Common use of Duties of Escrow Agent Clause in Contracts

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determination. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Shares.

Duties of Escrow Agent. A. Escrow Agent shall establish an deposit the funds to be received from prospective purchasers (the "Prospective Purchasers") of Shares (“Escrow Funds”) in connection with any sale by the Issuer pursuant to the Offering into a noninterest bearing escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned held by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determinationAgent. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) Funds received from Prospective Purchasers pursuant to the terms set forth in this Agreement and in accordance with Rule 419Escrow Agreement. All Escrow Shares Funds are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs “C,” or "D", "E", "F" or "G," of this Article "3" of this Escrow Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items Funds in court pursuant to Paragraph "GH" of Article "5" of this Escrow Agreement or the last sentence of Paragraph "IJ" of Article "5" of this Escrow Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or Escrow Funds and other documents evidencing such securities investment which are delivered to the Escrow Agent. C. . The Escrow Shares Funds shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who Issuer. C. If the Issuer shall have voting rights with respect send written notice to the Escrow Shares held in their namesAgent pursuant to Paragraph “D” of Article “8” of this Escrow Agreement requesting that the Escrow Agent release the Escrow Funds to the Issuer, as provided by applicable state law. All stock powersthe Escrow Agent, which shall be duly executed in blankupon such written request, shall be sent promptly send such Escrow Funds to the Escrow Agents separate from Issuer. D. If the certificates evidencing Issuer elects to terminate the Offering or if the Offering expires (including pursuant to an extension of the offering period) then the Issuer shall notify the Escrow SharesAgent in writing pursuant to Paragraph “D” of Article "8" of this Escrow Agreement that the Offering has been terminated and the registration statement withdrawn, or has expired, whereupon Escrow Agent shall, within two (2) business days, return the Escrow Funds to the Prospective Purchasers.

Duties of Escrow Agent. A. 1. In connection with the Rule 419 offering, the Escrow Agent shall establish shall: a. Receive and hold all shares of Common Stock issued in connection with the offering pursuant to the terms set forth in this Agreement and in accordance with Rule 419; b. Deposit the gross proceeds from the offering promptly into an escrow account (the "Escrow Account") maintained by an "insured depository institution," or into a separate bank account; and c. Maintain in good faith and in the regular course of business Escrow Account records of the insured depository institution, or separate bank account, providing that the funds in the Escrow Account are held for the benefit of the purchasers and showing the name and interest of each party to the account. 2. The Escrow Agent shall be responsible for establishing the Escrow Account into which the shares securities to be sold (the "Escrow Shares") issued and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") Issuer's proposed offering shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. 3. The Escrow Funds Agent is not responsible for any act or failure to act on its part, except in the case of its own willful misconduct or gross negligence. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law for anything which it may do or refrain from doing in connection therewith, except for its own willful misconduct. 4. The Escrow Agent is not a party to or bound by any agreement pertaining to the transaction or any other agreement between the Parties, expect this Agreement. 5. In the event of any disagreement between the Parties or any person resulting in adverse claims or demands being made in connection with or for any of the amount in escrow, the Escrow Agent shall be invested upon entitled, at its option, to refuse to comply with any such claim or demand so long as such disagreement shall continue, and to initiate a legal proceeding, including but not limited to an impleader action, to have the written direction dispute resolved. Until resolution of an officer any such disagreement, Escrow Agent may refuse to deliver or otherwise dispose of funds until: a. The rights of the Issuer; provided however, that adverse claimant have been finally adjudicated in the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) court assuming and having jurisdiction of the Federal Deposit Insurance Act (each a “Permitted Investment”). Parties and the amount in escrow; or b. The Issuer differences shall be solely responsible for ensuring that such directions include only Permitted Investments, have been adjusted by agreement among the affected Parties and the Escrow Agent shall not have any obligation with respect to such determinationbeen notified thereof in writing signed by the interested Parties. B. Escrow Agent shall receive and hold all shares 6. The duties of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant hereunder are entirely ministerial, being limited to Paragraphs "D"receiving, "E"holding, "F" or "G" of this Article "3" of this Agreement or (ii) and disbursing the amount in escrow as provided herein. The Escrow Agent may rely upon and will be protected in acting upon any paper or other document which may be submitted to it in connection with its duties hereunder and which is believed by it to be genuine and to have been signed by the proper party or parties or their representatives, and shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement no liability or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights responsibility with respect to the Escrow Shares held in their namesform, as provided by applicable state law. All stock powersexecution, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Sharesor validity thereof.

Duties of Escrow Agent. A. 4.1 The Escrow Agent shall establish provide the following services: ------------------------------------------------------ i. Receive in its escrow capacity the License Fee consisting of $250,000.00 and 100,000 shares of stock of YPNT from Telco and an escrow account Irrevocable And Durable Limited Power of Attorney (the "Escrow AccountPOA") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders Onramp pursuant to the Offering (collectively, the Exclusive Domain Name License Agreement a copy of which is appended hereto as Exhibit "Escrow Items") shall be deposited A" and held until an acquisition meeting the criteria specified in Rule 419 is completedby this reference made a part hereof. ii. Escrow Funds shall be invested upon the written direction of an officer Upon execution of the Issuer; provided however, that Exclusive Domain Name License Agreement by all parties thereto and the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) receipt of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted InvestmentsIrrevocable And Durable Limited Power of Attorney from Onramp, transfer the License Fee consisting of $250,000.00 and the Escrow Agent shall not have any obligation with respect 100,000 shares of YPNT stock to such determinationOnramp. B. Escrow Agent shall receive iii. Under the powers provided in the POA execute and hold complete the transfer ownership of the Domain Name to Licensee by completing a Registrant Name Change Agreement through which Licensee will become the Registrant of the Domain Name and thereby become the owner of the Domain Name under any of the following conditions: a. At any time after all shares of common restrictions on the stock sold pursuant have been removed, but prior to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" termination of this Agreement or (ii) pursuant to Article 2 of the Exclusive Domain Name License Agreement, either party has provided Escrow Agent shall have deposited with a quotation from the New York Stock Exchange (NYSE), American Stock Exchange (AMEX), National Association of Security Dealers Automated Quotes (NASDAQ), or Over-the-Counter Bulletin Board (OTCBB) stock market(s) that the YPNT stock (stock symbol "YPNT"), has maintained an open and close price above Three Dollars ($3.00) per share (split-adjusted) for three (3) consecutive trading days; or b. Escrow Items in court Agent has received notice from either party that the Agreement has reached its full three (3) year term under Article 2 of the Agreement, that Licensor has exercised its option and Licensee makes payment pursuant to Paragraph "G" 2.2.2, Option 1 of Article "5" the Agreement to Escrow Agent; or c. Escrow Agent has received notification that Licensor has sold all of this the 100,000 shares of YPNT as contemplated pursuant to paragraph 2.2.2, Option 2 of the Exclusive Domain Name License Agreement; or d. Escrow Agent has received notice that Licensee has exercised its option pursuant to 2.2.3 of the Exclusive Domain Name License Agreement, and Licensee makes payment pursuant to 2.2.3 of the Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued iv. Receive in its escrow capacity the payments described in paragraph (iii)(b) or (d) above, and deposited and shall the YPNT stock to be held for purchased and/or sold by Licensor under the sole benefit circumstances described in Article 2.2 of the Prospective PurchasersAgreement. v. Distribute the funds and stock received under paragraph (iv) above to Telco and/or Onramp as appropriate in accordance with the terms of Articles 2, who 2.1 and 2.2 of the Agreement. 4.2 Upon completion of the conditions set forth in Paragraph 4.1(iii) above, Arizona Escrow shall have voting rights with respect further exercise the powers granted to it by the POA by causing the Domain Name to be forwarded to www.yp.net or as othexxxxx xxxxcted ---------- by Telco. Telco shall provide all forms needed to accomplish the task contemplated hereunder. 4.3 Upon completion of the conditions set forth in Paragraph 4.1(iii) above, Arizona Escrow Shares held shall further exercise the powers granted to it by the POA by causing the Domain Name to be placed in their names, as provided a Locked Status by applicable state lawRegistrar. All stock powers, which Telco shall be duly executed in blank, shall be sent provide all forms needed to accomplish the Escrow Agents separate from the certificates evidencing the Escrow Sharestask contemplated hereunder.

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determinationAct. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers. D. If Escrow Agent shall receive written notice from the Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an agreement for the acquisition of a business pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, which shall be duly executed in blank, shall be sent and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser and has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers intend to continue to remain investors in the Issuer, then Escrow Agents separate Agent shall deliver the Escrow Shares to the applicable Prospective Purchasers who have given said confirmation, and shall deliver the Escrow Funds to the corresponding Selling Stockholders. E. If Escrow Agent shall receive written notice from the certificates evidencing Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an Acquisition Agreement pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser, and either (i) Issuer has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers do not intend to continue to remain investors in the Issuer or (ii) more than forty-five (45) business days have elapsed after the effective date of the post-effective amendment, then Escrow Agent shall return the Escrow SharesFunds to the corresponding Prospective Purchasers, and shall return the Escrow Shares to the corresponding Selling Stockholders. F. If upon receiving written instructions from the Issuer that the Issuer has not (i) negotiated an acquisition transaction, (ii) filed a post-effective amendment to its registration statement, (iii) successfully completed a reconfirmation offering meeting the requirements of Rule 419 and (iv) closed on the acquisition agreement within eighteen (18) months after the effective date of its registration statement, then Escrow Agent shall return the Escrow Funds to the corresponding Prospective Purchasers, and shall return the Escrow Shares to the corresponding Selling Stockholders pursuant to the written instructions from the Issuer. G. If the Issuer elects to terminate the Offering prior to the occurrence of the events specified in Paragraphs "D", "E" or "F" of this Article "3" of this Agreement, then the Issuer shall notify Escrow Agent pursuant to Article"9" of this Agreement that the Offering has been terminated and the registration statement withdrawn, whereupon Escrow Agent shall return the Escrow Funds to the Prospective Purchasers, and shall return the Escrow Shares to the Selling Stockholders.

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant In addition to the Offering (collectivelyDuties set ---------------------- forth in Article VIII, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction Duties of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determination.include the following: B. (a) The Escrow Agent shall receive hold and hold all shares of common stock sold pursuant to the Offering (i.e., safeguard the Escrow Shares) pursuant to Fund during the Escrow Period and shall treat such Escrow Fund as a trust fund in accordance with the terms of this Agreement and Article VIII and not as the property of Buyer or as the property of Seller, Parent, or Affiliate, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof and of Article VIII. (b) Promptly following termination of the Escrow Period as set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (iSection 3(b) released by of the Escrow Agent pursuant Agreement, as the same may from time to Paragraphs "D"time be amended, "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of release (i) each Selling Stockholder that part of the remaining Escrow Amount and any Earnings thereon in excess of any amount sufficient to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and shall deliver said sums to the Escrow Participants, at their addresses and in the proportions set forth in Annex B and (ii) that part, if any, of the Prospective Purchaser Escrow Fund deposited by Buyer in order to maintain a minimum balance in the account in which the Escrow Amount is held, and any Earnings thereon, and shall be included with deliver said sums according to the stock certificates or other documents evidencing written instructions of Buyer. As soon as all Buyer's Damages claims have been resolved, the Escrow Agent shall deliver the remaining Escrow Amount (and Earnings thereon) that is not required to satisfy such securities which are delivered claims and expenses to the Escrow Agent.Participants, at their addresses and in the proportions set forth in Annex B. C. The (c) Any Earnings on the Escrow Shares shall remain as issued and deposited and Fund shall be held for distributed to Buyer and/or the sole benefit Escrow Participants, as the case may be, in accordance with, and in proportion to, the distributions of the Prospective PurchasersEscrow Amount made to such parties, who shall have voting rights with respect but without reference to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent any distributions made to the Escrow Agents separate from the certificates evidencing the Escrow Sharesother parties.

Duties of Escrow Agent. A. In addition to the Duties set forth in Article VIII, the Duties of the Escrow Agent shall establish an escrow account include the following: (the "a) The Escrow Account") into which the shares to be sold (the "Escrow Shares") Agent shall hold and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while safeguard the Escrow Shares are being held during the Escrow Period, shall treat such Escrow Fund as a trust fund in escrow accordance with the terms of this Agreement and Article VIII and not as the property of Parent, and shall hold and dispose of the Escrow Shares only in accordance with the terms hereof. (the "b) The Escrow Funds") in connection with any sale Shares shall be voted by the Selling Stockholders Escrow Agent in accordance with the instructions received by the Escrow Agent from the beneficial owners of such Shares. In the absence of such instructions, the Escrow Agent shall be under no obligation to vote such Shares. The Escrow Agent need not forward proxy information, annual or other reports or other information received from Parent with respect to the Escrow Shares (c) Upon each monthly anniversary of the Effective Date, the Escrow Agent (i) shall deposit one-twelfth of the Escrow Shares originally deposited in the Escrow Fund as the 2.1% Fund with the transfer agent of the Parent Common Stock and (ii) shall direct such transfer agent to transfer such Shares to the Security Holders who are the beneficial owners thereof, at their addresses set forth in Annex B hereto, until the 2.1% Fund is exhausted. Each Security Holder shall receive that number of the Escrow Shares constituting part of the 2.1% Fund so transferred equivalent to such Security Holder's percentage interest in the 2.1% Fund as set forth in Annex B hereto. If the value of Escrow Shares to be distributed to any Security Holder pursuant to this Section 4(c) hereof is not evenly divisible by the Offering (collectivelyParent Stock Price, the "Escrow Items") Agent shall round down the number of Shares to be deposited distributed to such Security Holder to the next highest number of Shares and held until an acquisition meeting shall direct the criteria specified in Rule 419 is completedtransfer agent to distribute that number of Shares to such Security Holder. Escrow Funds shall be invested upon the written direction of an officer In lieu of the Issuer; provided howeveradditional fractional Share interest to which such Security Holder is entitled, that Parent shall furnish the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) Agent cash equal to the value of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, fractional Share interest and the Escrow Agent shall not pay such cash to such Security Holder. Parent (i) shall be deemed to have any obligation purchased such fractional Share interests with respect to which it has furnished funds to the Escrow Agent, (ii) shall become the beneficial owner of such determinationfractional Share interests and (iii) shall be entitled to have returned to it, upon termination of the Escrow Period and after all Security Holders have received the distributions to which they are entitled pursuant to this Agreement, all Escrow Shares and other property remaining in the Escrow Fund as distributions in respect of the aggregate value of such fractional Share interests. B. (d) Promptly following termination of the Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e.Period as set forth in Section 3 hereof, if necessary, the Escrow SharesAgent (i) pursuant to shall deposit with the terms Parent's stock transfer agent the number of Escrow Shares and other property in the Escrow Fund which is in excess of the amount of such Escrow Shares or other property (as set forth in this Agreement a certificate of Parent) which is determined to be sufficient (as set forth in a certificate of Parent) to satisfy any unsatisfied claims specified in any Officer's Certificate or Certificates delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and giving rise to a claim for Damages, to pay expenses as provided in accordance with Rule 419. All Section 11(b) hereof of Shareholders' Agent plus, in the event such claims are then in the process of arbitration, a number of Escrow Shares at their Parent Stock Price reasonably sufficient to reimburse the costs and reasonable attorney fees of Parent in such arbitration and to reimburse the out of pocket costs and reasonable attorneys fees to be incurred therein by Shareholders' Agent and (ii) shall direct such transfer agent to transfer such Escrow Shares and other property to the Security Holders who are the beneficial owners thereof at their addresses set forth in Annex B hereto. The Escrow Shares which remain in the Escrow Fund following the termination of the Escrow Period in order to remain as deposited and satisfy any unsatisfied claims for Damages, shall be held until (i) released retained by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" until resolution of this Article "3" all claims for Damages made by Parent in accordance with Section 8.4(b) of this Agreement or the Reorganization Agreement. As soon as practicable after all claims for Damages have been finally resolved (iias set forth in a certificate of Parent) the Escrow Agent shall have deposited cause such transfer agent to deliver to the Security Holders at their addresses set forth in Annex B hereto all of the Escrow Items Shares and other property remaining in court the Escrow Fund to which they are entitled. Each Security Holder shall receive that number of Escrow Shares equivalent to such Security Holder's percentage interest in the 10% Fund or the 2.1% Fund, as applicable, as set forth in Annex B hereto. (e) Pursuant to Section 8.4(d) of the Reorganization Agreement, for the purpose of compensating Parent for its Damages pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) , Shares in the Prospective Purchaser Escrow Fund delivered to Parent shall be included with valued at the stock certificates or other documents evidencing such securities which are Parent Stock Price. Parent shall set forth the Parent Stock Price in a certificate delivered to the Escrow Agent. C. The . If the value to be distributed to Parent to compensate Parent for Damages is not evenly divisible by the Parent Stock Price, the Escrow Agent shall round up the number of Shares to be distributed to the next highest number of Shares and shall cause the transfer agent of the Escrow Shares to distribute that number of Shares to Parent. In lieu of the excess fractional interest distributed, Parent shall remain as issued furnish to the Escrow Agent cash equal to such fractional interest times the Parent Stock Price and deposited such cash shall be added to the Escrow Fund and shall be held for the sole benefit invested in accordance with Section 14 hereof. If, after termination of the Prospective PurchasersEscrow Period, who the value of remaining Shares to be distributed to any Security Holder pursuant to this Agreement is not evenly divisible by the Parent Stock Price, the Escrow Agent shall round down the number of Shares to be distributed to such Security Holder to the next highest number of Shares and shall cause the Transfer Agent to distribute that number of Shares to such Security Holder. In lieu of the additional fractional Share interest to which such Security Holder is entitled, Parent shall furnish the Escrow Agent cash equal to the value of such fractional Share interest and the Escrow Agent shall pay such cash to such Security Holder. Parent (i) shall be deemed to have voting rights purchased such fractional Share interests with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent it has furnished funds to the Escrow Agents separate from Agent, (ii) shall become the certificates evidencing beneficial owner of such fractional Share interests and (iii) shall be entitled to have returned to it, upon termination of the Escrow SharesPeriod and after all Security Holders have received the distributions to which they are entitled pursuant to this Agreement, all Escrow Shares and other property remaining in the Escrow Fund as distributions in respect of the aggregate value of such fractional Share interests.

Duties of Escrow Agent. A. 9.1 The Escrow Agent shall establish hold the Escrowed Amount in escrow in an escrow interest bearing account at HSBC Bank, Hauppauge, New York, with any accrued interest thereon to follow principal, until the Closing Date or earlier termination of this Agreement in accordance with the following: (a) On Closing of the "sale of the Shares, Escrow Account"Agent shall promptly deliver the Escrowed Amount (inclusive of any interest thereon) into which to the shares to be sold Sellers. (b) On receipt by the "Escrow Shares"Agent of a statement executed by Purchaser demanding return of the Escrowed Amount on the grounds that Sellers have terminated this Agreement under Section 10(c) and the funds to be received from prospective purchasers hereof or that Purchaser has terminated this Agreement under Section 10(d) hereof, Escrow Agent shall, within three (3) business days deliver a copy of said shares statement to the Sellers and shall return the Escrowed Amount to the Purchaser on the tenth (the "Prospective Purchasers"10th) as well as any dividends earned business day after receipt by the Prospective Purchasers while Escrow Agent of Purchaser’s statement unless Escrow Agent prior to such return receives from Sellers a statement contesting the return of the Escrowed Amount to the Purchaser and demanding retention of such amount by the Escrow Shares are being held in escrow Agent. (the "Escrow Funds"c) in connection with any sale On receipt by the Selling Stockholders Escrow Agent of a statement executed by the President of the Company demanding payment of the Escrowed Amount pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction provisions of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(lSections 10(e) of this Agreement, Escrow Agent shall, within three (3) business days deliver a copy of said statement to the Federal Deposit Insurance Act Purchaser and shall deliver the Escrowed Amount to the Sellers on the tenth (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and 10th) business day after receipt by the Escrow Agent of such statement of the President of the Company, unless Escrow Agent prior to such delivery receives from Purchaser a statement contesting the delivery of the Escrowed Amount to the Sellers and demanding the return of such amount by the Escrow Agent. (d) On receipt by the Escrow Agent of a statement from Purchaser under Section 9.1(b) above, or from the President of the Company under Section 9.1(c) above, Escrow Agent shall not have retain the Escrowed Amount and thereafter deliver the same to either Sellers or Purchaser as they may direct by a statement executed by them both, provided that Escrow Agent may at any time after receiving a statement pursuant to subparagraphs (b) or (c) hereof, with notice to the Sellers and the Purchaser, surrender the Escrowed Amount to a court of competent jurisdiction for such disposition as may be directed by such court. (e) Upon delivery of the Escrowed Amount to either Sellers, Purchaser or a court of competent jurisdiction as provided in subparagraph (d) hereof, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to such determinationor arising out of the Escrowed Amount and all of Escrow Agent’s obligations arising therefrom. B. 9.2 The Escrow Agent shall receive and hold undertakes to faithfully perform all shares of common stock sold pursuant duties which it deems necessary to effectuate the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" provisions of this Agreement. The identity Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of (i) its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith. 9.3 The Purchaser and each Selling Stockholder and (ii) of the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to Sellers release the Escrow AgentAgent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder and the Purchaser and each of the Sellers hereby agree, jointly and severally, to indemnify the Escrow Agent for, and to hold it harmless against, any loss, cost, liability or expense incurred or suffered by the Escrow Agent without willful misconduct or gross negligence on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including all costs and expenses (including legal fees and disbursements) of defending itself against any claim or liability. C. 9.4 The Escrow Shares shall remain as issued and deposited and shall be held for Parties agree that any action or proceeding brought by either of them against the sole benefit of the Prospective Purchasers, who shall have voting rights other with respect to the Escrowed Amount shall be solely between the Parties and shall not include the Escrow Shares held Agent unless the Escrow Agent has engaged in their nameswillful misconduct. Each of the Sellers and the Purchaser severally agrees to indemnify and hold the Escrow Agent harmless from and against any and all damages, as provided by applicable state law. All stock powerscosts, losses, claims, judgments, costs and expenses (including but not limited to reasonable attorneys’ fees, which may include the fair value of its own services rendered in its defense) arising out of any breach of the foregoing covenant by him or it. 9.5 In the event the Escrow Agent shall take action pursuant to Section 9(d) hereof, the Escrow Agent shall be duly executed entitled to reasonable attorneys' fees and its costs and expenses in blankconnection with such proceeding, which fees and expenses shall be sent to shared equally by the Escrow Agents separate from the certificates evidencing the Escrow SharesPurchaser and Sellers.

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided provided, however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l3( L ) of the Federal Deposit Insurance Act (each a “"Permitted Investment”"). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, Investments and the Escrow Agent shall not have any obligation with respect to such determination. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. . The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents Agent separate from the certificates evidencing the Escrow Shares. C. If Escrow Agent shall receive written notice from the Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an agreement for the acquisition of a business pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser and has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers intend to continue to remain investors in the Issuer, then Escrow Agent, within two (2) business days, shall deliver the Escrow Shares to the applicable Prospective Purchasers who have given said confirmation at the address provided by the Selling Stockholders, if known, and shall deliver the Escrow Funds to the corresponding Selling Stockholders or, on their behalf to the brokerage account set forth in the Company's records, or if no brokerage account is provided, to their home address which is specified in the Company's records. D. If Escrow Agent shall receive written notice from the Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an Acquisition Agreement pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser, and either (i) Issuer has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers do not intend to continue to remain investors in the Issuer or (ii) more than forty-five (45) business days have elapsed after the effective date of the post-effective amendment, then Escrow Agent shall within two (2) business days return the Escrow Funds to the corresponding Prospective Purchasers at the address provided by the Selling Stockholders, if known, and shall return the Escrow Shares to the corresponding Selling Stockholders or, on their behalf to the brokerage account set forth in the Company's records, or if no brokerage account is provided, to their home address which is specified in the Company's records. E. If upon receiving written instructions from the Issuer that the Issuer has not (i) negotiated an acquisition transaction, (ii) filed a post-effective amendment to its registration statement, (iii) successfully completed a reconfirmation offering meeting the requirements of Rule 419 and (iv) closed on the acquisition agreement within eighteen (18) months after the effective date of its registration statement, then Escrow Agent shall return the Escrow Funds to the corresponding Prospective Purchasers, and shall return the Escrow Shares to the corresponding Selling Stockholders pursuant to the written instructions from the Issuer. F. If the Issuer elects to terminate the Offering prior to the occurrence of the events specified in Paragraphs "D", "E" or "F" of this Article "3" of this Agreement, then the Issuer shall notify Escrow Agent in writing pursuant to Article "9" of this Agreement that the Offering has been terminated and the registration statement withdrawn, whereupon Escrow Agent shall, within two (2) business days, return the Escrow Funds to the Prospective Purchasers, and shall return the Escrow Shares to the Selling Stockholders.

Duties of Escrow Agent. A. 3.1 The Escrow Agent shall establish an escrow account perform such duties and obligations as are set forth herein in accordance with the terms and provisions of this Agreement. 3.2 The Escrow Agent shall (i) safeguard and treat the "Escrow Account"Account as a trust fund in accordance with the provisions of this Agreement, and shall hold the Escrow Account separate and apart from any other accounts of any other person and (ii) into which hold and dispose of the securities and other property held in the Escrowed Account only in accordance with the terms and provisions of this Agreement. 3.3 Any (i) shares to be sold of Bay Peak common stock or other equity securities issued or distributed by Bay Peak (including shares issued upon a stock split) in respect of the "Escrow Escrowed Shares", (ii) and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by or other distributions made on account of the Prospective Purchasers while the Escrow Shares are being held in escrow Escrowed Shares, and (the "Escrow Funds"iii) in connection with any sale by the Selling Stockholders pursuant to the Offering interest or other income accrued on account of any such distributions on such Escrowed Shares, (collectively, the "Escrow Items"collectively “Distributions”) shall be deposited added to the Escrow Account and held until an acquisition meeting the criteria specified in Rule 419 is completedbecome a part thereof. Escrow Funds Any Distributions shall be invested upon the written direction of an officer considered part of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, Escrowed Shares and the Escrow Agent shall not have distribute any obligation such Distributions attributable to the Escrowed Shares in connection with respect to such determinationthe transfer or disbursement of any Escrowed Shares. B. 3.4 To the extent that there is cash in the Escrow Account, the Escrow Agent may invest any such cash in its discretion in (a) marketable obligations of, or fully and directly guaranteed by, the United States, which obligations have a maturity of not more than 90 days; or (b) money market funds registered under the Investment Company Act of 1940, as amended from time to time (the “1940 Act”), the portfolios of which are limited to Government Securities (as defined in the 1940 Act). 3.5 The Escrow Agent shall receive and hold all shares not be responsible to By Peak or the Investor Representative or any other person or entity for any loss or liability arising in respect of common stock sold pursuant any directed investment except to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" extent that such loss or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to liability arose from the Escrow Agent's gross negligence or willful misconduct. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who 3.6 Each Company Shareholder shall have voting rights with respect to the Escrow Escrowed Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent unless and until such shares have been transferred to the Escrow Agents separate from the certificates evidencing the Escrow Sharesanother party pursuant to this Agreement.

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (hold the "Escrow Account") into which Deposit, the shares to be sold (balance of the "Escrow Shares") Purchase Price and the Closing Documents in escrow, and shall disburse such funds to and deliver the Closing Documents only in accordance with the following provisions: (a) Escrow Agent shall hold the Deposit in an interest bearing account at a federally insured financial institution or as otherwise jointly directed by VCDS and Burlington. The interest so earned shall become part of the Deposit and shall be received from prospective purchasers of said shares (the "Prospective Purchasers") considered as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant income to the Offering (collectivelyparty receiving the Deposit, the "Escrow Items") which party shall be deposited responsible for the payment of any and held until an acquisition meeting all federal and state income taxes applicable to such interest. (b) In the criteria specified event Burlington fails to timely deliver to VCDS the LOC as provided in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(lSection 2(b) of the Federal Deposit Insurance Act (each Lease Acquisition Agreement and VCDS elects to terminate the Lease Acquisition Agreement as a “Permitted Investment”). The Issuer result thereof, VCDS shall be solely responsible for ensuring that such directions include only Permitted Investmentsdeliver a termination notice to Burlington and Escrow Agent, and unless Escrow Agent receives written notice from Burlington that it has delivered the LOC to VCDS, together with a copy of such LOC, within five (5) calendar days thereafter, Escrow Agent shall not have any obligation with respect deliver the entire Deposit to such determinationVCDS. B. (c) Upon Closing, Escrow Agent shall receive deliver the Closing Payment to VCDS at Closing as reflected on the Settlement Statement and hold all shares of common stock sold shall deliver the Closing Documents as instructed by Burlington, VCDS and SSC. (d) In the event Burlington defaults under the Lease Acquisition Agreement and as a result thereof VCDS exercises its right pursuant to Section 11.3(c) of the Offering Lease Acquisition Agreement by sending a notice of such default to Burlington and Escrow Agent, and unless Escrow Agent receives a written objection from Burlington within five (i.e.5) calendar days of receipt of such notice, Escrow Agent shall deliver the entire Deposit to VCDS. (e) In the event Burlington elects to terminate the Lease Acquisition Agreement as a result of a default by VCDS or SSC thereunder as permitted in Section 11.3(d) thereof by sending a termination notice to VCDS, SSC and Escrow SharesAgent, unless Escrow Agent receives a written objection from VCDS within five (5) calendar days of receipt of such notice, Escrow Agent shall deliver the entire Deposit to Burlington. (f) In the event either VCDS or Burlington timely objects to a disbursement of the Deposit pursuant to paragraph 5(b), (c) or (d) above, Escrow Agent shall hold the terms set forth Deposit and may elect to either: (i) continue to hold the Deposit until Escrow Agent receives a written agreement between Burlington and VCDS directing the disbursement of the Deposit or until ordered by a court of competent jurisdiction, as the case may be, in this Agreement and which event Escrow Agent shall disburse the Deposit in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" such agreement or "G" of this Article "3" of this Agreement court order; or (ii) place the Deposit into any court of competent jurisdiction and bring an action of interpleader or any other proceeding. (g) In the event of any litigation between Burlington and VCDS, Escrow Agent may place the Deposit or any other sum with the clerk of the court in which such litigation is pending. Upon the making of such deposit, Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" be relieved of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited its duties hereunder and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect no liability thereafter to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Sharesany party whatsoever.

Duties of Escrow Agent. A. In addition to the Duties set forth in the Escrow and Indemnification Terms, the Duties of the Escrow Agent shall establish include the following: 4.1 The Escrow Agent shall hold and safeguard the Escrow Shares during the Escrow Period, shall treat such Escrow Fund as a trust fund in accordance with the terms of this Agreement and the Escrow and Indemnification Terms and not as the property of Cisco, and shall hold and dispose of the Escrow Shares only in accordance with the terms hereof. 4.2 The Escrow Shares shall be voted by the Escrow Agent in accordance with the instructions received by the Escrow Agent from the beneficial 4.3 Promptly following termination of the Escrow Period as set forth in Section 3 hereof, if necessary, the Escrow Agent (i) shall deposit with the Cisco's stock transfer agent (which is currently Boston EquiServe LP) the number of Escrow Shares and other property in the Escrow Fund which is in excess of the amount of such Escrow Shares or other property (as set forth in a certificate of Cisco) which is determined to be sufficient to satisfy any unsatisfied claims made by Cisco and delivered to the Escrow Agent prior to termination of the Escrow Period, and to pay expenses as provided in Section 9.2 hereof and (ii) shall cause such transfer agent to transfer such Escrow Shares and other property to the Sellers. As soon as all such claims have been resolved, the Escrow Agent shall cause such transfer agent to deliver to such Sellers all of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims and expenses. Each Seller shall receive that number of Escrow Shares equivalent to such Seller's percentage interest in the Escrow Fund as set forth in Annex 1 hereto. 4.4 Pursuant to Section 12 of the Share Purchase Agreement, for the purpose of compensating Cisco for its Damages pursuant to the Share Purchase Agreement, the Escrow Shares shall be valued on the basis of the closing price of Cisco Common Stock on the Nasdaq National Market on the trading day before the date of an escrow account Officer's Certificate presented pursuant to Section 12.5 of the Share Purchase Agreement (the "Claim Stock Price"). The Claim Stock Price shall be set forth in such Officer's Certificate. If the value to be distributed to Cisco (or to any Seller upon a termination of the escrow) is not evenly divisible by the Claim Stock Price or the Termination Stock Price, as applicable, the Escrow Account") into which Agent shall round down the number of shares to be sold (distributed to the "Escrow Shares") next highest number of shares and shall cause the funds to be received from prospective purchasers transfer agent of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (to distribute that number. In lieu of the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant fractional interest not distributed, Cisco shall furnish to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted InvestmentsAgent, and the Escrow Agent shall not have any obligation with respect to (or such determination. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Sharestransfer agent) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Shares.turn

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (hold the "Escrow Account") into which Deposit, the shares to be sold (balance of the "Escrow Shares") Purchase Price and the Closing Documents in escrow, and shall disburse such funds to and deliver the Closing Documents only in accordance with the following provisions: (a) Escrow Agent shall hold the Deposit in an interest bearing account at a federally insured financial institution or as otherwise jointly directed by VCDS and Burlington. The interest so earned shall become part of the Deposit and shall be received from prospective purchasers of said shares (the "Prospective Purchasers") considered as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant income to the Offering (collectivelyparty receiving the Deposit, the "Escrow Items") which party shall be deposited responsible for the payment of any and held until an acquisition meeting all federal and state income taxes applicable to such interest. (b) In the criteria specified event Burlington fails to timely deliver to VCDS the LOC as provided in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(lSection 2(b) of the Federal Deposit Insurance Act (each Lease Acquisition Agreement and VCDS elects to terminate the Lease Acquisition Agreement as a “Permitted Investment”). The Issuer result thereof, VCDS shall be solely responsible for ensuring that such directions include only Permitted Investmentsdeliver a termination notice to Burlington and Escrow Agent, and unless Escrow Agent receives written notice from Burlington that it has delivered the LOC to VCDS, together with a copy of such LOC, within five (5) calendar days thereafter, Escrow Agent shall not have any obligation with respect deliver the entire Deposit to such determinationVCDS. B. (c) Upon Closing, Escrow Agent shall receive deliver the Closing Payment to VCDS at Closing as reflected on the Settlement Statement and hold all shares of common stock sold shall deliver the Closing Documents as instructed by Burlington, VCDS and SSC. (d) In the event Burlington defaults under the Lease Acquisition Agreement and as a result thereof VCDS exercises its right pursuant to Section 11.3(c) of the Offering Lease Acquisition Agreement by sending a notice of such default to Burlington and Escrow Agent, and unless Escrow Agent receives a written objection from Burlington within five (i.e.5) calendar days of receipt of such notice, Escrow Agent shall deliver the entire Deposit to VCDS. (e) In the event Burlington elects to terminate the Lease Acquisition Agreement as a result of a default by VCDS or SSC thereunder as permitted in Section 11.3(d) thereof by sending a termination notice to VCDS, SSC and Escrow SharesAgent, unless Escrow Agent receives a written objection from VCDS within five (5) calendar days of receipt of such notice, Escrow Agent shall deliver the entire Deposit to Burlington. (f) In the event either VCDS or Burlington timely objects to a disbursement of the Deposit pursuant to paragraph 4(b), (c) or (d) above, Escrow Agent shall hold the terms set forth Deposit and may elect to either: (i) continue to hold the Deposit until Escrow Agent receives a written agreement between Burlington and VCDS directing the disbursement of the Deposit or until ordered by a court of competent jurisdiction, as the case may be, in this Agreement and which event Escrow Agent shall disburse the Deposit in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" such agreement or "G" of this Article "3" of this Agreement court order; or (ii) place the Deposit into any court of competent jurisdiction and bring an action of interpleader or any other proceeding. (g) In the event of any litigation between Burlington and VCDS, Escrow Agent may place the Deposit or any other sum with the clerk of the court in which such litigation is pending. Upon the making of such deposit, Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" be relieved of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited its duties hereunder and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect no liability thereafter to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Sharesany party whatsoever.

Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any interest and/or dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determinationAct. B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers. D. If Escrow Agent shall receive written notice from the Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an agreement for the acquisition of a business pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, which shall be duly executed in blank, shall be sent and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser and has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers intend to continue to remain investors in the Issuer, then Escrow Agents separate Agent shall deliver the Escrow Shares to the applicable Prospective Purchasers who have given said confirmation, and shall deliver the Escrow Funds to the corresponding Selling Stockholders. E. If Escrow Agent shall receive written notice from the certificates evidencing Issuer pursuant to Article "9" of this Agreement that the Issuer has entered into an Acquisition Agreement pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written notice includes a representation that the Issuer has provided a post-effective amendment to the Issuer's registration statement which has been declared effective by the SEC to each Prospective Purchaser, and either (i) Issuer has received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that said Prospective Purchasers do not intend to continue to remain investors in the Issuer or (ii) more than forty-five (45) business days have elapsed after the effective date of the post-effective amendment, then Escrow Agent shall return the Escrow SharesFunds to the corresponding Prospective Purchasers, and shall return the Escrow Shares to the corresponding Selling Stockholders. F. If the Issuer has not (i) negotiated an acquisition transaction, (ii) filed a post-effective amendment to its registration statement, (iii) successfully completed a reconfirmation offering meeting the requirements of Rule 419 and (iv) closed on the acquisition agreement within eighteen (18) months after the effective date of its registration statement, then Escrow Agent shall return the Escrow Funds to the corresponding Prospective Purchasers, and shall return the Escrow Shares to the corresponding Selling Stockholders. G. If the Issuer elects to terminate the Offering prior to the occurrence of the events specified in Paragraphs "D", "E" or "F" of this Article "3" of this Agreement, then the Issuer shall notify Escrow Agent pursuant to Article"9" of this Agreement that the Offering has been terminated and the registration statement withdrawn, whereupon Escrow Agent shall return the Escrow Funds, together with any interest or dividends earned, to the Prospective Purchasers, and shall return the Escrow Shares to the Selling Stockholders.

Duties of Escrow Agent. A. The Escrow Agent shall establish an deposit the funds to be received from prospective purchasers (the "Prospective Purchasers") of Shares (“Escrow Funds”) in connection with any sale by the Issuer pursuant to the Offering into a noninterest bearing escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned held by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determinationAgent. B. The Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) Funds received from Prospective Purchasers pursuant to the terms set forth in this Agreement and in accordance with Rule 419Escrow Agreement. All Escrow Shares Funds are to remain as deposited and shall be held until until: (i) released by the Escrow Agent pursuant to Paragraphs "“D", ” or "E", "F" or "G" of this Article "3" of this Agreement or Escrow Agreement, or (ii) the Escrow Agent shall have deposited the Escrow Items Funds in court pursuant to Paragraph "GH" of Article "5" of this Escrow Agreement or the last sentence of Paragraph "IJ" of Article "5" of this Escrow Agreement. . C. The identity proceeds from the sale of (i) each Selling Stockholder and (ii) the Prospective Purchaser Shares in this Offering shall be included with the stock certificates or other documents evidencing such securities which are delivered payable to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited , and shall be deposited in a noninterest-bearing bank account until the Subscription Agreements are accepted by the Issuer. If the Issuer shall send written notice to the Escrow Agent pursuant to Paragraph “D” of Article “8” of this Escrow Agreement after the acceptance of the Subscription Agreement and the clearance of the Escrow Funds requesting that the Escrow Agent release the Escrow Funds to the Issuer, the Escrow Agent, within five (5) business days after receipt of such written request, shall send such Escrow Funds to the Issuer. If any subscription is not accepted by the Issuer, the Issuer shall send written notice to the Escrow Agent as noted above in this Paragraph “C”, and the checks shall be returned to the Issuer. No interest will be paid to any subscriber or to the Issuer. All subscription payments shall be held in the Escrow Account pending clearing of funds and, after each closing, the Escrow Agent, within five (5) business days after receipt of written request from the Issuer, shall release funds to the Issuer until the maximum offering proceeds are received. Thereafter, this Escrow Agreement shall terminate. D. If the Issuer elects to terminate the Offering or if the Offering expires (within 180 days after the initial Offering subject to an extension of the offering period by the Issuer for an additional 180 days) the sole benefit Issuer shall notify the Escrow Agent in writing pursuant to Paragraph “D” of Article "8" of this Escrow Agreement that the Offering has been terminated and the registration statement has been withdrawn, or has expired, whereupon the Escrow Agent shall, within five (5) business days, return the Escrow Funds to the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Shares.

Duties of Escrow Agent. A. 1. In connection with the Rule 419 offering, the Escrow Agent shall establish shall: a. Receive and hold all shares of Common Stock issued in connection with the offering pursuant to the terms set forth in this Agreement and in accordance with Rule 419; b. Deposit the gross proceeds from the offering promptly into an escrow account (the "Escrow Account") maintained by an "insured depository institution," or into a separate bank account; and c. Maintain in good faith and in the regular course of business Escrow Account records of the insured depository institution, or separate bank account, providing that the funds in the Escrow Account are held for the benefit of the purchasers and showing the name and interest of each party to the account. 2. The Escrow Agent shall be responsible for establishing the Escrow Account into which the shares securities to be sold (the "Escrow Shares") issued and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") Issuer's proposed offering shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. 3. The Escrow Funds Agent is not responsible for any act or failure to act on its part, except in the case of its own willful misconduct or gross negligence. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law for anything which it may do or refrain from doing in connection therewith, except for its own willful misconduct. 4. The Escrow Agent is not a party to or bound by any agreement pertaining to the transaction or any other agreement between the Parties, expect this Agreement. 5. In the event of any disagreement between the Parties or any person resulting in adverse claims or demands being made in connection with or for any of the amount in escrow, the Escrow Agent shall be invested upon entitled, at its option, to refuse to comply with any such claim or demand so long as such disagreement shall continue, and to initiate a legal proceeding, including but not limited to an impleader action, to have the written direction dispute resolved. Until resolution of an officer any such disagreement, Escrow Agent may refuse to deliver or otherwise dispose of funds until: a. The rights of the Issuer; provided however, that adverse claimant have been finally adjudicated in the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) court assuming and having jurisdiction of the Federal Deposit Insurance Act (each a “Permitted Investment”). Parties and the amount in escrow; or b. The Issuer differences shall be solely responsible for ensuring that such directions include only Permitted Investments, have been adjusted by agreement among the affected Parties and the Escrow Agent shall not have any obligation with respect to such determinationbeen notified thereof in writing signed by the interested Parties. B. Escrow Agent shall receive and hold all shares 6. The duties of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant hereunder are entirely ministerial, being limited to Paragraphs "D"receiving, "E"holding, "F" or "G" of this Article "3" of this Agreement or (ii) and disbursing the amount in escrow as provided herein. The Escrow Agent may rely upon and will be protected in acting upon any paper or other document which may be submitted to it in connection with its duties hereunder and which is believed by it to be genuine and to have been signed by the proper party or parties or their representatives, and shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement no liability or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent. C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights responsibility with respect to the Escrow Shares held in their namesform, as provided by applicable state law. All stock powersexecution, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Sharesor validity thereof.