniversary Effective Time, by and among Parent, the Representative, on behalf of the Closing Date Indemnifying Securityholders, and the Escrow Agent, and shall (i) provide Parent with recourse against the Escrow Consideration held in escrow by the Escrow Agent (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity SharesFunds”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied all Parent Claims made under Section 14, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 14 of this Agreement and (ii) provide the Representative with recourse against the Expense Consideration to reimburse the Representative pursuant to Section 14.6. The Escrow Amount (or any portion thereof) shall be distributed to the Indemnifying Securityholders and the Representative, and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The escrow described above shall commence on the Effective Time and terminate on the 12-month anniversary thereof (the “Expiration Date”) and the period between the Effective Time and the Expiration Date shall be referred to as indemnification the “Escrow Period”), provided, however, that the portion of the Escrow Funds, which, in the reasonable judgment of Parent, subject to the objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Representative prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the foregoing escrow until such claim upon its resolution claims have been finally resolved, or, if earlier, until released in accordance with Section 14.9 below, provided further that the Expense Consideration shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification remain in the foregoing escrow pursuant to Article VII with respect to (y) a breach the terms of the representations Escrow Agreement. The terms and warranties provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Indemnifying Securityholders shall constitute approval by such Indemnifying Securityholders, as specific terms of the Merger, and the irrevocable agreement of such Indemnifying Securityholders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the indemnification obligations set forth in Section 2.17 14 hereof and (z) the matters referred appointment and sole authority to act on behalf of the Indemnifying Securityholders of the Representative, as provided for herein and in Schedule 2.17the Escrow Agreement.

Escrow. As In order to partially secure the sole remedy for indemnity obligations of the indemnification obligations Sellers as set forth herein (including the indemnities set forth in Article VII of this AgreementX and the obligation to pay any deficiency owed pursuant to Section 2.3(f)), 1,100,000 Purchaser and the Seller Representative (on behalf of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”Sellers) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into execute at the Closing between Holdco, the Representative, and Continental, as an escrow agent (“Escrow Agent”), substantially agreement in the form of attached hereto as Exhibit A hereto E (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), "ESCROW AGREEMENT") with the Escrow Agent shall release 550,000 whereby each of the original number of Indemnification Escrow Shares Amount and the Working Capital Escrow Amount shall be held in separate interest-bearing escrow accounts (such accounts, the "INDEMNIFICATION ESCROW ACCOUNT" and the "WORKING CAPITAL ESCROW ACCOUNT", respectively). The Indemnification Escrow Amount shall be used to satisfy amounts payable by the Sellers to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification Purchaser pursuant to Article VII and X hereof; provided that any of such shares related to a claim that is then unresolved, remaining amounts in the same proportions as originally deposited into escrow. The remaining Indemnification Escrow Shares (the “Environmental Indemnity Shares”) Account shall be available for indemnification only with respect paid to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Seller Representative on December 31, the Escrow Agent shall deliver the Environmental Indemnity Shares2006, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect amount equal to any unresolved claim or claims for indemnification against the Sellers pursuant to Article X hereof, all as more fully described in the Escrow Agreement. The Working Capital Escrow Amount shall be used to satisfy the Sellers' obligation to pay any deficiency owed pursuant to Section 2.3(f) hereof and not applied shall be paid to the Purchaser and/or the Seller Representative, as indemnification the case may be, within three (3) Business Days after the Settlement Date in accordance with Section 2.3(f) hereof and as more fully described in the Escrow Agreement. The Purchaser and the Sellers agree that the Escrow Amount shall be treated as owned for all Tax purposes by the Sellers and all income earned with respect to such claim upon its resolution the Escrow Amount shall be delivered owned by Sellers and allocated to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim the Sellers for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17all Tax purposes.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this AgreementThe Escrowed Shares will be deposited into Escrow, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in an escrow (the “Escrow Account”)agreement, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at dated the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”)Date, substantially in the form of Exhibit A hereto C (the “"Escrow Agreement”"). On The Escrow Agent will hold the first anniversary Escrowed Shares as provided by the Escrow Agreement as security for the obligations of the Closing Date Shareholders under Sections 2.2 and 10.2 hereof. The Escrow Agreement shall provide for the distribution of the Escrowed Shares (or proceeds from the “Basic Indemnity sale thereof) from the Escrow Termination Date”pursuant to Sections 2.2(a), (b)(ii), (which shall not be subject to claims of the Company under Section 10.2), and Section 2.2(c) and (d), which shall be subject to claims of the Company under Section 10.2, or reduction in the Net Consideration under Section 2.3. Investment earnings on any balances in the Escrow shall accrue to the benefit of the Shareholders and shall constitute additional security for the Company, and any fees for maintaining the Escrow shall be paid from the balances in the Escrow, or if impractical, then paid directly by the Shareholders. No Escrowed Shares, or proceeds from the sale thereof, shall be distributed to Shareholders' Representative or any Shareholder except pursuant to the Escrow Agreement in compliance with the terms and conditions of this Agreement. Any Escrowed Shares released from the Escrow to either the Shareholders, Shareholders' Representative or the Company shall be valued for purposes of satisfying any amounts owing under this Agreement at the BE Closing Price without reference to the Escrowed Shares' then actual market price. The Shareholders shall be responsible for, and without using any assets in Escrow shall pay when due, any and all Taxes imposed upon or arising from the transfer of the Escrowed Shares. Any fees and costs of Escrow Agent for maintaining the Escrow shall be the responsibility of the Shareholders and may be paid from the Shareholders' proceeds from the sale of Escrowed Shares, or directly by the Shareholders. The Shareholders and Company agree that all Escrowed Shares shall be sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall release 550,000 be substituted in place of the original number of Escrow Shares to Escrowed Shares. Accordingly, the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII Shareholders hereby irrevocably authorize and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), direct the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any agents or representatives of the Company to take any and all actions necessary or appropriate, in such shares related to an Environmental Indemnification Claim that is then unresolvedPerson's sole and absolute discretion, to each recipient effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Company in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect a written notice (a "Sale Notice") to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Escrow Agent.

Escrow. As On or before the sole remedy for Closing, Parent and the Company shall engage the Escrow Agent. To secure the Company Stockholders’ and the Optionholders’ indemnification obligations set forth in Article VII of under this Agreement, 1,100,000 of Parent will place into escrow with the Holdco Shares to be issued to Escrow Agent the Stockholders pursuant to Escrow Consideration. The Escrow Agent shall hold and distribute the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all Consideration in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary The Stockholders’ Representative is authorized to act on behalf of the Closing Date (Company Stockholders and the “Basic Indemnity Optionholders with respect to the Escrow Termination Date”), Consideration. All payments of Escrowed Property made by the Escrow Agent to Parent in accordance with this Agreement or the Escrow Agreement including, without limitation, in satisfaction of any Working Capital Adjustment payment owed to Parent under Section 3.9(e) or in satisfaction of indemnification claims under Article 9 herein, shall release 550,000 be allocated pro rata to each Company Stockholder and Optionholder based on the relative amount of the original number Escrow Consideration allocated to such Company Stockholder or Optionholder under this Agreement. All payments of Escrowed Property made by the Escrow Shares Agent to the Stockholders’ Representative in accordance with this Agreement and the Escrow Agreement shall be allocated pro rata to each Company Stockholder and Optionholder, less and (subject to the following sentence) paid by the Stockholders’ Representative to such Company Stockholder or Optionholder on a pro rata basis, in each case based on the relative amount of the Escrow Consideration allocated to such Company Stockholder or Optionholder under this Agreement. The Stockholders’ Representative is expressly authorized and directed to pay out of the proceeds of any Escrowed Property released to him any fees and expenses owed to any finder or broker as a result thereunder prior to the remainder being distributed to the Company Stockholders and Optionholders. Each Company Stockholder’s and Optionholder’s allocable portion and percentage of such shares applied the Escrow Consideration (and allocable percentage of any subsequent payments of Escrowed Property to Parent or the Stockholders’ Representative, as the case may be) is conclusively set forth on Exhibit D attached hereto. The Stockholders’ Representative shall be solely responsible for distributing to each Company Stockholder and Optionholder in satisfaction accordance with this Agreement and the Escrow Agreement the amount of a claim for indemnification any Escrowed Property paid by the Escrow Agent to the Stockholders’ Representative pursuant to Article VII the Escrow Agreement. Neither the Escrow Agent nor Parent shall have any responsibility or Liability for the allocation of any such Escrowed Property among the Company Stockholders and any of such shares related the Optionholders or the payment thereof to a claim that is then unresolved, in the same proportions as originally deposited into escrowCompany Stockholders and the Optionholders. The remaining Escrow Shares (Company Stockholders and the “Environmental Indemnity Shares”) Optionholders shall be available for indemnification only look solely to the Stockholders’ Representative with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary determination of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect their entitlement to any unresolved claim for indemnification Escrowed Property and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17amount thereof.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco The Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the “Escrow Account”), which execution of this Agreement and shall be allocated among held in escrow by the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continentalor its designee, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary Upon vesting of the Closing Date (the “Basic Indemnity Escrow Termination Date”)Shares, the Escrow Agent shall release 550,000 or electronically transfer to the Participant, upon request, those Shares which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the original number unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”)Participant, the Escrow Agent shall promptly deliver such Shares to the Environmental Indemnity Shares, less any Participant and shall be discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such shares applied duties as are specifically set forth herein and may rely and shall be protected in satisfaction of an Environmental Indemnification Claim relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient act or omission in good faith and in the same proportions as initially deposited in escrowexercise of reasonable judgment. Any Escrow Shares held It is understood and agreed that should any dispute arise with respect to any unresolved claim the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for indemnification appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: “The ownership and transferability of this certificate and these shares are subject to the terms and conditions (including forfeiture) of the Sonus Networks, Inc. Amended and Restated Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Sonus Networks, Inc. Copies of such Plan and the Agreement are on file in the executive offices of Sonus Networks, Inc.” If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not applied later than sixty (60) days, following the vesting of the Shares (as indemnification with respect described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to such claim upon its resolution shall be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification other legends as the Company deems advisable pursuant to Article VII with respect Section 6 below. If the Shares are issued to (y) the Participant electronically rather than by a breach of stock certificate, the representations and warranties set forth in legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 2.17 and (z) the matters referred in Schedule 2.176 below.

Escrow. As Notwithstanding anything in this Agreement to the contrary, any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five Business Days after such payment becomes payable hereunder (and shall accordingly reduce the Indemnity Escrow Amount) and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, and such payment relates to a Loss for which the Indemnity Escrow Amount is not the sole remedy for recourse pursuant to Section 8.4(b), then the indemnification obligations set forth in Article VII Selling Stockholders shall be required to pay all of this Agreement, 1,100,000 of the Holdco Shares to be issued such additional sums due and owing to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share Purchaser Indemnified Parties by wire transfer of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”)available funds within five Business Days after such amounts become payable hereunder. On the first fifth anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall release 550,000 the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim or otherwise earlier released in accordance with the terms of the original number of Escrow Shares Agreement) to the Stockholders, less any of such shares applied Selling Stockholders (in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in accordance with the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary directions of the Closing Date (the “Environmental Indemnity Escrow Termination Date”Stockholder Representative), except that the Escrow Agent shall deliver retain an amount (up to the Environmental Indemnity Shares, less any total amount then held by the Escrow Agent) equal to the amount of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim claims for indemnification and not applied as indemnification with respect under this Article VIII asserted prior to such claim upon its resolution fifth anniversary but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be delivered released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such Persons promptly claims resolved in favor of Purchaser) upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to their resolution in accordance with this Article VII with respect to (y) a breach VIII and the terms of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Escrow Agreement.

Escrow. As At the sole remedy Effective Time, Parent will deposit in escrow, on a pro rata basis, certificates representing forty percent (40%) of the Merger Shares, together with stock powers duly endorsed in blank (collectively, the "Escrow Shares "). The Escrow Shares shall be held as security for the indemnification obligations set forth in under Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders XI pursuant to the Transaction Merger provisions of an Indemnity and Escrow Agreement (the “"Escrow Shares”Agreement") shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share form of Exhibit C attached hereto. On the date which is 180 days after the Closing Date, if there are any Escrow Shares representing over 33.33% of the total Company Common Merger Shares immediately prior remaining in the Escrow Fund (less any Escrow Shares being held subject to the Effective Time, all an Indemnity Claim delivered by Parent in accordance with the terms and conditions of the escrow agreement Escrow Agreement on or prior to be entered into at 180 days after the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”Date), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), such excess amount shall be distributed by the Escrow Agent shall release 550,000 to the Shareholders pursuant to the Escrow Agreement. With respect to those Shareholders who hold Option Shares that will be converted into Merger Shares that are part vested and part unvested, the unvested Merger Shares held by each such Shareholder will be used for Escrow Shares and, if at the Effective Time, less than forty percent (40%) of a Shareholder's Merger Shares are unvested, all of the original number unvested Merger Shares of such Shareholder will be used for Escrow Shares and that percentage of the vested Merger Shares of such Shareholder necessary to bring such Shareholder's Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant forty percent (40%) level will be delivered to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver by Parent. With respect to those Shareholders who are executing Employment and Non-Competition Agreements or Consulting and Non-Competition Agreements and who hold shares of Company Common Stock that will be converted into Merger Shares that are partially subject to forfeiture, the Environmental Indemnity SharesMerger Shares subject to forfeiture held by each such Shareholder will be used for Escrow Shares and, if at the Effective Time, less any than forty percent (40%) of a Shareholder's Merger Shares are subject to forfeiture, all of such shares applied in satisfaction Merger Shares that are subject to forfeiture will be used for Escrow Shares and that percentage of an Environmental Indemnification Claim and any the Merger Shares of such shares related Shareholder that are not subject to an Environmental Indemnification Claim that is then unresolved, forfeiture necessary to each recipient in the same proportions as initially deposited in escrow. Any bring such Shareholder's Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall the forty percent (40%) level will be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17Escrow Agent by Parent.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this AgreementSubject to adjustment under Section 1.11, 1,100,000 ninety percent (90%) of the Holdco Shares to be issued Units issuable to the Glycosan Stockholders pursuant to the Transaction Merger (the “Escrow other than holders of Dissenting Shares”) shall be deposited delivered to the Glycosan Stockholders as partial payment of the Merger Consideration, and ten percent (10%) of the Units issuable in the Merger shall be issued and held in escrow (the “Escrow Account”)Units) by Xxxxx Fargo Bank, which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent National Association (“Escrow Agent”), substantially in ) until the form later of Exhibit A hereto (i) the “Escrow Agreement”). On the first anniversary expiration of 180 days following the Closing Date (the “Basic Indemnity Escrow Termination Date”); and (ii) the date on which all claims under Section 1.11 in respect of which a claim notice has been issued before the Escrow Termination Date (the Escrow Claim) has been resolved. An Escrow Claim shall not be deemed to have been resolved until (a) Glycosan and OrthoCyte have notified the Escrow Agent in writing that the Escrow Claim has been resolved, or (b) the Escrow Claim has been resolved by a final court judgment or arbitration award. On or before the Closing Date, OrthoCyte and Glycosan, and Xxxxxx X. Xxxxxx as Representative of the Glycosan Stockholders, shall enter into an escrow agreement with Escrow Agent, in substantially the form attached as Exhibit D (the Escrow Agreement). OrthoCyte and Glycosan agree that the Escrow Agreement shall provide for the delivery of Escrow Shares out of escrow in the manner provided in this Section and in Section 1.11 of this Agreement. The Escrow Agreement shall contain a provision under which OrthoCyte and Glycosan agree that, where a resolution of any dispute between the Parties results in an award or judgment from arbitration or any other legal proceeding in accordance with the provisions of Section 1.11, the Escrow Agent shall release 550,000 of the original number of Escrow Shares Units pursuant to, and following the receipt of, distribution instructions that are consistent with the award or judgment, delivered to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver by the Environmental Indemnity Shares, less any prevailing Party or Parties. The number of such shares applied Units to be placed in satisfaction of an Environmental Indemnification Claim escrow pursuant to this Section 1.9 and any of such shares related the Escrow Agreement will initially be withheld (and subsequently dispersed to an Environmental Indemnification Claim that is then unresolved, the extent provided or allowed under the terms hereof and the Escrow Agreement) from the payment to each recipient be made to the Glycosan Stockholders pro rata in accordance with their respective individual interests in the same proportions as initially deposited Merger Consideration. All costs and expenses incurred for the Escrow Agent or otherwise in escrow. Any connection with the Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations borne by BioTime and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17OrthoCyte.