Common use of Escrow Account Clause in Contracts

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Escrow Shares shall be first satisfied from held in an account (the “Escrow Account in accordance Account”) with the Escrow Agent. If cash dividends or other cash distributions are paid with respect to the Escrow Shares, Escrow Agent shall invest and reinvest the cash in an interest bearing money market account. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder. It is expressly agreed and understood by the parties hereto that Escrow Agent shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. In The dividends and other cash distributions received in respect of the event that any such indemnification obligation is not able Escrow Shares, together with all interest earned thereon are collectively referred to be satisfied from herein as the “Escrow Funds” and shall become part of the Escrow Account. Any stock dividends, then stock split shares or other securities received in respect of, or in exchange for, the Seller Escrow Shares shall pay be deemed to the Buyer Indemnified Parties the amount not satisfied from also be “Escrow Shares” and a part of the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On The Escrow Account shall be in the date that is six name of the Indemnifying Party. (6c) months following The Escrow Account shall be under the Closing Date, the Buyer and the Seller shall deliver joint written instructions to sole control of the Escrow Agent instructing (subject to the terms of this Escrow Agreement), and designated signers of Escrow Agent shall have the sole and exclusive authority to transfer Escrow Shares, draw checks or make withdrawals on the Escrow Account. A monthly statement detailing the contents of, and transactions in, the Escrow Account shall be sent to each of the Parent and the Indemnifying Party. Receipt, investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by Parent and Indemnifying Party to Escrow Agent within 30 calendar days after receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. (d) Parent shall not have any responsibility or liability for the security of any Escrow Shares or Escrow Funds in the Escrow Account or for calculating, reporting, or paying any interest on the Escrow Account. Moreover, Parent shall not have any responsibility or liability for the amount of interest paid by the Escrow Agent on the Escrow Account. Parent shall not have any responsibility or liability for, or with respect to, any loss or damage resulting from any failure, refusal or inability of the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of transfer the Escrow Amount minus (ii) any amounts previously paid Shares or to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Datedisburse, or allow for withdrawal of, the Buyer and the Seller shall deliver joint written instructions to the Escrow Funds upon proper authorization or direction. (e) Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in may make transfers or disbursements from the Escrow Account minus any amounts then subject without regard to a Claim Notice. Promptly upon how the timing of such transfers or disbursements may affect the amount of interest paid on the Escrow Account. (and in any event within three (3f) Business Days of) Until the resolution of any matter set forth in a Claim NoticeEscrow Shares are distributed under this Escrow Agreement, the Buyer Indemnifying Party shall be entitled to exercise all voting and consensual powers and rights pertaining such Escrow Shares, or any part thereof, for all purposes not inconsistent with the Seller terms of this Escrow Agreement. (g) The Escrow Shares shall deliver joint written instructions be appropriately adjusted so as to take into account stock splits, stock dividends, reverse stock splits and other similar changes affecting the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeoutstanding shares of Parent Common Stock.

Escrow Account. (a) The Seller’s obligation 9.1 As soon as practicable following the final settlement of any Warranty Claim which was notified to provide indemnification under this Article IX shall be first satisfied from the Seller prior to the Escrow Account Release Date and in accordance with respect of which there is a Due Amount, the Seller and the Buyer shall jointly instruct the Escrow Agreement. In the event that any such indemnification obligation is not able Agent in writing to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties out of the Escrow Account the Due Amount or, if less, the amount not satisfied from standing to the credit of the Escrow Account. 9.2 The Seller and the Buyer shall, by wire transfer of immediately available funds to an account or accounts designated as soon as reasonably practicable, jointly instruct the Escrow Agent in writing to pay any balance standing to the credit of the Escrow Account to the Seller’s Bank Account: 9.2.1 on the Escrow Release Date, if all Warranty Claims that have been notified to the Seller prior to that date (if any) have been settled and all Due Amounts in relation thereto have been paid to the Buyer; or 9.2.2 following settlement of all Warranty Claims that had been notified to the Seller prior to the Escrow Release Date but which had not been settled by such Buyer Indemnified Partythat time (if any) and the payment of all Due Amounts in relation thereto to the Buyer. (b) On 9.3 For the date that is six (6) months following the Closing Datepurpose of this Clause 9, a Warranty Claim shall be settled if: 9.3.1 the Buyer and the Seller so agree in writing; or 9.3.2 the Warranty Claim has been resolved by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Seller or the Buyer are debarred by passage of time or otherwise from making an appeal. 9.4 Nothing in this Clause 9 shall deliver joint written instructions prejudice, limit or otherwise affect any right (including the right to make any claim) or remedy the Buyer may have from time to time against the Seller under this Agreement. 9.5 Any interest that may accrue on the credit balance of the Escrow Account shall be credited to the Escrow Agent instructing Account and any payment of principal out of the Escrow Account under this Clause 9 shall include a payment of the interest earned on such principal sum by the Escrow Account. The liability to Taxation on any interest on any amount in the Escrow Account shall be borne by the Party ultimately entitled to that amount. 9.6 Neither the Seller nor the Buyer shall instruct the Escrow Agent to release to the Seller an any amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in from the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and otherwise than in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeaccordance with this Clause 9.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX At the Closing, Parent and Virgin Opco shall deliver, and the Sellers shall be first satisfied from deemed to have received and deposited, fifteen percent (15.0%) of the Virgin Opco Partnership Units and fifteen percent (15.0%) of the Parent Class A Common Stock issuable in the Exchange pursuant to Section 2.1(a) (the “Escrow Shares”) to a non-interest bearing escrow account (the “Escrow Account”) to be established by Parent with an escrow agent to be designated by Parent and approved by the Company prior to the Closing (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement. Each Seller shall be deemed to have deposited into the Escrow Account such Seller’s pro rata share of the Escrow Shares (with Exchange Stock being deemed to have been deposited by Helio and Exchange Units being deemed to have been deposited by SKT and EarthLink), and such Escrow Shares shall be deducted from the Virgin Opco Partnership Units or Parent Class A Common Stock, as applicable, otherwise issuable to each such Seller pursuant to Section 2.1(a). Such Escrow Shares shall provide security for the satisfaction of claims for (i) a Working Capital Deficit made by Parent pursuant to Sections 2.9 and 2.10 and (ii) indemnification claims made by the Parent Indemnified Parties pursuant to Article XII. Any fees and expenses of the Escrow Agent shall be paid by Parent. The Escrow Shares shall be retained in the Escrow Account until released pursuant to this Section 2.11 or Section 12.5. During the period in which the Escrow Shares are retained in the Escrow Account, they will be held for the benefit of the Sellers (and the Sellers shall be entitled to receive dividends and distributions on, and vote, such Escrow Shares), unless and until and to the extent it has been determined that Parent or any Parent Indemnified Party is entitled to retain any of the Escrow Shares in respect of a Working Capital Deficit or indemnification claims pursuant to Article XII, as the case may be. (b) Within three (3) business days following the final determination of the Closing Working Capital in accordance with Section 2.10, Parent and the Seller Agent shall each instruct the Escrow Agent in writing to promptly (and, in any event, no later than five (5) business days after delivery of such instructions) deliver to the Sellers in proportion to their respective pro rata shares of the Seller Consideration (with Exchange Stock being delivered to Helio and Exchange Units being delivered to SKT and EarthLink) a number of Escrow Shares with a value equal to (i) five percent (5%) of the total amount of Escrow Shares minus (ii) the amount of Escrow Shares delivered to Parent pursuant to Section 2.10 to satisfy a Working Capital Deficit, if any. (c) Within five (5) business days following the earlier of (i) the completion of the first full audit cycle of the Company after the Closing and (ii) March 31, 2010 (the “Initial Indemnity Escrow Release Date”), Parent and the Sellers Agent shall each instruct the Escrow Agent in writing to take the following actions: (i) The Escrow Agent shall be instructed to retain aggregate Escrow Shares with a value (valuing such Escrow Shares based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the Initial Indemnity Escrow Release Date) that is equal to the sum of the aggregate Outstanding Claims at such time, if any (or such lesser amount of Escrow Shares as shall be remaining in the Escrow Account at such time) (collectively, the “Retained Escrow Consideration”); provided that the ratio of Exchange Stock to Exchange Units comprising the Retained Escrow Consideration shall be the same as the ratio of Exchange Stock to Exchange Units comprising the Escrow Shares initially deposited into the Escrow Account pursuant to Section 2.11(a) (the “Escrow Ratio”). (ii) With respect to the Escrow Shares, if any, that are in excess of the Retained Escrow Consideration, the Escrow Agent shall be instructed to promptly (and, in any event, no later than five (5) business days after delivery of such instructions) deliver all of such Escrow Shares to the Sellers (with Exchange Stock being delivered to Helio and Exchange Units being delivered to SKT and EarthLink) in proportion to their respective pro rata shares of the Seller Consideration. (iii) In the event and to the extent that after the Initial Indemnity Escrow Release Date (i) any Outstanding Claim, a Notice of Claim for which was delivered prior to the Initial Indemnity Escrow Release Date, is resolved against the relevant Parent Indemnified Party(ies) (such amount, a “Company Favorable Outcome”) and (ii) the value of the Retained Escrow Consideration (valuing such Escrow Shares based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the date on which the Outstanding Claim giving rise to the Company Favorable Outcome is resolved) exceeds the aggregate Outstanding Claims at such time, after giving effect to such Company Favorable Outcome (such excess, if any, the “Retained Escrow Excess”), each of Parent and the Sellers Agent shall, within three (3) business days of the resolution of such Company Favorable Outcome, instruct the Escrow Agent in writing to promptly (and, in any event, no later than five (5) business days after delivery of such instructions) distribute all of such Retained Escrow Excess to the Sellers (with Exchange Stock being delivered to Helio and Exchange Units being delivered to SKT and EarthLink) in proportion to their respective pro rata shares of the Seller Consideration. (iv) In the event and to the extent that after the Initial Indemnity Escrow Release Date any Outstanding Claim, a Notice of Claim for which was delivered prior to the Initial Indemnity Escrow Release Date, is resolved in favor of the relevant Parent Indemnified Party(ies), each of Parent and the Sellers Agent shall promptly instruct the Escrow Agent in writing to promptly (and, in any event, no later than five business days after delivery of such instructions) deliver Retained Escrow Consideration, in accordance with the Escrow Agreement. In the event that any Ratio, to such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Parent Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (bParty(ies) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter manner set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSection 12.5.

Escrow Account. (a) Escrow Account Payment Notice and Disbursement Request; ------------------------------------------------------- Disbursements. The Seller’s obligation Indenture Trustee shall, five (5) Business Days prior to provide indemnification under this Article IX an ------------- Interest Payment Date or to a date of redemption or repurchase pursuant to Sections 3.07, 4.12 or 4.18 of the Indenture in respect of the Notes, submit to the Escrow Agent a completed Escrow Account Payment Notice and Disbursement Request substantially in the form of Exhibit A hereto. The Indenture Trustee hereby agrees with the Company that prior to the Maturity Date (as defined in the Indenture) it will deliver such Notice and that such subsequent release of funds shall be first satisfied from credited as partial satisfaction of its payment obligations under the Indenture. The Escrow Agent's disbursement pursuant to any Escrow Account Payment Notice and Disbursement Request shall be subject to the satisfaction of the applicable conditions set forth in Section 3(A)(b) hereof. Provided such Escrow Account Payment Notice and Disbursement Request is not rejected by it, the Escrow Agent, within two (2) Business Days following receipt of such Escrow Account Payment Notice and Disbursement Request, shall disburse the funds requested in accordance with the such Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, Account Payment Notice and Disbursement Request by wire or book-entry transfer of immediately available funds to an the account or accounts designated in writing by such Buyer Indemnified Party. of the Indenture Trustee for the exclusive benefit of the holders of the Notes. The Escrow Agent shall notify the Indenture Trustee as soon as reasonably possible (bbut not later than two (2) On Business Days from the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of receipt of the Escrow Amount minus (iiAccount Payment Notice and Disbursement Request) if any amounts previously paid to any Buyer Indemnified Party Escrow Account Payment Notice and any amounts then subject to a Claim NoticeDisbursement Request is rejected and the reasons therefor. On In the date that event such rejection is twelve (12based upon nonsatisfaction of the condition in Section 3(A)(b)(A) months following the Closing Datebelow, the Buyer and the Seller Indenture Trustee shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in thereupon resubmit the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (Payment Notice and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeDisbursement Request with appropriate changes.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX 4.1 Following Completion, the Escrow Amount shall be first satisfied from held in the Escrow Account in accordance with the terms of this clause 4 and the Escrow Agreement. In Letter. 4.2 Any interest that accrues on the credit balance on the Escrow Account from time to time shall be credited to the Escrow Account and any payment of principal out of the Escrow Account shall include a payment of the interest earned on that principal sum. 4.3 The liability to taxation on any interest on any amount in the Escrow Account shall be borne by the party ultimately entitled to that interest. 4.4 The Buyer and the Sellers’ Representative shall promptly provide such instructions to the Escrow Agents (where relevant in the form specified by the Escrow Letter) and take all other actions in relation to the Escrow Account as are necessary to give effect to the provisions of this clause 4. 4.5 Subject to the provisions of clause 8, the amount of the Escrow Amount shall not be regarded as imposing any limit on the amount of any claims under this agreement. 4.6 Nothing in this clause 4 shall prejudice, limit or otherwise affect any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this agreement or any of the documents executed pursuant to this agreement. 4.7 No amount shall be released from the Escrow Account otherwise than in accordance with this clause 4 and the terms of the Escrow Letter. 4.8 If a Notified Claim arises and is Resolved on or before the Release Date, the parties shall, as soon as reasonably practicable and in any event within five Business Days of the Notified Claim becoming a Resolved Claim, instruct the Escrow Agents to release to the Buyer from the Escrow Account the Due Amount in respect of that Notified Claim (together with any accrued interest on the amount so paid but less any applicable bank charges) or, if lower, the amount standing to the credit of the Escrow Account (but less any applicable bank charges). 4.9 On the Release Date, the parties shall instruct the Escrow Agents to release to the Warrantors from the Escrow Account an amount (if any) equal to the remaining balance of the Escrow Amount standing to the credit of the Escrow Account less the following sums: 4.9.1 if there are any Outstanding Claims, an amount equal to the Determined Amount (as defined in clause 4.10) in respect of those Outstanding Claims; and 4.9.2 any Due Amounts to the extent they have not been satisfied in accordance with clause 4.8 or otherwise on or before the Release Date, (together with any accrued interest on the amount so paid but less any applicable bank charges) in the proportions set out in column 5 of the table in Schedule 1 or in such other proportions as the Warrantors may direct in writing. 4.10 The Determined Amount in respect of any Outstanding Claim shall be either: 4.10.1 the amount agreed in writing between the Buyer and the Sellers’ Representative to be a reasonable estimate of the Sellers’ aggregate liability in respect of such Outstanding Claim; or 4.10.2 in the absence of such agreement between the Buyer and the Sellers’ Representative within 20 Business Days after the date on which the Sellers’ Representative receives written notice from the Buyer of such Outstanding Claim, the amount (if any) determined by Expert Counsel in accordance with clauses 4.11 to 4.14 to be a reasonable estimate of the Sellers’ aggregate liability in respect of such Outstanding Claim; 4.11 If a referral of an Outstanding Claim to Expert Counsel is required, the Expert Counsel shall be jointly instructed by the Escrow Agents to determine within 20 Business Days of his nomination his reasonable estimate of the Sellers’ aggregate liability in respect of such Outstanding Claim. 4.12 The Buyer and the Sellers’ Representative shall provide the Expert Counsel with all relevant information about such Outstanding Claim in the possession of the Buyer or any member of the Buyer’s Group or the Company or the Sellers (as the case may be) together with any other information in the possession of the Buyer or any member of the Buyer’s Group or the Company or the Sellers (as the case may be) which the Expert Counsel may reasonably request for the purpose of making his determination, PROVIDED THAT the Expert Counsel shall be instructed to keep all such information confidential and to return all such information to the Buyer or the Sellers’ Representative (as applicable) forthwith upon the making of his determination. 4.13 The Expert Counsel shall act as an expert and not as an arbitrator and his determination as to the success and quantum of a claim (in the absence of fraud or manifest error) shall be final and binding on the relevant Sellers and the Buyer. 4.14 The costs of the determination of the Expert Counsel shall be borne as between the Warrantors and the Buyer: 4.15 in such proportion as the Expert Counsel shall direct in writing, having regard to the merit of the respective arguments of the Sellers’ Representative and the Buyer in relation to the relevant Outstanding Claim; or 4.16 in the absence of any such indemnification obligation direction by the Expert Counsel, as to 50% by the Warrantors and as to 50% by the Buyer; and 4.17 If, following the Release Date, the Escrow Amount (or any part of it) continues to be held in the Escrow Account pending resolution of any Outstanding Claims, the following provisions shall apply: 4.17.1 upon an Outstanding Claim being Resolved, the parties shall, as soon as reasonably practicable and in any event within five Business Days of the Outstanding Claim being Resolved, instruct the Escrow Agents to release to the Buyer from the Escrow Account any unpaid Due Amount in respect of that Outstanding Claim (together with any accrued interest on the amount so paid but less any applicable bank charges) or, if lower, the amount standing to the credit of the Escrow Account (less any applicable bank charges); and 4.17.2 after all Outstanding Claims have been Resolved and all Due Amounts have been paid to the Buyer in full, the parties shall, as soon as practicable, instruct the Escrow Agents to release to the Warrantors the remaining balance (if any) standing to the credit of the Escrow Account (together with any accrued interest on the amount so paid but less any applicable bank charges) in the proportions set out in column 5 of the table in Schedule 1or in such other proportions as the Warrantors may direct in writing. 4.18 Subject to the provisions of clause 8, if a Due Amount is not able satisfied in full by a payment to be the Buyer from the Escrow Account, nothing in this agreement shall prevent or otherwise restrict the Buyer’s right to recover the balance from the Warrantors, and the Due Amount (to the extent not so satisfied from the Escrow Account, then ) shall remain fully enforceable against the Seller shall pay Warrantors. 4.19 Any payments made from the Escrow Account to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. under this clause 4 shall (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (iextent permitted at law) one fourth (1/4) be treated as a reduction of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticePurchase Price.

Escrow Account. (a) The Seller’s obligation to provide indemnification under Substantially simultaneously with the execution and delivery of this Article IX Agreement, the Escrow Agent shall be first satisfied from establish the Escrow Account in accordance with to hold all funds accepted or held by the Escrow Agent pursuant to the Escrow Agreement. In The Company shall ensure (by giving appropriate instructions to the event Escrow Agent) that any such indemnification obligation is not able to no funds shall be satisfied released from the Escrow Account, then except in accordance with this Agreement and the Seller shall pay Escrow Agreement. Notwithstanding anything herein to the Buyer Indemnified Parties contrary, (i) except for the amount not satisfied from contribution of the Initial Escrow Amount pursuant to Section 4.01(b), and the contribution of CVR Litigation Proceeds and CVR Government Action Proceeds pursuant to Section 4.01(c), the Company shall have no obligation under this Agreement or the Escrow Agreement to make any other payment to the Escrow Account, by wire transfer of immediately available funds and (ii) the Company shall have no obligation under this Agreement or the Escrow Agreement to an account (A) make any payment to any CVR Holder or accounts designated in writing by such Buyer Indemnified Party(B) incur any expenses payable to third parties that are not reimbursable Claims Expenses pursuant to this Agreement. (b) On Substantially simultaneously with the date that is six (6) months following execution and delivery of this Agreement and the Closing DateEscrow Agreement, the Buyer and the Seller Company shall deliver joint written instructions deliver, or cause to be delivered, to the Escrow Agent instructing for deposit into the Escrow Agent to release to the Seller Account, an amount in cash equal to the difference between (i) one fourth (1/4) of the Escrow Amount $15 million minus (ii) the Pre-Closing Expenses (as defined below) minus (iii) Pre-Closing Customer Claims (as defined below) plus (iv) the amount of any amounts previously paid to any Buyer Indemnified Party CVR Litigation Proceeds and any amounts then subject to a Claim Notice. On CVR Government Action Proceeds received after the date that is twelve of the Merger Agreement and before the date hereof (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the “Escrow Agent instructing the Escrow Agent to release to the Seller an Amount”). The amount equal to (i) $15 million minus (ii) the difference between (x) one fourth (1/4) Claims Expenses paid by the Company after the date of the Escrow Amount Merger Agreement and before the date hereof (the “Pre-Closing Expenses”) minus (yiii) any amounts Customer Claims (as defined below) paid to any Buyer Indemnified Party since after the date that was of the six (6) months following the Closing Date Merger Agreement and any amounts then subject to a Claim Notice. On before the date that is eighteen hereof (18the “Pre-Closing Customer Claims”) months following shall be referred to as the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the “Initial Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Amount”. (c) Promptly upon (and in any no event within three later than five (35) Business Days ofafter) the resolution of any matter set forth in a Claim Noticeeach receipt thereof, the Buyer Company shall deliver, or cause to be delivered, an amount in cash equal to the CVR Litigation Proceeds or the CVR Government Action Proceeds, as applicable, into the Escrow Account; provided that Litigation Proceeds that are not CVR Litigation Proceeds and Government Action Proceeds that are not CVR Government Action Proceeds shall be retained by the Company and the Seller CVR Holders shall deliver joint written instructions not have any rights with respect to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticesuch retained proceeds.

Escrow Account. (a) The Seller12.1 At the time required by this Agreement, the Commonwealth of Massachusetts shall transfer to an Escrow Agent selected jointly by Class Counsel and the Governor’s obligation Office the Global Settlement Amount to provide indemnification under this Article IX be held in the Escrow Account. 12.2 All funds held by the Escrow Agent shall be first satisfied from deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds shall be distributed or returned pursuant to the terms of this Agreement and/or further order of the Court. All risks related to the investment of the Global Settlement Amount shall be borne solely by the Global Settlement Amount, and the Commonwealth of Massachusetts and Defendants shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or other actions of the Escrow Agent, including any transactions executed by the Escrow Agent. 12.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in this Agreement. 12.4 The Court shall retain jurisdiction over the administration of the Escrow Account until all Allocated Amounts, Attorneys’ Fees and Costs, fees, costs, and expenses of the Claims Administrator, and interest earned on the Global Settlement Amount are paid, resulting in a Zero Dollar ($0) balance, the Escrow Account is closed, and the Settlement is complete. 12.5 Following its deposits as described in this Agreement, the Commonwealth of Massachusetts shall have no responsibility, financial obligation, or liability whatsoever with respect to the notifications to the Settlement Class required hereunder, the processing of Claims and opt-out requests, the allowance or disallowance of claims by the Claims Administrator, payments to Class Counsel, investment of Escrow Account funds, payment of federal, state, and local income, employment, unemployment, excise, and other taxes imposed on the Escrow Account or its disbursements, or payment of the administrative, legal, accounting, or other costs occasioned by the use or administration of the Escrow Account, since it is agreed that such deposits shall fully discharge the Commonwealth of Massachusetts of its obligations to Participating Class Members and Class Counsel and for expenses of administration of the Settlement. Rather, the Escrow Agent shall have sole authority and responsibility for the administration of such funds and income thereon, disbursement to Participating Class Members and Class Counsel, and payment of taxes and administrative costs in accordance with the provisions hereof, subject only to the rights of the Commonwealth of Massachusetts or Class Counsel to review determinations of the Escrow Agent or to seek redress for any breach of the terms hereof. 12.6 Participating Class Members shall be responsible for payment of appropriate federal, state, and local income taxes on any claim paid out pursuant to this Agreement. In the event that If, in any such indemnification obligation ruling or otherwise, it is not able determined that the Commonwealth of Massachusetts has any responsibility whatsoever for payment of any federal, state or local tax on any claim paid out pursuant to be satisfied from the Escrow Accountthis Agreement, then the Seller Commonwealth of Massachusetts shall pay have the right to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partyterminate this Agreement. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Adjustment Escrow Amount shall be first satisfied held by the Escrow Agent from the Closing Date until the final resolution of any adjustment to the Purchase Price is determined under Section 1.8 hereof and shall be released by the Escrow Account Agent in accordance with Section 1.8 hereof and the terms of the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller The Indemnification Escrow Amount shall deliver joint written instructions to be held by the Escrow Agent instructing from the Closing Date until eighteen (18) months after the Closing Date (the “Escrow Period”) and shall be released by the Escrow Agent in accordance with this Section 8.7 and the terms of the Escrow Agreement. During the Escrow Period, if any Buyer Indemnitee suffers any Buyer Damages for which such Buyer Indemnitee is entitled to release indemnification pursuant to this Article VIII it shall be required to proceed first against the Seller Indemnification Escrow Amount to recover an amount equal to the difference between amount of such Buyer Damages and, if the Indemnification Escrow Amount is insufficient to pay fully such Buyer Damages, thereafter against Sellers pursuant to Section 8.2(c) hereof. (ic) one fourth (1/4) At the end of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing DatePeriod, the Buyer and Escrow Agent, shall promptly deliver to Sellers cash (the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an “Returned Cash”) in amount equal to the difference between then current balance of Indemnification Escrow Amount (x) one fourth (1/4) subject to the prior reduction of the Indemnification Escrow Amount minus (y) any amounts paid to in satisfaction of any Buyer Indemnified Party since Damage for which any Buyer Indemnitee was entitled to indemnification pursuant to this Article VIII) less the date aggregate value of all claims for indemnification under this Article VIII, if any, for which proper notice has been timely filed by a Buyer Indemnitee in accordance with this Article VIII (“Pending Claims”). At the time that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing delivers the Returned Cash to Sellers, the Escrow Agent shall deliver a notice to release to Sellers’ Representative and Buyer setting forth the Seller amount of Returned Cash, the aggregate value of all funds remaining Pending Claims, and the amount of the Indemnification Escrow Amount, including Investment Income (as defined in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and Agreement) thereon, that will remain in any event within three (3) Business Days of) escrow under the Escrow Agreement pending resolution of any matter set forth such Pending Claims (the “Retained Cash”). (d) Within ten (10) business days after the date on which a claim for indemnification of Buyer Damages against Retained Cash has been completely and finally resolved in a Claim Noticeaccordance with the Agreement, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release shall deliver to the Seller all funds remaining Sellers, pursuant to an allocation provided by Sellers’ Representative at least 10 days in advance of such distribution, the Escrow Account minus Retained Cash (including any amounts then remaining subject Investment Income included therein) applicable to a Claim Noticesuch claim less an amount of cash equal to the aggregate amount recovered by Buyer, if any, in connection with the final resolution of such claim against the Retained Cash.

Escrow Account. (a) 4.1 The Seller’s obligation Escrow Funds are to provide indemnification under this Article IX be retained in the Escrow Account and shall only be first satisfied released: 4.1.1 in respect of a Relevant Claim in accordance with clause 5.1; 4.1.2 in respect of a claim to settle an Excess Amount in accordance with clause 6.1; or 4.1.3 in respect of a settlement of an Escrow Stock Amount in accordance with clause 7.4.4.; or 4.1.4 in accordance with clause 4.6. 4.2 If the Seller or the Buyer are entitled to money from the Escrow Account in accordance with this Agreement, the Seller and the Buyer shall within five Business Days starting on the day after the date the entitlement arises jointly instruct the Escrow Agent in writing to release the money to the Seller or the Buyer, as the case may be. If either party fails to instruct the Escrow Agent in accordance with this clause, the other party may instruct the Escrow Agent alone. 4.3 Interest accruing from time to time on the balance of money standing to the credit of the Escrow Account shall be added to the money standing to the credit of the Escrow Account and shall form part of it for the purposes of this Agreement. In . 4.4 The Seller and the event Buyer shall each pay one half of the Escrow Agent's costs in respect of any work done pursuant to this Agreement provided that any the Seller's portion of such indemnification obligation is not able to costs shall be satisfied from the amount standing to the credit of the Escrow Account, then the Seller shall pay Account before it is paid out to the Buyer Indemnified Parties or the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartySeller. (b) On the date that is six (6) months following the Closing Date, the 4.5 The Buyer and the Seller acknowledge that the Escrow Agent may withdraw from the Escrow Account an amount of tax on the interest earned in respect of money held in the Escrow Account for which it is or may become liable. 4.6 Subject to clauses 5.1 and 6.1 the whole of the monies standing to the credit of the Escrow Account (including interest which has accrued on such monies but, for the avoidance of doubt, less any monies paid to the Buyer pursuant to clauses 5.1 or 6.1) shall deliver joint written instructions be paid to the Seller (by transfer of funds for same day value to such account as shall have been notified to the Escrow Agent instructing by the Seller at lease three Business Days before the due date for payment) on the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Long Stop Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) A qualified Escrow Account will be established for each Offering of securities on the Platform. The Seller’s obligation Account will not earn interest and will exist only to provide indemnification under this Article IX shall facilitate the Offering to which it relates. Upon submission of an order to purchase securities, you will be first satisfied from expected to transfer funds to the Escrow Account Account, where they will be held together with all funds received from other prospective investors in accordance with the Offering until Escrow has closed in a successful Offering or Escrow is broken in a failed Offering. In a broken Escrow, the funds transferred to the Escrow Agreementaccount will be returned to investors in full. There are no fees or charges to you for a broken Escrow. All Escrow Accounts are held by an Escrow Agent separate from EquityDoor. In a successful Offering, Escrow will close and the funds will be transferred out of Escrow to the Issuer, and the Escrow Agent according to the terms specified in the Offering Materials and the related closing documents. A closing statement, detailing the allocation of transaction proceeds, will be available to all investors at closing. In the event that any such indemnification obligation the full amount of your order is not able accepted, any excess funds will be returned to be satisfied you from the Escrow Account, then Account at the Seller shall pay to time of closing. There will be no fees or charges assessed on the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer returned funds. EquityDoor and the Seller shall deliver joint written instructions Platform may close an Offering after enough bids have been received for it to be successful, meaning that at least the Escrow Agent instructing minimum Offering amount referenced in the Escrow Agent to release to Offering Materials for the Seller an amount equal to Offering and displayed on the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Platform has been received in the Escrow Account minus any amounts then subject to a Claim Noticeand all other relevant conditions have been satisfied. Promptly upon (and in any event within three (3) Business Days of) An Offering may or may not be kept open for the resolution of any matter set forth in a Claim Noticemaximum duration, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeat our sole discretion. THE ESCROW AGENT SHALL HAVE CUSTODY OR CONTROL OF ANY OF YOUR ASSETS, OR OF ANY ASSETS RELATED TO AN OFFERING, BEFORE, DURING, OR AFTER THE OFFERING PROCESS.

Escrow Account. (a) The SellerAt the Closing, pursuant to Section 2.02(d), the Parent shall deposit $5,000,000 (such amount the “Escrow Amount”) in immediately available funds into an escrow account (the “Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms and conditions of an escrow agreement based upon the form of Exhibit F attached hereto to be entered into on the Closing Date by the Parent, the Representative and the Escrow Agent (the “Escrow Agreement”). Absent fraud, the Escrow Amount shall serve as security for, and the sole source of payment of, the Parent’s obligation rights pursuant to provide Section 1.09 and Section 8.02. All fees, costs and expenses of the Escrow Agent pursuant to the Escrow Agreement shall be paid by the Parent. (b) Promptly following the determination of the Final Cash Consideration, and the making of all payments due pursuant to Section 1.09 and Section 8.02, if any, and the taking into account the amount, if any, of claims for indemnification under this Article IX shall be first satisfied from Section 8.02 properly asserted in writing prior to such date by the Indemnitees but not yet resolved as of the Expiration Date (such claims, the “Unresolved Claims”), if there are any amounts remaining in the Escrow Account in accordance with (the “Remaining Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow AccountAmount”), then the Seller Parent and the Representative shall deliver a joint written instruction to the Escrow Agent to pay to (a) the Buyer Indemnified Parties Paying Agent (for distribution to the amount not satisfied from Company Shareholders) the Company Shareholder Percentage of the Remaining Escrow Account, Amount by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions Paying Agent to the Escrow Agent instructing and (b) the Escrow Agent to release Surviving Company (for distribution to the Seller holders of the vested In-the-Money Options pursuant to Section 1.03(b)) the Optionholder Percentage of the Remaining Escrow Amount by wire transfer of immediately available funds to an amount equal account designated in writing by the Surviving Company. Upon final resolution of any Unresolved Claim in respect of which amounts had been retained (to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid extent not utilized to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Datesatisfy such Unresolved Claims), the Buyer Parent and the Seller Representative shall deliver a joint written instructions instruction to the Escrow Agent instructing that such amounts shall be deemed to have become Remaining Escrow Amount and shall be paid in accordance with the Escrow Agent to release to process set forth in the Seller an amount equal to preceding sentence and the difference between (x) one fourth (1/4) terms of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAgreement.

Escrow Account. At the Closing, U.S. $2,000,000 of the Estimated Purchase Price will be deposited in a segregated, interest-bearing escrow account (the "Escrow Account") with the Escrow Agent pursuant to an escrow agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement"), to be distributed by the Escrow Agent as follows: (a) The Seller’s obligation to provide indemnification under this Article IX U.S. $500,000 (the "Working Capital Escrow Amount") shall be first satisfied from held in the Escrow Account in accordance with to secure against any Working Capital Purchase Price Adjustment to be paid pursuant to Section 1.02(b)(iv). On the Purchase Price Determination Date the Working Capital Escrow Funds, less the amount of any Working Capital Escrow Payment made pursuant to Section 1.02(b)(iv), shall be paid to Seller by the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyAgent. (b) On U.S. $1,500,000 (the date that is six "Representations Escrow Amount") shall be held in the Escrow Account to secure against any Indemnity Obligations of Seller. In the event that, at any time on or before March 31, 2003 (6) months following the Closing "Representations Escrow Termination Date"), the Buyer Purchaser delivers any Claim Notice or Indemnity Notice to Seller, and the amount of Seller's Indemnity Obligations thereunder is not disputed by Seller in good faith, such amount shall deliver joint written instructions be immediately paid to Purchaser by the Escrow Agent instructing out of the Representations Escrow Funds (any such payment by the Escrow Agent being referred to herein as a "Representations Escrow Payment"); provided that, to the extent that the Representations Escrow Funds are not sufficient to cover the full amount of Seller's undisputed Indemnity Obligations under such Claim Notice or Indemnity Notice, the remaining amount of such Indemnity Obligations shall be paid directly by Seller. In the event that, at any time on or before the Representations Escrow Termination Date, Purchaser delivers any Claim Notice or Indemnity Notice to Seller, and the amount of Seller's Indemnity Obligations thereunder is disputed by Seller in good faith or is not readily ascertainable, a reserve shall be established against the Representations Escrow Funds (a "Representations Escrow Reserve") in the amount of Purchaser's good faith estimate of Seller's Indemnity Obligations, as set forth in such Claim Notice or Indemnity Notice. Within three Business Days of the Representations Escrow Termination Date, all of the Representations Escrow Funds, other than any Representations Escrow Reserves and any Representations Escrow Payments previously made or to be made to Purchaser, shall be paid by the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) Seller. If, at any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months time following the Closing Representations Escrow Termination Date, the Buyer and the Seller amount of Seller's Indemnity Obligations under any Claim Notice or Indemnity Notice is resolved indisputably, in whole or in part, such amount shall deliver joint written instructions to the Escrow Agent instructing be paid immediately by the Escrow Agent to release Purchaser out of the Representations Escrow Funds, and, to the Seller an extent that the aggregate amount equal to of remaining Representations Escrow Funds following such payment exceeds the difference between (x) one fourth (1/4) aggregate amount of the remaining Representations Escrow Amount minus (y) any amounts Reserves, such excess shall be paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing by the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSeller.

Escrow Account. (a) The Seller’s obligation to provide indemnification 17.1 If the Purchaser has a claim under this Article IX shall be first satisfied Agreement (including an indemnification claim under Clause 9) or under the Deed of Taxation Indemnity (a "RELEVANT CLAIM"), then it may in its discretion, without limitation of its other rights and remedies, seek monies from the Escrow Account in accordance with partial or full satisfaction of such Relevant Claim, it being understood and agreed that if there are monies remaining in the Escrow AgreementAccount and if the Relevant Claim concerns anything other than the Vendor's failure to pay the Working Capital Payment (to the extent payable by the Vendor) pursuant to Clause 3A or the Vendor's failure to pay off the Bank Debt pursuant to Clause 3.2.2, the Purchaser shall first use commercially reasonable efforts to seek such monies from the Escrow Account pursuant to the procedures in this Clause 17 with regard to such Relevant Claim before pursuing its other rights and remedies. In To the event that any such indemnification obligation is not able to be satisfied extent the Purchaser does seek monies from the Escrow Account, the following procedures shall be followed: 17.1.1 The Purchaser shall give written notice to the Vendor (with a copy to Mr. Lo) of the Relevant Claim pursuant to the notice provisions in Clause 13, stating in reasonable detail the nature of the Relevant Claim and the amount claimed in respect of the Relevant Claim (the "AMOUNT CLAIMED"); if confirmation of the Vendor's receipt of such notice is impossible or impractical due to the Vendor's bankruptcy, insolvency, liquidation, dissolution or similar event, then notwithstanding Clause 13 such notice shall be deemed to have been duly given to the Vendor upon the Purchaser's sending of such notice (by facsimile or post) to the Vendor's most recent mailing address as notified to the Purchaser pursuant to Clause 13. 17.1.2 Within 21 days after notice of the Relevant Claim is given or deemed given to the Vendor, the Vendor shall, by notice to the Purchaser (with a copy to Mr. Lo), either (i) accept liability for the Amount Claimed in whole; (ii) deny liability for the Amount Claimed in whole; or (iii) accept liability in part and deny liability in part with respect to the Amount Claimed. Any notice reflecting a denial in whole or in part shall describe, in reasonable detail, the nature or basis of such denial. If the Vendor does not respond within such 21 days, the Vendor shall be deemed to have accepted liability for the Amount Claimed in whole. 17.1.3 If the Vendor accepts liability for the Amount Claimed in whole or in part (such accepted amount being the "ACCEPTED CLAIM AMOUNT"), the Purchaser shall be entitled to be paid such Accepted Claim Amount out of the monies in the Escrow Account. 17.1.4 If the Vendor denies liability for the Amount Claimed in whole or in part and the Purchaser legally pursues the Vendor in connection with any such Amount Claimed that is denied, and there is a determination of the amount payable in respect of such denied amount by a competent Tax authority or by a court of competent jurisdiction against which no appeal has been lodged or is capable of being lodged within the statutory time limit (the amount so determined being the "ADJUDICATED CLAIM AMOUNT"), then the Seller Purchaser shall pay be entitled to be paid such Adjudicated Claim Amount out of the monies in the Escrow Account. 17.2 On the Escrow Termination Date, the monies then remaining in Escrow Account less the total of the then outstanding Amounts Claimed and in respect of which payment has not been made to the Buyer Indemnified Parties Purchaser under Clause 17.1 shall be paid to the amount Vendor. After that date (but without prejudice to Clause 17. 1) to the extent that the monies in the Escrow Account from time to time exceed the total of the then outstanding Amounts Claimed and in respect of which payment has not satisfied been made to the Purchaser under Clause 17.1, that money shall be paid to the Vendor. 17.3 If the Vendor or the Purchaser is entitled to monies from the Escrow Account, by wire transfer the Vendor and the Purchaser shall within seven days of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to on which such entitlement arises jointly instruct the Escrow Agent instructing in writing to pay the Escrow Agent to release monies to the Seller designated bank account as instructed by the Vendor or the Purchaser, as the case may be, together with an amount equal to the difference between interest actually accrued on such sum (iaccrued daily and compounded monthly) one fourth calculated for the period from the Completion Date to the date of payment (1/4) both dates inclusive). 17.4 Interest accruing from time to time on the balance of money standing to the credit of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller Account shall deliver joint written instructions be added to the Escrow Agent instructing the Escrow Agent to release monies standing to the Seller an amount equal to the difference between (x) one fourth (1/4) credit of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since Account and shall form part of it for the date that was purposes of this Clause 17. 17.5 The Vendor and the six (6) months following the Closing Date Purchaser shall each pay one half of all related costs in respect of opening, and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Datekeeping open, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAccount.

Escrow Account. (a) The Seller’s obligation At Mortgagee's option, Mortgagor shall pay to Mortgagee, together with and in addition to each regular installment of principal and/or interest payable under the Loan Documents, an amount deemed sufficient by Mortgagee to provide indemnification under this Article IX Mortgagee with funds in an escrow account sufficient to pay the taxes, assessments, insurance premiums and other charges next due at least thirty (30) days before the date the same are due. In no event shall Mortgagee be first satisfied from liable for any interest on any such funds held in the Escrow Account escrow account. At least thirty (30) days before the date the same are due, Mortgagor shall furnish to Mortgagee an official statement of the amount of said taxes, assessments, insurance premiums and other charges, and Mortgagee shall pay the same, but only if sufficient funds remain in accordance with the Escrow Agreementescrow account. In the event that of any deficiency in the escrow account, Mortgagor shall upon notice from Mortgagee immediately deposit with Mortgagee such additional funds as Mortgagee may deem necessary to cure the deficiency, in its sole discretion. If Mortgagee elects to pay any such indemnification obligation is not able to be satisfied from taxes, assessments, Book 9117 Pg 1828 (Space reserved for Clerk of Court) insurance premiums or other charges notwithstanding the Escrow Accountescrow account deficiency, then all sums advanced by Mortgagee in excess of the Seller escrow account balance shall pay bear interest, shall be paid and shall be secured as provided in paragraph 14. An official receipt for such sums shall be conclusive evidence of Mortgagee's payment and of the validity of the tax, assessment, insurance premium or other charge so paid. In the event of any default under this Mortgage or any other Loan Document, Mortgagee at its option may apply any or all funds in the escrow account against the Obligations or any other sums secured by this Mortgage, in any order of priority Mortgagee may deem appropriate in its sole discretion. At the time of any permitted transfer of the title to all of the Security Property then encumbered by this Mortgage, the balance in the escrow account shall inure to the Buyer Indemnified Parties benefit of such transferee without any specific assignment of such funds. Upon payment in full of the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing DateObligations, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject escrow account (if any) shall be paid over to a Claim Noticethe record owner of the Security Property encumbered by this Mortgage as of the date of such full payment. Promptly upon Notwithstanding the foregoing, Mortgagee agrees not to exercise its right to collect escrows for insurance so long as (i) no Event of Default has occurred and in any event within three is continuing; and (3ii) Business Days of) the resolution of any matter set forth all such insurance premiums are paid in a Claim Noticetimely manner as and when due, the Buyer and the Seller shall deliver joint written instructions evidence of such payment is provided to the Escrow Agent instructing the Escrow Agent Mortgagee no less than ten (10) days prior to release to the Seller all funds remaining any such payment being delinquent or overdue or beyond any deadline for maximum discounts, as determined by Mortgagee in the Escrow Account minus any amounts then remaining subject to a Claim NoticeMortgagee's sole discretion.

Escrow Account. (a) The Seller’s obligation To secure and to provide serve as recourse in respect of (i) any indemnification under obligations owed to any Buyer Indemnified Parties pursuant to this Article IX shall be first satisfied from VII, if any, and (ii) any payment or partial payment to the Escrow Account Company of adjustments to the Purchase Price calculated in accordance with Article I, at the Escrow Agreement. In Closing, the event that any such indemnification obligation is not able to be satisfied from Buyer shall deposit into the Escrow Account, then on behalf of the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Accountand Parent, by wire transfer of immediately available funds to an account or accounts designated funds, the Escrow Amount, by deducting such amount from the Estimated Purchase Price otherwise payable at Closing, in writing by such Buyer Indemnified Partyaccordance with the terms of this Agreement and the Escrow Agreement. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) On the date that is six (6) months following [***] anniversary of the Closing Date (the “First Escrow Release Date”), the Buyer Escrow Agent shall, and the Buyer shall cause the Escrow Agent to, release to the Seller the lesser of (i) [***] and (ii) the amount, if any, remaining in the Escrow Account (including any accumulated interest thereon) minus the amount of claims for indemnification under this Article VII (other than claims made pursuant to Section 7.2(b)) asserted but not yet resolved (“Escrow Unresolved Claims”) on or prior to the First Escrow Release Date. Each portion of the Escrow Account retained for Escrow Unresolved Claims pursuant to this Section 7.5(b) shall deliver joint written instructions be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Parties for any such claims resolved in favor of the Buyer Indemnified Parties) in accordance with the terms of the Escrow Agreement upon the later of (A) the resolution of the applicable Escrow Unresolved Claims in accordance with this Article VII and (B) the Final Escrow Release Date. (c) On the [***] anniversary of the Closing Date (the “Final Escrow Release Date”), the Escrow Agent shall, and the Buyer shall cause the Escrow Agent to, release to the Seller the excess, if any, of (i) the amount, if any, remaining in the Escrow Account (including any accumulated interest thereon) over (ii) the amount of Escrow Unresolved Claims existing on or prior to the Final Escrow Release Date. Each portion of the Escrow Account retained for Escrow Unresolved Claims pursuant to this Section 7.5(c) shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Parties for any such claims resolved in favor of the Buyer Indemnified Parties) upon the resolution of the applicable Escrow Unresolved Claims, in accordance with this Article VII and the terms of the Escrow Agreement. (d) In the case of a Buyer Indemnified Party’s rights to indemnification pursuant to this Article VII, for as long as there are funds available in the Escrow Account to cover the Buyer Indemnified Parties’ indemnifiable Losses pursuant to Section 7.2(a)(i), any and all Losses payable by the Seller or Parent to the Buyer Indemnified Parties with respect to such indemnifiable Losses will be paid in cash first out of the Escrow Account, and in the event any Losses that are not otherwise limited by Section 7.4(b) exceed, or are not paid and satisfied in full from, the Escrow Account, such Losses will be paid directly by the Seller or Parent to the applicable Buyer Indemnified Parties; provided that, in the event any Losses based upon, attributable to or resulting from breaches or inaccuracies of Company Fundamental Representations have reduced the funds available in the Escrow Account, Seller or Parent shall, upon the request of the Buyer, transfer immediately available funds to the Escrow Agent instructing for deposit into the Escrow Agent Account, up to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously Losses paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in from the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution respect of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticesuch Company Fundamental Representations.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Collateral shall be first satisfied from held in an account (the “Escrow Account in accordance Account”) with the Escrow AgreementAgent. In If cash dividends or other cash distributions are paid with respect to the event that any Collateral, such indemnification obligation is not able to cash dividends or other distributions shall be satisfied from held in the Escrow Account. It is expressly agreed and understood by the parties hereto that the Escrow Agent shall not in any way whatsoever be liable for losses on any investments, then including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. The dividends and other cash distributions received in respect of the Seller Collateral are collectively referred to herein as the “Escrow Funds” and shall pay to the Buyer Indemnified Parties the amount not satisfied from become part of the Escrow Account. Any stock dividends, by wire transfer stock split shares or other securities received in respect of, or in exchange for, the Collateral shall be deemed to also be “Collateral” and a part of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partythe Escrow Account. (b) On The Escrow Account shall be in the date that is six (6) months following the Closing Datename of Continental Stock Transfer & Trust Company as Escrow Agent for Xxxx Xxxxxxxx, the Buyer and Borrower. (c) The Escrow Account shall be under the Seller shall deliver joint written instructions to sole control of the Escrow Agent instructing (subject to the terms of this Escrow Agreement), and designated signers of the Escrow Agent shall have the sole and exclusive authority to release to transfer the Seller an amount equal to Collateral, draw checks or make withdrawals on the difference between Escrow Account. (id) one fourth (1/4) The Lender shall not have any responsibility or liability for the security of the Collateral or Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Funds in the Escrow Account minus or for calculating, reporting, or paying any amounts then subject to a Claim Noticeinterest on the Escrow Account. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim NoticeMoreover, the Buyer Lender acknowledges that no interest will be paid on the Escrow Funds and the Seller shall deliver joint written instructions to that the Escrow Agent instructing shall not have any responsibility or liability for the value, valuation or fluctuation of the value of the collateral deposited by the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus Account. (f) Until the Collateral is distributed under this Escrow Agreement, the Borrower shall be entitled to exercise all voting and consensual powers and rights pertaining the Collateral, or any amounts then remaining subject part thereof in accordance with the terms of the Loan Agreement. (g) The Collateral shall be appropriately adjusted so as to a Claim Notice.take into account stock splits, stock dividends, reverse stock splits and other similar changes affecting the Collateral

Escrow Account. (a) The Within ten days after the Closing Period Termination Date, Buyer shall prepare, in consultation with Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from , a reconciliation statement for the Escrow Account Account, acting reasonably and in accordance with good faith (the “Escrow Reconciliation Statement”), setting forth (i) a reconciliation of the amount paid to the Escrow Agreement. In Agent pursuant to Section 10.2(d)(i), if any, and amounts disbursed to Buyer by the event that Escrow Agent as provided in Section 3.3, (ii) a summary of the resolution of any such indemnification obligation Title Defects or Environmental Defects not cured, and Title Benefits not agreed to, prior to Closing and a reconciliation of all amounts paid to the Escrow Agent pursuant to Sections 10.2(d)(ii), or 10.2(d)(ii) and disbursed to Buyer or Seller by the Escrow Agent as provided in Sections 6.5(c), 6.6(b) and 7.4(c) and (iii) the amount, if any, Buyer believes is not able payable to be satisfied it from the Escrow Account, then . Buyer shall submit the Escrow Reconciliation Statement to Seller. Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from respond in writing with objections and proposed corrections within thirty (30) days of receiving the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Reconciliation Statement. If Seller shall deliver joint written instructions does not respond to the Escrow Agent instructing Reconciliation Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Seller and final and binding between the parties. After approval of the Escrow Reconciliation Statement, Buyer and Seller will direct the Escrow Agent to release disburse to the Seller an Buyer the amount equal to the difference between (i) one fourth (1/4) of which Buyer is entitled to hereunder and all remaining amounts in the Escrow Amount minus (ii) any amounts previously paid Account will be disbursed to any Seller. If Buyer Indemnified Party and any amounts then subject Seller are unable to agree to a Claim Notice. On the date that is twelve final Escrow Reconciliation Statement within thirty (1230) months following the Closing Date, the Buyer and the Seller shall deliver joint days after Seller’s written instructions objection to the Escrow Agent instructing Reconciliation Statement submitted by Buyer, amounts which are not in dispute shall be disbursed by the Escrow Agent to release Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit the disagreement to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Independent Expert selected in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and manner provided in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSection 8 for resolution.

Escrow Account. (a) At the Closing, Purchaser shall deliver to Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), under the escrow agreement dated the Closing Date, by and among Purchaser, the Unitholder Representative and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), an amount equal to Ten Million Eight Hundred Fifty Thousand dollars ($10,850,000) (the “Escrow Amount”). The Seller’s obligation to provide indemnification under this Article IX Escrow Amount shall be held in an escrow account (the “Escrow Account”) in accordance with the terms of the Escrow Agreement and released and paid on the first satisfied (1st) anniversary of the Closing (the “Escrow Termination Date”) in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Escrow Amount will be used in connection with any amount payable to Purchaser pursuant to Section 1.5(e)(i) and to satisfy claims for Losses made by Purchaser required to be indemnified pursuant and subject to Article VIII hereof. All Parties hereto agree for all Tax purposes that: (i) the right of the Unitholders to the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law, as appropriate, (ii) Purchaser shall be treated as the owner of the Escrow Account, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Purchaser pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8), (iii) if and to the extent any amount of the Escrow Amount is actually distributed to the Unitholders, interest shall be imputed on such amount as required by Section 483 or 1274 of the Code, and (iv) in no event shall the aggregate amount payable to the Unitholders from the Escrow Account exceed Fifteen Million dollars ($15,000,000). Clause (iv) of the preceding sentence is intended to ensure that the right of the Unitholders to the Escrow Amount and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. No Party shall take any action or filing position inconsistent with the foregoing. (b) If at any time all or any portion of the Escrow Amount is released to the Unitholder Representative in accordance with the terms of the Escrow Agreement. In , then the event Unitholder Representative shall (i) promptly re-determine (x) the Aggregate Incentive Pool, (y) the Incentive Payments and (z) the Special Bonus and (ii) subject to the immediately succeeding sentence, distribute such amount among the Unitholders, the Participants and Xxxxxx X’Xxxx in accordance with the terms of the LLC Agreement, the Management Incentive Plan and the X’Xxxx Employment Agreement (as determined by the Unitholder Representative), each as in effect immediately prior to the Closing; provided that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay distributions to the Buyer Indemnified Parties Participants and Xxxxxx X’Xxxx shall be made subject to Purchaser’s receipt of an acknowledgement, in a form reasonably satisfactory to Purchaser, from each Participant and Xxxxxx X’Xxxx. The Unitholder Representative shall wire any amount payable to any Participant and/or Xxxxxx X’Xxxx pursuant to the amount not satisfied from immediately preceding sentence to the Escrow AccountCompany and, promptly upon receipt thereof, the Company shall, and Purchaser shall cause the Company to, pay such amounts to the Participants and Xxxxxx X’Xxxx through its payroll (subject to any required withholding) (it being expressly agreed that the Participants and Xxxxxx X’Xxxx shall be third-party beneficiaries of this Section 1.3(b), each of whom may enforce the provisions of this Section 1.3(b)). Any amounts payable to the Unitholders pursuant to this Section 1.3(b) shall be paid by wire transfer of immediately available funds to an account or accounts the account(s) designated in writing by each such Buyer Indemnified PartyUnitholder. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX At the Closing, Seller shall be first satisfied from transfer the Escrow Account Amount in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing the Escrow Account to be held by such Buyer Indemnified Partythe Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement. (b) On Interest accruing from time to time on the date that is six amount standing to the credit of the Escrow Account shall be added to the Escrow Amount and shall form part of the Escrow Amount for the purposes of this Agreement. (6c) months following the Closing Date, the Buyer and the Seller shall deliver share the costs for the Escrow Agent and the Escrow Account equally. (d) Xxxxx and Seller shall cause joint written instructions to be delivered to the Escrow Agent as follows: (i) in accordance with Section 8.8; (ii) within five Business Days following presentment by Seller to Buyer of reasonable evidence of any amount to be paid to any third party or any reasonable and documented out-of-pocket costs incurred by Seller in connection therewith, in each case, with respect to (A) the Specified Litigation Proceedings (but excluding any costs incurred in connection with Specified Litigation Proceedings for which Seller is a plaintiff or claimant), (B) the Specified Tax Proceedings, (C) any other Excluded Liabilities or (D) any reimbursement obligation of Seller pursuant to Section 7.13(e) (the expenses and costs referred to in the immediately preceding clauses (A) through (D), collectively, the “Qualified Expenses”), instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of applicable Qualified Expenses from the Escrow Amount minus Balance; provided, however, in no event shall Seller be entitled to duplicative payment for the same Qualified Expenses; (iiiii) within five Business Days following presentment by Buyer to Seller of reasonable evidence of any amounts previously amount to be paid to any third party or any reasonable and documented out-of-pocket costs incurred by Buyer Indemnified Party in connection therewith, in each case, to remediate the Specified Remediation Matters, which costs and any amounts then subject to a Claim Notice. On expenses shall not exceed $50,000 in the date that is twelve (12) months following the Closing Dateaggregate, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller Buyer an amount equal to the difference between (x) one fourth (1/4) of such costs and expenses from the Escrow Amount minus (y) any amounts paid Balance; provided, however, that Buyer must present to any Buyer Indemnified Party since Seller evidence of such costs and expenses prior to the date that was is the six (6) months following 12-month anniversary of the Closing Date and in no event shall Buyer be entitled to duplicative payment for the same costs and expenses; provided, further, that recovery from the Escrow Account of third party payments and reasonable and out-of-pocket costs incurred by Buyer in connection therewith in accordance with this Section 2.6(d)(iii) shall be Buyer’s sole and exclusive remedy against Seller for any amounts then subject to a Claim Notice. On Losses resulting from or arising out of, or otherwise in connection with, the date that is eighteen Specified Remediation Matters; and (18iv) months following on the Closing Escrow Release Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeBalance.

Escrow Account. 3.8.1 The Purchaser shall at Completion Date make a cash deposit of SEK ninety (a90) The Seller’s obligation to provide indemnification million (the “Deposit”) into the Escrow Account under this Article IX an Escrow Account and Pledge Agreement with the Escrow Bank and the Deposit shall be first satisfied pledged to the Purchaser. 3.8.2 Withdrawals from the Escrow Account may only be made as follows: (a) Upon determining the Net Worth Adjustment as set out in Section 3.7 an amount equal to all or part of the Estimated Net Worth Adjustment (including interest thereon) may be released to the Vendors upon their request to the Bank in accordance with what is set out in Section 3.7; (b) Upon determining the Net Worth Adjustment as set out in Section 3.7 an amount equal to all or part of the Estimated Net Worth Adjustment or a greater amount corresponding to the Net Worth Adjustment (including interest thereon) may be released to the Purchaser upon his request to the Bank in accordance with what is set out in Section 3.7; (c) Following the Completion Date, the Purchaser may request the Escrow Agreement. In Bank’s release of amounts in the event Escrow Account required to satisfy Claims made not later than 18 months following Completion Date and which have been finally settled; (d) After 18 months from the Completion Date, the Vendors may request the Escrow Bank’s release of an amount up to 50 % of the original Deposit less any Claims made, provided that any the amount remaining on the Escrow Account following such indemnification obligation withdrawal is sufficient to cover the amount of Claims made by the Purchaser and which have not able been settled; (e) Following Completion Date, the Purchaser may request the Escrow Bank’s release of an amount up to be satisfied the balance amount on the Escrow Account to satisfy environmental or Tax Claims made not later than 24 months following the Completion Date and which have been finally settled; and (f) After 24 months from the Completion Date, the Vendors may request the Escrow Bank’s release of the remaining amount in the Escrow Account, then provided the Seller shall pay to Purchaser has not made any Claims which have not been finally settled, in which case, however, the Buyer Indemnified Parties part of the balance amount exceeding the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim NoticeClaims may be released. On Upon settlement of all outstanding Claims the date that is twelve (12) months following the Closing Date, the Buyer and the Seller balance amount shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining be released in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeaccordance with such settlement.

Escrow Account. Three escrow accounts will be established with a bank at Closing, to be funded by Seller from the Cash Proceeds at Closing as follows: (ai) The Seller’s obligation to provide indemnification under this Article IX first escrow account (the "Warranty Escrow") shall cover all warranty expenses on equipment and other products sold by Seller which shall be first satisfied incurred or paid by Buyer and which equipment or products at Closing are still covered by the respective manufacturers= warranties for product defects. On behalf of Seller, Buyer shall deposit from the Cash Proceeds $10,000.00 into the Warranty Escrow Account at Closing in accordance with the terms of the Warranty Escrow AgreementAgreement annexed as EXHIBIT B, which funds shall be distributed only to pay for warranty costs (including labor and materials) paid or incurred by Buyer in providing warranty service to Seller=s customers with respect to products (the Warranty Claims). In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the for labor at a rate of $30.00 per hour, which Buyer Indemnified Parties the amount not satisfied and Seller agree is reasonable. Before any disbursements are made from the Escrow AccountWarranty Escrow, by wire transfer of immediately available funds Buyer shall afford Seller the opportunity to an account or accounts designated in writing by such Buyer Indemnified Party. review the warranty claims. Upon the first to occur (bx) On the date that is six one year from the Closing Date and (6y) months following the date that the respective manufacturers= warranty periods end for all warranted sales of products by Seller on or prior to the Closing Date, any remaining, undistributed amounts held in the Warranty Escrow Account will be distributed to Seller. At Closing, Seller will be required to supply Buyer with a complete listing of equipment sold by Seller up through the Closing Date, identifying the time remaining with respect to which such equipment will remain under manufacturers= warranty. On or before Closing, Seller will also provide to Buyer copies of the relevant manufacturers= warranty policies. (ii) The second escrow account (the "Sales Tax Escrow") shall cover any sales or use tax liability of the Seller for its activities in operating the Retail Operations on or prior to the Closing Date until Seller delivers to Buyer a receipt from the California Board of Equalization showing that all requisite amounts incurred on account of sales or use tax receipts up to and including the Closing Date have been paid or a certificate therefrom stating that no amounts of sales or use tax receipts are due to be paid. Seller shall deposit from the Cash Proceeds $50,000.00 into the Sales Tax Escrow at Closing, which amount represents Seller=s average monthly sales tax payment to the California Board of Equalization for the twelve month period preceding the Closing Date. Once Buyer receives from Seller a receipt or a certificate from the State Board of Equalization showing that the tax liability has been paid or no tax is due, Buyer shall release the escrowed funds allocated for sales or use tax to Seller, less any amount previously paid in respect of such sales or use tax liability. (iii) The third escrow account (the Vactor Escrow) shall cover the inability of the Buyer to enter into a satisfactory distributorship agreement with Vactor Manufacturing, located in Streator, Illinois (Vactor) on or before a date that is thirty (30) days from the Closing Date. Sales of Vactor products by Seller account for approximately 11% of Seller=s gross revenues. Seller shall deposit from the Cash Proceeds $185,000.00 into the Vactor Escrow at Closing, which amount represents approximately 11% of the Cash Proceeds. If Vactor provides Buyer with an executed distribution agreement that is satisfactory to Buyer, in Buyer=s sole discretion, before July 10, 1996, then the funds in the Vactor Escrow shall be distributed to Seller. If Vactor does not provide Buyer with an executed distribution agreement that is satisfactory to Buyer, in Buyer=s sole discretion, before July 10, 1996, the funds in the Vactor Escrow shall be distributed to Buyer. (iv) In the event the warranty claims exceed the funds available in the Warranty Escrow, or similarly, if Seller's sales or use tax liability exceeds the funds available in the Sales Tax Escrow (the "Excess Claims"), Xxxxx X. Xxxxx and Xxxxxx X. Xxxxx, jointly and severally, shall indemnify Buyer for and pay over to Buyer in accordance with Article 9 of this Agreement, the amount of the Excess Claims. (v) The Warranty Escrow, the Sales Tax Escrow and the Vactor Escrow shall be subject to the terms and conditions of the Warranty Escrow Agreement, the Sales Tax Escrow Agreement and the Vactor Escrow Agreement (collectively, respectively, the Escrow Agreements) to be executed on the Closing Date by the Shareholders, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing DateAgent, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing DateXxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxxxx, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining P.A., substantially in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Noticeforms attached hereto as EXHIBITS B, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeC AND C-1.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay Subject to the Buyer Indemnified Parties the amount not satisfied from the Escrow Accountprovisions of this Agreement, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. within five (b5) On the date that is six (6) months Business Days following the Closing First Escrow Release Date, the Buyer Purchaser and the Seller shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to for the benefit of the Seller an amount equal to the difference between (i) one fourth (1/4) remainder, if any, of the Escrow Amount minus (iiFirst Release Amount; provided, however, that if written notice regarding a claim for indemnification pursuant to Section 8.02(c) any amounts previously paid to any Buyer is delivered by a Purchaser Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following Seller in accordance with this Agreement prior to the Closing First Escrow Release Date, then a portion of the Buyer First Release Amount sufficient to cover the claimed Losses shall be retained in the Escrow Account and the Purchaser and the Seller shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release for the benefit of the Seller only such portion of the First Release Amount (if any) that is not reasonably necessary to satisfy such claimed Losses relating to such written notice until final resolution (including expiration of any deadline to file an appeal or other legal remedy, if applicable) of the specific matter to which such written claim relates; provided that, within five (5) Business Days of the final resolution of any such claims, if any, the Purchaser and the Seller shall instruct the Escrow Agent to release the portion of the First Release Amount reserved in respect of such claim in the manner set forth in such final resolution. (b) Subject to the provisions of this Agreement, within five (5) Business Days following the Final Escrow Release Date, the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller the remainder, if any, of the Escrow Funds; provided, however, that if written notice regarding a claim for indemnification pursuant to Section 8.02(c) is delivered by a Purchaser Indemnified Party to the Seller in accordance with this Agreement prior to the Final Escrow Release Date, then a portion of the Escrow Funds sufficient to cover the claimed Losses shall be retained in the Escrow Account and the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller only such portion of the remaining Escrow Funds that is not reasonably necessary to satisfy such claimed Losses relating to such written notice until final resolution (including expiration of any deadline to file an appeal or other legal remedy, if applicable) of the specific matter to which such written claim relates; provided that, within five (5) Business Days of the final resolution of any such claims, if any, the Purchaser and the Seller shall instruct the Escrow Agent to release for the portion of the Escrow Funds reserved in respect of such claim in the manner set forth in such final resolution. (c) If there is an Excess Amount, the Purchaser may elect to demand payment of such Excess Amount from the Escrow Funds, in which case the Purchaser and the Seller shall, within five (5) Business Days of such election, jointly instruct the Escrow Agent to release an amount equal to the difference between Excess Amount (x) one fourth (1/4) or, if less than the Excess Amount, the remainder of the Escrow Amount minus (yFunds) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticePurchaser.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Escrow Agent shall be first satisfied from invest and reinvest the Escrow Account Fund in accordance with Section 2.7 of the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated unless otherwise instructed in writing by Seller and Buyer. Such written instructions, if any, referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold and shall also include the name of the broker-dealer, if any, which Seller and Buyer direct the Escrow Agent to use in respect of such Buyer Indemnified Partyinvestment, any particular settlement procedures required, if any (which settlement procedures shall be consistent with industry standards and practices), and such other information as Escrow Agent may require. Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless Escrow Agent is otherwise directed in such written instructions, Escrow Agent may use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with Escrow Agent or any of its affiliates. It is expressly agreed and understood by the parties hereto that Escrow Agent shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Deposit Escrow Agreement. (b) On the date that is six (6) months following the Closing DateReceipt, the Buyer investment and the Seller shall deliver joint written instructions to reinvestment of the Escrow Agent instructing the Fund shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by Seller or Buyer to release Escrow Agent within thirty (30) calendar days after receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said thirty (30) day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, (x) each account statement shall be deemed to have been received by the Seller an amount equal party to whom directed on the difference between earlier to occur of (i) one fourth (1/4) of the Escrow Amount minus actual receipt thereof and (ii) any amounts previously paid to any Buyer Indemnified Party five (5) Business Days (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) the term "Business Day" shall mean any amounts paid to any Buyer Indemnified Party since day of the date that was the six (6) months following the Closing Date year, excluding Saturday, Sunday and any amounts then subject other day on which national banks are required or authorized to a Claim Notice. On the date that is eighteen (18) months following the Closing Dateclose in Las Vegas, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim NoticeNevada or New York, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeNew York.

Escrow Account. 8.1 Claims under the Warranties (aother than the Fundamental Warranties) The Seller’s obligation to provide indemnification and claims under this Article IX shall the Tax Covenant may be first satisfied from settled out of the Escrow Account Amount in accordance with the provisions of this Agreement, and of the Escrow Agreement. In Agreement but subject as follows: 8.1.1 any Claims under the event Warranties (other than the Fundamental Warranties) or under the Tax Covenant for which it is finally decided that the Company or the Sellers (or Relevant Sellers or Other Sellers or Outstanding Sellers) are liable may be settled out of the Escrow Amount to the extent notified to the Sellers' Representatives and the Company on or before the First Expiry Date; but 8.1.2 such Claims may not be settled out of the Escrow Amount if notified after the First Expiry Date save only for Tax Claims, Share Capital Claims and IP Claims and only if any such indemnification obligation Tax Claims, Share Capital Claims or IP Claims are so notified to the Sellers' Representatives and the Company before the Second Expiry Date. 8.2 On the Second Expiry Date then: 8.2.1 if there is not able no First Escrow Claim or Second Escrow Claim outstanding the Sellers' Representatives and the Buyer shall instruct the Escrow Agent to release the Escrow Amount plus any interest accrued due on the cash element and any other accrued cash or stock and less any fees, expenses or taxes deductible thereon in accordance with the terms of the Escrow Agreement to the Sellers, Other Sellers and to the Outstanding Sellers in their respective Percentage Portions; 8.2.2 if any First Escrow Claim or Second Escrow Claim remains outstanding there shall be satisfied from retained in the Escrow Account Escrow Cash and Escrow Stock (in the proportions of cash and stock then standing to the credit of the Escrow Account) equal to the alleged amount of such Claim (or if less the Recommended Amount) (with Escrow Stock being valued in accordance with Clause 8.6) and the Sellers' Representatives and the Buyer shall instruct the Escrow Agent to release the balance of the Escrow Amount plus any interest accrued on the cash element thereof and any other accrued cash or stock and less any fees, expenses or taxes deductible thereon in accordance with the terms of the Escrow Agreement to the Sellers, the Other Sellers and the Outstanding Sellers in their respective Percentage Portions. 8.3 If it is finally decided, whether before, on or after the First or Second Expiry Date, that the Company or the Relevant Sellers are liable in whole or in part in respect of a Claim or claim under the Tax Covenant and which can be settled out of the relevant Escrow Cash and Escrow Stock then standing to the credit of the Escrow Account, then the Seller shall pay to Sellers' Representatives and the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to the Seller an amount equal Buyer from the Escrow Account (in the proportions of cash and stock then standing to the difference between (i) one fourth (1/4) credit of the Escrow Amount minus Account) the amount due to the Buyer under such Claim or claim, less any fees, expenses or taxes deductible thereon in accordance with the terms of the Escrow Agreement, by way of full and final satisfaction of the liability of the Company and the Sellers (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On including the date that is twelve (12) months following the Closing DateRelevant Sellers), the Buyer Other Sellers and the Seller Outstanding Sellers under such Claim or claim. 8.4 The Sellers' Representatives and the Buyer shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to the Seller an Buyer from the Escrow Account the amount equal (if any) due to the difference between (x) one fourth (1/4) Buyer under any claim agreed by the Sellers' Representatives and the Buyer under Clause 4.4.2, and less any fees, expenses or taxes deductible thereon in accordance with the terms of the Escrow Amount minus Agreement, by way of full and final satisfaction of the liability of the Sellers (yincluding the Other Sellers and the Outstanding Sellers) under such claim. 8.5 If at any amounts paid to any Buyer Indemnified Party since time after the date Second Expiry Date it shall be finally decided that was the six (6) months following Company or the Closing Date and any amounts then subject to Relevant Sellers are not liable in whole or in part in respect of a Claim Notice. On or claim under the date Tax Covenant for which a retention has been made under Clause 8.2.2 or if any such Claim or claims have been withdrawn, then to the extent that is eighteen the Company or the Sellers (18) months following including the Closing DateRelevant Sellers), the Buyer Other Sellers and the Seller Outstanding Sellers are not so liable or that such Claim or claim has been withdrawn, the Sellers' Representatives and the Buyer shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to the Seller all funds remaining Sellers, the Other Sellers and the Outstanding Sellers any amount retained in the Escrow Account minus in respect of that Claim or claim, less any fees, expenses or taxes deductible thereon in accordance with the terms of the Escrow Agreement, in accordance with the Escrow Agreement. 8.6 Where Escrow Stock is used to satisfy any amounts then subject set-off against the Escrow Amount pursuant to this Clause 8, the Escrow Stock shall be valued at the Stock Price. 8.7 For the purposes of this Clause 8: 8.7.1 a Claim Notice. Promptly upon or claim under the Tax Covenant shall be deemed to have been withdrawn if legal proceedings in respect of it shall not have been commenced by being both issued and served on the Sellers' Representatives, on or before the expiry of nine months from the date on which the claim is notified to the Sellers' Representatives; 8.7.2 a Claim or claim under the Tax Covenant shall be deemed to be finally decided if either: (and in any event a) so determined by a court of competent jurisdiction from which there is no appeal or from whose judgment the Sellers or the Buyer (as the case may be) do or does not appeal within three the shorter of the applicable deadline for appeal or two months; or (3) Business Days ofb) the resolution of any matter set forth Sellers' Representatives and the Buyer shall so agree in writing; and 8.7.3 a Claim Noticeor claim under the Tax Covenant shall be outstanding if it has not been withdrawn or finally decided but has been made and accompanied by a written opinion of a leading counsel to the effect that such Claim or claim will on the balance of probabilities succeed and the amount (the “Recommended Amount”) which is likely to be recovered pursuant to such Claim or claim under the Tax Covenant (excluding costs) and the amount to be retained in the Escrow Account shall not exceed the Recommended Amount. Such counsel shall have been called to the bar for a period of no less than 10 years and shall be selected by the Buyer and approved in writing by the Sellers' Representatives (such approval not to be unreasonably withheld or delayed) or in default of nomination by the Buyer within 7 days of the Second Expiry Date or approval by the Sellers' Representatives within 7 days of being nominated by the Buyer, then as selected by the Chairman of the Bar Council, and instructed jointly by the Buyer and the Sellers' Representatives. 8.8 Any payments under this Clause 8 are to be made by electronic transfer in immediately available funds to the single account notified by the payee to the payer not less than five Business Days before the Second Expiry Date. 8.9 Any amounts released from the Escrow Account to each of the Sellers and the Other Sellers and the Outstanding Sellers shall be paid to each such person in accordance with his Percentage Portion or in the case of Escrow Stock his Stock Percentage and: 8.9.1 all amounts paid to the Other Sellers and those Outstanding Sellers who are only entitled to cash shall be paid in cash out of the Escrow Cash; and 8.9.2 all amounts paid to the Sellers and those Outstanding Sellers entitled to part cash and part Buyer Shares shall be paid out of the Escrow Cash in the Percentage Portions and Escrow Stock in the Stock Percentage to each Seller, Other Seller and Outstanding Seller and in proportion to the amount of Escrow Cash and Escrow Stock set opposite their names in columns 5 and 6 of Schedule 1, save to the extent that there is insufficient Escrow Cash, in which case the Sellers' Representatives shall deliver joint written instructions determine the amount to be paid to each Seller, Other Seller and Outstanding Seller in cash out of the Escrow Cash and the amount to be paid in Escrow Stock and his determination shall be final, provided that no Other Seller (nor any Outstanding Seller entitled only to cash) will receive Escrow Stock but may receive the proceeds of sale of Escrow Stock should the Sellers' Representatives in their sole discretion determine to realise such Escrow Stock in order to enable the payment of cash to the Other Sellers or the Outstanding Sellers pursuant to this Agreement and/or the Short Form SPA(s) or otherwise. The Buyer and the Sellers' Representatives shall give directions to the Escrow Agent instructing in accordance with the Escrow Agent Agreement and to release give effect to the Seller provisions of Clauses 8.1 to this Clause 8.9. 8.10 The Sellers' Solicitors shall hold the aggregate sum of £1,458,130 paid to them pursuant to Clause 5.1.4(a)(iii) as an escrow amount and on or before the First MIB Date (as requested by the Company) and on or before the Second MIB Date (as requested by the Company) shall pay to the Company such amount of the Management Incentive Bonus as is due to be paid to those persons entitled to receive it, plus all funds remaining sums that will be payable by the Company on account of PAYE and National Insurance contributions payable in respect of such part of the Management Incentive Bonus as is then to be paid out. If and to the extent that any part of the Management Incentive Bonus ceases to be due to one or more of the persons to whom it was originally allocated by reason of such person ceasing to qualify for all or part of the Management Incentive Bonus under the terms on which it was granted (as amended from time to time) (the “Excess”), such Excess shall be distributed by the Sellers' Solicitors to the Sellers, the Other Sellers and the Outstanding Sellers in their respective Percentage Portions. 8.11 In relation to those persons (the “Outstanding Holders”) identified in Part C of Schedule 1 being holders of shares in the capital of the Company and/or Optionholders who have not signed this Agreement and/or a Short Form SPA in respect of all their shares and/or Options (or such of them as do not do so on or before Completion) and do not sell all their shares (including those capable of acquisition on the exercise of Options) in the capital of the Company on or before Completion pursuant thereto: 8.11.1 When an Outstanding Holder being a shareholder as at Completion transfers his shares in the capital of the Company whether voluntarily on the terms of a Short Form SPA or pursuant to any mechanism to drag his shares (whether under article 7.5 of the Amended Articles or otherwise) or otherwise as agreed between the Buyer and such Outstanding Holder, the Buyer shall: (a) pay to such Outstanding Holder the Initial Cash Consideration as is set against his name in column 3 of Part C of Schedule 1, the WC Initial Payment as is set against his name in column 9 of Part 3 of Schedule 1 and transfer to the Outstanding Holder the Initial Buyer Shares as is set against his name in column 4 of Part C of Schedule 1; and (b) pay or transfer the amount set opposite such Outstanding Holder’s name as the Escrow Cash or Escrow Shares in columns 5 and 6 of Part C of Schedule 1 into the Escrow Account minus on and subject to the terms of Clauses 8.1 to 8.9. 8.11.2 When an Outstanding Holder being an Optionholder exercises his Options materially on the terms of the Exercise Form then the shares in the Company allotted on exercise of those Options shall be acquired by the Buyer pursuant to the mechanism to drag his shares under article 7.5 of the Amended Articles or in such other manner as the Buyer and the Outstanding Holder may agree, and: (a) the Buyer shall pay to the Company on behalf of the Optionholder the aggregate amounts in satisfaction of: (i) the aggregate exercise monies due; and (ii) amounts due in respect of Tax (including employee and employer's National Insurance contributions and PAYE contributions) pursuant to the undertakings and authorisations provided by the Optionholder in the Exercise Form, and the Optionholder agrees that the amount so payable shall be deducted from the cash amount otherwise payable to him for his/her Option Shares and the Company shall pay to the relevant Taxation Authority such amounts due in respect of Tax; (b) the Buyer shall pay or transfer to the Outstanding Holder: (i) the Initial Cash Consideration set opposite such Outstanding Holder’s name in column 3 of Part C of Schedule 1 less the amounts due to be withheld from such Optionholder pursuant to Clause 8.11.2(a) and the WC Initial Payment as is set against his name in column 9 of Part 3 of Schedule 1; and (ii) the Initial Buyer Shares set opposite such Outstanding Holder’s name in column 4 of Part C of Schedule 1, and in the event that the amount of the Initial Cash Consideration and the WC Initial Payment due to him is less than amounts due to be withheld from such Optionholder pursuant to Clause 8.11.2(a) then the Optionholder shall forthwith pay such additional amounts to the Company as are equal to such shortfall; and (c) the Buyer shall pay or transfer the amount of Escrow Cash or Escrow Shares set opposite such Outstanding Holder’s name in columns 5 and 6 of Part C of Schedule 1 into the Escrow Account on and subject to the terms of Clauses 8.1 to 8.9, but on the basis that an appropriate deduction is made therefrom for any amounts already paid out of the Escrow Account such that the relevant Outstanding Seller shall have borne his Percentage Portion of any such payment out. 8.11.3 If and to the extent that any Outstanding Holder being an Optionholder fails to exercise his Option on or before the date of expiry of his Option then remaining the Buyer shall pay or transfer: (a) the Initial Cash Consideration set opposite such Outstanding Holder’s name in column 3 of Part C of Schedule 1 and the WC Initial Payment to which he would have been entitled in respect of those Option Shares, less the aggregate exercise monies that would have been paid by the Buyer to the Company on exercise of the said lapsed Option, to the Sellers’ Solicitors to be paid to the Sellers, Other Sellers and Outstanding Sellers as directed by the Sellers' Representatives; (b) the Initial Buyer Shares set opposite such Outstanding Holder’s name in column 4 of Part C of Schedule 1 to the Sellers and Outstanding Sellers as directed by the Sellers’ Representatives; (c) the amount of Escrow Cash or Escrow Shares set opposite such Outstanding Holder’s name in columns 5 and 6 of Part C of Schedule 1 into the Escrow Account on and subject to a Claim Noticethe terms of Clauses 8.1 to 8.9, but on the basis that an appropriate deduction is made therefrom for any amounts already paid out of the Escrow Account such that the relevant Outstanding Seller shall have borne his Percentage Portion of any such payment out, and the Percentage Portions and Stock Percentages of the Outstanding Sellers the Sellers and the Other Sellers shall be adjusted accordingly as the Sellers' Representatives see fit. 8.11.4 To the extent that any payments are to be made to the Sellers, the Other Sellers and the Outstanding Sellers by the Buyer pursuant to Clause 4.4.2(a) or 4.4.2(b), the Percentage Portions of such payments attributable to the Outstanding Holders shall also be paid by the Buyer to an Outstanding Holder who becomes an Outstanding Seller or to the Sellers’ Solicitors in accordance with Clauses 8.11.1, 8.11.2 or 8.11.3 (as applicable). 8.11.5 No amendment shall be made to the Amended Articles after Completion without the consent of the Sellers' Representatives and the Buyer until such time as all amounts have been paid out to the last of the Outstanding Sellers or to the Sellers’ Solicitors in accordance with Clauses 8.11.1, 8.11.2 and 8.11.3 and the acquisition of such shares (if any) has been completed.

Escrow Account. From the Closing Date until the date that is the later to occur of (ai) The Seller’s obligation to provide the date that is the earlier of (x) three (3) years following the Closing Date and (y) the Early Termination Date and (ii) the date on which any and all claims by the Buyer Indemnitees for indemnification under this Article IX shall have been fully and finally resolved, if Tiptree proposes at any time to declare or pay a dividend, make a distribution or otherwise undertake any action that would reasonably be first satisfied from expected to result in the Escrow Account consolidated stockholders’ equity of Tiptree (determined in accordance with the Escrow Agreement. In the event that GAAP) being less than $200 million, then, prior to authorizing or taking any such indemnification obligation action, Tiptree and Buyer will enter into an escrow agreement with an escrow agent reasonably acceptable to Tiptree and Buyer, which agreement shall be on terms reasonably acceptable to Tiptree and Buyer. The escrow agreement shall provide that (i) if the escrow agreement is not able executed prior to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) earlier of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth three (1/43) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months years following the Closing Date and (y) the Early Termination Date, then upon execution of the escrow agreement, Tiptree will deposit into an escrow account with such escrow agent an amount of cash equal to the Cap, less any amounts then subject actually paid by Tiptree prior to a Claim Notice. On the execution date in respect of indemnification obligations pursuant to Sections 9.2(a)(i) or (ii) hereof; (ii) if the escrow agreement is executed on or after the date that is eighteen the earlier of (18x) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days ofyears following the Closing Date and (y) the resolution Early Termination Date, then upon execution of the escrow agreement, Tiptree will deposit into an escrow account with such escrow agent an amount of cash equal to the aggregate amount claimed by the Buyer Indemnitees pursuant to pending claims for indemnification as of the execution date; (iii) the escrowed funds shall not be released (except to satisfy indemnification obligations owed to the Buyer Indemnitees under this Agreement or as contemplated by Section 9.9(b)) until any and all claims by the Buyer Indemnitees for indemnification under this Article IX have been fully and finally resolved, provided that, upon the date that is the earlier of (i) three (3) years following the Closing Date and (ii) the Early Termination Date, the balance of the escrowed funds shall be reduced to equal the aggregate amount claimed by the Buyer Indemnitees pursuant to pending claims for indemnification as of such date; and (iv) the escrow account, while in existence, will be the first source of recovery by the Buyer Indemnitees of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeindemnification pursuant to Section 9.2(a)(i) or (ii) hereof and payable by Tiptree.

Escrow Account. (a) The Seller’s obligation to provide indemnification under By virtue of this Agreement and as security for the indemnity obligations of the Sellers provided for in this Article IX XI, at the Closing in accordance with Section 2.9(b)(ix) (I) and (J), Purchaser shall deposit with the Escrow Agent the Escrow Stock Amount and the Escrow Cash Amount. The Escrow Account shall be first satisfied available to pay and to compensate Purchaser Indemnitees for the indemnification obligations of the Sellers hereunder. (b) Upon written notice not less than five (5) Business Days prior to the Closing Date, the Sellers’ Representative may (at the direction and on behalf of any Seller that is an Accredited Investor) elect to substitute, solely with respect to that portion of the Escrow Stock Amount equal to the Pro Rata Percentage of each Seller that is an Accredited Investor, cash for such number of shares of Purchaser Common Stock. Such written notice shall describe the election, including the number of shares of Purchaser Common Stock (the “Substituted Shares”) to be distributed to such Seller in exchange for cash in an amount equal to the Substituted Shares multiplied by the Average Purchaser Closing Price (the “Substituted Cash Amount”). Upon the deposit by such Seller at the Closing of an aggregate amount in cash equal to the Substituted Cash Amount with the Escrow Agent, by wire transfer to the Escrow Account in immediately available funds, free of any costs, fees, set-off, deductions and withholding, Purchaser shall disburse the Substituted Shares to such Seller. For the avoidance of doubt, if such Seller fails to deposit the Substituted Cash Amount with the Escrow Agent at the Closing in accordance with the preceding sentence, Purchaser shall not disburse the Substituted Shares to such Seller but shall instead deposit the Substituted Shares with the Escrow Agent as provided in Section 2.9(b)(ix)(J). (c) The Escrow Account shall be held and disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (d) The Escrow Account shall be in existence on the Closing Date and shall terminate at 5:00 p.m., Eastern Time, on the date that is fourteen (14) months following the Closing Date (the period of time from the Closing Date through and including such termination date is referred to herein as the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount (the “Remaining Escrow Accounts”) that is subject to any claim that is pending against Escrow Account as of such date and time and, solely with respect to all such claims, the Escrow Period shall be extended until such date and time as all such claims are resolved or finally determined in accordance with this Agreement and the Escrow Agreement. (e) No later than the second Business Day following the expiration of the Escrow Period (the “Release Date”), Purchaser and Sellers’ Representative shall deliver to the Escrow Agent Joint Release Instructions instructing, the Escrow Agent to disburse to each former holder of shares or units, as applicable, of Convertible Interests and Incentive Units in accordance with this Section 11.6(e) all amounts of cash and stock remaining in the Escrow Account on the Release Date less an amount equal to the aggregate amount requested in any Outstanding Claims as of 5:00 p.m. Eastern Time on the Final Release Date. The Escrow Agent shall retain and continue to hold in the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay terms hereof an amount equal to the Buyer Indemnified Parties aggregate amount requested in all such Outstanding Claims (the amount not satisfied from “Retained Amount”) until fully resolved; provided, that within two (2) Business Days of the Escrow Accountresolution of any Outstanding Claim in full pursuant to the terms of this Agreement, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer Purchaser and the Seller Sellers’ Representative shall deliver joint written instructions to the Escrow Agent Joint Release Instructions instructing the Escrow Agent to release pay to the Seller an amount equal to the difference between (i) one fourth (1/4) each former holder of shares or units, as applicable, of Convertible Interests and Incentive Units all or such portion of the Escrow Retained Amount minus (ii) any amounts previously paid that was withheld due to any Buyer Indemnified Party and any amounts then subject to a Claim Noticesuch resolved Outstanding Claim. On For the date that is twelve (12) months following the Closing Dateavoidance of doubt, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was former holders of shares or units, as applicable, of Convertible Interests and Incentive Units pursuant to this Section 11.(e) will be payable pro rata in accordance with the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions number of Membership Units beneficially owned by such holders immediately prior to the Escrow Agent instructing First Effective Time, or such other proportion as is required to cause such payment to be distributed in accordance with Section 7.1 of the LLC Agreement; provided, that in no event shall any shares of Purchaser Common Stock be delivered from the Escrow Agent Amount to release former holders of Incentive Units or Non-accredited Investors; provided, further, that after payment in cash has been made or set aside for holders of Incentive Units, each holder of Convertible Interests shall be entitled to receive, for each Convertible Interest so held, a portion of the remaining amount of cash and Purchaser Common Stock allocated ratably among cash and Purchaser Common Stock in accordance with the ratio of cash to the Seller all funds remaining in aggregate value of the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) shares of Purchaser Common Stock so payable, valuing each share of Purchaser Common Stock based the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAverage Purchaser Closing Price.

Escrow Account. The Company has entered into an Escrow Agreement with a Computershare Trust Company, Inc. ("Escrow Agent"). The terms of the Escrow Agreement, which the Company hereby agrees to make its commercially reasonable efforts to enforce, are as follows: (a) The Seller’s obligation All funds received by the Company from Investor ("Investor Funds" and together with all other funds received by the Company for the Securities, "Investors Funds") pursuant to provide indemnification under this Article IX shall subscription agreements will be first satisfied from deposited with or wired to Escrow Agent within ten (10) days following the Escrow Account in accordance with day upon which proceeds are received by the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyCompany. (b) On From time to time upon the date that is six (6) months Company's request, and at the end of the third business day following the Closing DateTermination Date (as defined below), Escrow Agent shall notify the Buyer Company of the amount of Investors Funds received hereunder. If the following requirements are met: (i) Investors Funds totaling $1,500,000 (the "Minimum Amount") or more are received by Escrow Agent at any time prior to the Termination Date and (ii) the Seller shall deliver joint written instructions Company has delivered to the Escrow Agent instructing a written notice ("Notice") signed by an authorized officer of the Company stating that the Company has received and accepted subscription agreements for the Securities totaling or exceeding the Minimum Amount (i and ii together are the "Requirements"), then Escrow Agent shall pay out the escrowed funds and all earnings thereon when and as directed by such written Notice. (c) If the Requirements are not met prior to the Termination Date, Escrow Agent shall refund to each of Investors at such person's address stated on the list of Investors provided by the Company, or at such other address as shall be furnished to Escrow Agent by the Company in writing, all Investor Funds received by the Escrow Agent to release to for such Investor as stated on the Seller list of Investors. (d) If the Company does not accept an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Dateinvestor subscription, the Buyer and the Seller shall deliver joint Company will send a written instructions notice to the Escrow Agent instructing the Escrow Agent to release return such person's funds without interest. Such notice shall include the name and address of the payee and the amount to be paid to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticepayee.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from On October 31, 2014 (the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account“First Release Date”), then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing shall release to the Holder Representative any remaining amount of the Initial Escrow Amount, less the aggregate amount of all Losses specified in any then unresolved indemnification claims made by the Acquiror Indemnified Parties pursuant to this Article XII, less the amount of Closing Working Capital Adjustment pursuant to Section 2.4(c)(iii) (if elected by Acquiror). To the extent that any amount has been reserved and withheld from distribution from the Initial Escrow Amount on the First Release Date on account of an unresolved claim for indemnification and, subsequent to the First Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (i) to Acquiror the amount of Losses, if any, due in respect of such claim as finally determined and (ii) to the Seller Holder Representative an amount equal to the difference between excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing clause (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Noticethis sentence. On the date that is twelve (12) 18 months following the Closing First Earnout Payment Date (to the extent the First Earnout Amount is earned) (the “Second Release Date”), the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing shall release to the Holder Representative any remaining amount of the Additional Escrow Amount, less the aggregate amount of all Losses specified in any then unresolved indemnification claims made by the Acquiror Indemnified Parties pursuant to this Article XII, less the amount of Closing Working Capital Adjustment pursuant to Section 2.4(c)(iii) (if elected by Acquiror and not otherwise satisfied from the Initial Escrow Amount). To the extent that any amount has been reserved and withheld from distribution from the Additional Escrow Amount on the Second Release Date on account of an unresolved claim for indemnification and, subsequent to the Second Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (i) to Acquiror the amount of Losses, if any, due in respect of such claim as finally determined and (ii) to the Seller Holder Representative an amount equal to the difference between excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing clause (xi) one fourth (1/4) of this sentence. The parties hereto agree that the accrued interest earned on the Escrow Amount shall be added to the corpus of the Escrow Amount minus and shall be available to fund indemnity claims made by the Indemnified Parties pursuant to this Article XII. (yb) All parties hereto agree for all tax purposes: (i) the right of the Sellers to receive any amounts paid portion of the Escrow Amount shall be eligible to any Buyer Indemnified Party since be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the date that was the six (6) months following the Closing Date Code and any amounts then subject to a Claim Notice. On the date that is eighteen corresponding provision of foreign, state or local law, as appropriate (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions except to the Escrow Agent instructing extent such amounts are compensatory); (ii) Acquiror shall be treated as the Escrow Agent to release to owner of the Seller all funds remaining amount in the Escrow Account minus Amount solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any amounts then subject portion thereof, shall be allocable to a Claim Notice. Promptly upon Acquiror pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; and (iii) if and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the extent any amount of Escrow Agent instructing the Escrow Agent to release Amount paid to the Seller Stockholders is actually distributed thereto, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code (except to the extent such amounts are compensatory). All parties hereto shall file all funds remaining in Tax Returns consistently with the Escrow Account minus any amounts then remaining subject to a Claim Noticeforegoing.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX 5.1 No amount shall be first satisfied from released out of the Escrow Account otherwise than in accordance with this clause 5. 5.2 Subject as otherwise provided by this clause 5, in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from provisions of the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party.Letter: (b) On the date that is six (6) months 5.2.1 as soon as practicable following the first anniversary of the Closing Date (the “First Release Date”), the Buyer and the Seller Sellers’ Representatives shall deliver joint written instructions instruct the Escrow Agents to pay out of the Escrow Account an amount equal to £3,872,157.34 (plus any accrued interest thereon but less any applicable bank charges), less the amount of: (i) the aggregate Estimated Liability of any Claims that have been notified by the Buyer to the Escrow Agent instructing Sellers’ Representatives prior to the First Release Date (but that have not been settled) (each a “First Release Date Outstanding Claim”); (ii) the aggregate Due Amount (if any) in respect of any Claims that have been notified by the Buyer to the Sellers’ Representatives prior to the First Release Date that have been paid in full to the Buyer from the Escrow Agent to release Account (in accordance with the terms of this clause 5); and (iii) the aggregate Third Party IPR Claim Expense Amounts paid to the Seller Buyer from the Escrow Account prior to the First Release Date, (such amount being the “First Release Amount”), to the Nominated Account and payment to the Nominated Account shall be good discharge by the Buyer (who shall have no obligation as to the distribution or allocation of that sum between the Sellers); 5.2.2 as soon as practicable following the second anniversary of the Closing Date (the “Second Release Date”), the Buyer and the Sellers’ Representatives shall instruct the Escrow Agents to pay out of the Escrow Account an amount equal to the difference between amount (if any) by which the sum then standing to the credit of the Escrow Account less the amount of: (i) one fourth (1/4) the aggregate Estimated Liability of the Escrow Amount minus all First Release Date Outstanding Claims which then remain outstanding; (ii) the aggregate Estimated Liability of all Claims that have been notified by the Buyer to the Sellers’ Representatives between the First Release Date and the Second Release Date (but that have not been settled) (each, a “Second Release Date Outstanding Claim”); (iii) the aggregate Due Amount (if any) in respect of any amounts previously First Release Date Outstanding Claims that have not been paid in full to the Buyer from the Escrow Account (in accordance with the terms of this clause 5); (iv) the aggregate Due Amount (if any) in respect of any Claims that have been notified by the Buyer Indemnified to the Sellers’ Representatives between the First Release Date and the Second Release Date that have not been paid in full to the Buyer from the Escrow Account (in accordance with the terms of this clause 5); and (v) the aggregate Third Party IPR Claim Expense Amounts then due, but not yet paid, to the Buyer from the Escrow Account between the First Release Date and any amounts then subject the Second Release Date, exceeds £1,936,078.67 (such amount being the “Second Release Amount”), to a Claim Notice. On the date Nominated Account and payment to the Nominated Account shall be good discharge by the Buyer (who shall have no obligation as to the distribution or allocation of that is twelve (12) months sum between the Sellers); and 5.2.3 as soon as practicable following the fourth anniversary of the Closing Date (the “Third Release Date”), the Buyer and the Seller Sellers’ Representatives shall deliver joint written instructions to instruct the Escrow Agent instructing Agents to pay out of the Escrow Agent to release to the Seller Account an amount equal to the difference between amount (xif any) one fourth (1/4) then standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges), less the amount of: (i) the aggregate Estimated Liability of all First Release Date Outstanding Claims which then remain outstanding; (ii) the aggregate Estimate Liability of all Second Release Date Outstanding Claims which then remain outstanding; (iii) the aggregate Due Amount minus (yif any) in respect of any amounts First Release Date Outstanding Claims and Second Release Date Outstanding Claims that have not been paid in full to the Buyer from the Escrow Account (in accordance with the terms of this clause 5); and (iv) the aggregate Estimated Liability of all Claims under the Tax Warranties or Tax Covenant that have been notified by the Buyer to the Sellers’ Representatives between the Second Release Date and the Third Release Date (but that have not been settled) (each a “Third Release Date Outstanding Tax Claim”); (such amount being the “Third Release Amount”), to the Nominated Account and payment to the Nominated Account shall be good discharge by the Buyer (who shall have no obligation as to the distribution or allocation of that sum between the Sellers); 5.2.4 at any Buyer Indemnified Party since the date that was the six (6) months time, and from time to time, following the Closing First Release Date, upon settlement of a First Release Date Outstanding Claim, and at any amounts then subject time, and from time to a Claim Notice. On the date that is eighteen (18) months time, following the Closing Second Release Date, upon settlement of a First Release Date Outstanding Claim or a Second Release Date Outstanding Claim, and at any time, and from time to time, following the Third Release Date, upon settlement of a First Release Date Outstanding Claim, a Second Release Date Outstanding Claim or a Third Release Date Outstanding Tax Claim, as applicable, and the payment in full to the Buyer of any Due Amount in respect thereof from the Escrow Account (in accordance with the terms of this clause 5) the Buyer and the Seller Sellers’ Representative shall deliver joint instruct the Escrow Agents to pay out of the Escrow Account the amount, if any, by which the amount then being held as the Estimated Liability in respect of such Claim exceeds the Due Amount received by Buyer in connection with the settlement thereof (such difference, the “Remaining Claim Escrow Amount”), to the Nominated Account and payment to the Nominated Account shall be good discharge by the Buyer (who shall have no obligation as to the distribution or allocation of that sum between the Sellers). 5.3 If, at any time there is a Due Amount then the Buyer and the Sellers’ Representatives shall, unless such Due Amount already has been paid to the Buyer, as soon as practicable following determination of such Due Amount, instruct the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of such Due Amount and the amount then standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid). 5.4 Subject to clauses 5.5 to 5.8 below, in the event of a Third Party IPR Claim the Buyer may, by written instructions notice to the Sellers Representative, elect to utilise any amount standing to the credit of the Escrow Account to reimburse up to (but not exceeding) 50% of any reasonable and properly incurred costs and expenses (including legal and other professional adviser costs) of and incurred by NCR, the Buyer, the Company and/or any Subsidiary in avoiding, disputing, resisting, compromising or defending such Third Party IPR Claim if and to the extent that entity is a named defendant of a Third Party IPR Claim (any such amount, a “Third Party IPR Claim Expense Amount”). The Sellers’ Representatives shall, promptly upon receipt of written notice of the incurrence of any such costs or expenses by the Buyer (accompanied by receipts, invoices or other reasonable documentation thereof), instruct the Escrow Agents immediately to pay to the Buyer amounts equal to such Third Party IPR Claim Expense Amount out of the Escrow Account (to the extent funds are available in the Escrow Account). 5.5 The provisions of clause 5.4 shall not apply if and to the extent that the potential Claim against the Warrantors that would arise on a successful Third Party IPR Claim, would be prevented or limited by any provision of clause 5 to 7 (inclusive). 5.6 In the event that a Claim against the Warrantors that is directly related to a Third Party IPR Claim and in respect of which any amount standing to the credit of the Escrow Account has been utilised in respect of a Third Party IPR Claim Expense Amount (a “Third Party IPR Warranty Claim”) is deemed to have been waived or withdrawn pursuant to clause 7.13 below, the Buyer shall promptly upon receipt of written notice from the Sellers’ Representative pay to the Nominated Account an amount equal to the Third Party IPR Expense Claim Amount that it has received pursuant to clause 5.4. 5.7 In the event of a settled or determined Third Party IPR Warranty Claim, the Buyer shall promptly upon settlement or determination of that Third Party IPR Warranty Claim pay to the Nominated Account an amount by which the Third Party IPR Claim Expense Amount exceeds the amount of any of the legal or professional advisors costs of NCR, the Buyer, the Company and the Subsidiaries recovered from the Warrantors pursuant to such settlement. 5.8 The maximum aggregate amount which may be paid from the Escrow Account pursuant to clause 5.4 shall not in any event exceed the lower of £368,776.89 or the amount standing to the credit of the Escrow Account at the time the Third Party IPR Claim is notified to the Seller’s Representatives in accordance with clause 5.4. 5.9 In accordance with the provisions of the Escrow Letter the Buyer and the Sellers’ Representatives shall procure that, any First Release Amount due to Sellers following the First Release Date, any Second Release Amount due to Sellers following the Second Release Date, any Third Release Amount due to the Sellers following the Third Release Date and any Remaining Claim Escrow Amount due to Sellers, shall be paid (together with any interest which has accrued on the amount so paid less any applicable bank charges) to the Nominated Account on behalf of the Sellers and payment to the Nominated Account shall be good discharge by the Buyer (who shall have no obligation as to the distribution or allocation of that sum between the Sellers). 5.10 Any interest that may accrue on the credit balance on the Escrow Account shall be credited to the Escrow Agent instructing Account and any payment of principal out of the Escrow Agent Account shall include a payment of the interest earned on such principal sum by the Escrow Account. 5.11 The liability to release to the Seller all funds remaining taxation on any interest on any amount in the Escrow Account minus any amounts then subject shall be borne by the party or parties ultimately entitled to that amount. 5.12 A Due Amount and/or a Claim Notice. Promptly upon (shall be deemed settled for the purposes of this agreement if the Sellers’ Representatives and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and so agree in writing, or the Seller shall deliver joint written instructions to Claim has been determined by a court of competent jurisdiction from which there is no right of appeal, or from whose judgment the Escrow Agent instructing Buyer or the Escrow Agent to release to Warrantors (as the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticecase may be) are debarred by passage of time or otherwise from making an appeal.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied Until the occurrence of the Other Debt Refinancing Closing Date, the Rockwood Acquisition Closing Date or the 2014-1 Additional Term Loans Termination Date and the release of the proceeds of the 2014-1 Additional Term Loans from the escrow account referred to in the Eleventh Amendment Escrow Account Agreement in accordance with the terms thereof and with the terms of this Agreement, the Borrower will at all times maintain the proceeds of the 2014-1 Additional Term Loans in the escrow account referred to in the Eleventh Amendment Escrow Agreement in accordance with the terms thereof and with the terms of this Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On Until the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions earlier to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) occur of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus Venator IPO Outside Date and (y) the Initial Venator IPO Transaction, the Borrower will (or will cause Venator or the applicable Subsidiary of Venator to) at all times maintain the proceeds of the Venator Indebtedness (other than, at the Borrower’s option, proceeds of any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject Indebtedness incurred pursuant to a Claim Noticerevolving credit facility) in the escrow account referred to in the Venator Escrow Agreement in accordance with the terms thereof and with the terms of this Agreement. On The Borrower shall not permit the Venator Indebtedness to be funded, or otherwise extended, prior to the Initial Venator IPO Transaction except into the escrow account referred to in the Venator Escrow Agreement. Upon the occurrence of the Venator IPO Outside Date (or such earlier date that is eighteen (18as elected in writing by the Borrower) months following unless the Closing Dateoccurrence of the Initial Venator IPO Transaction has been consummated on or prior to such date, the Buyer Borrower shall cause the proceeds of the Venator Indebtedness to be applied to prepay the Venator Indebtedness in full and cause the Seller shall deliver joint written instructions related debt commitments, Liens and guarantees to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining be simultaneously released and terminated in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticefull.

Escrow Account. (a) The Seller’s obligation At the Effective Time, Buyer shall cause (i) $500,000 in cash (the “Purchase Price Adjustment Escrow Amount”) to provide indemnification under this Article IX shall be first satisfied from delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Purchase Price Adjustment Escrow Account”), (ii) $20,000,000 (the “Indemnity Escrow Amount”) to be delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Indemnity Escrow Account”) and (iii) $250,000 (the “Holders’ Representative Expense Fund Amount”, and together with the Purchase Price Adjustment Escrow Amount and the Indemnity Escrow Amount, the “Escrow Amount”) to be delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Holders’ Representative Expense Fund Account”, and together with the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Account, the “Escrow Account”), in accordance with the terms of the Escrow Agreement. In The Purchase Price Adjustment Escrow Amount, the event that any such indemnification obligation is not able Indemnity Escrow Amount and the Holders’ Representative Expense Fund Amount deposited with the Escrow Agent shall be applied by the Escrow Agent in accordance with the terms of the Escrow Agreement to be satisfied from pay amounts owing or payable, with respect to the Purchase Price Adjustment Escrow Account, then the Seller shall pay pursuant to Section 2.14, and with respect to the Buyer Indemnified Parties Indemnity Escrow Account and the amount not satisfied from the Escrow Holders’ Representative Expense Fund Account, by wire transfer of immediately available pursuant to Article 9, with any remaining funds to an account or accounts designated be distributed to the Holders in writing by such Buyer Indemnified Partyaccordance with Section 2.06(d), Section 2.06(e) and Section 2.14. (b) The parties acknowledge and agree that the Escrow Amount shall be deducted from the cash payable in respect of Shares pursuant to Section 2.05(a), the cash payable in respect of Options pursuant to Sections 2.09 and the cash payable in respect of the Directly Exercisable Warrants pursuant to Section 2.07(f), so that each Holder will initially receive, for each Share, Option or Directly Exercisable Warrant held by it, only the Per Share Closing Payment, Per Option Closing Payment or Per Directly Exercisable Warrant Closing Payment, as applicable. (c) The remaining funds, if any, in the Purchase Price Adjustment Escrow Amount following the determination of the Final Aggregate Purchase Price and the making of any payments from the Purchase Price Adjustment Escrow Amount to Buyer required pursuant to Section 2.14(e) and/or to the Accounting Referee required pursuant to Section 2.14(c), as applicable, shall be released from the Purchase Price Escrow Account for distribution to the Holders in accordance with Section 2.14. (d) On the date that Interim Indemnity Escrow Release Date (or, if such day is six (6) months following the Closing Datenot a Business Day, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller next Business Day thereafter), an amount equal to the difference between (ix) one fourth fifty percent (1/450%) of the funds deposited in the Indemnity Escrow Amount minus Account on the Closing Date less (iiy) the aggregate amount of all Claims paid from the Indemnity Escrow Account as of the Interim Indemnity Escrow Release Date less (z) the aggregate amount of any amounts previously paid outstanding and unpaid Claims made against the Indemnity Escrow Account as of the Interim Indemnity Escrow Release Date, shall be released from the Indemnity Escrow Account for distribution to any Buyer Indemnified Party and any amounts then subject to a Claim Noticethe Holders in accordance with the terms of the Escrow Agreement. On the date that Final Indemnity Escrow Release Date (or, if such day is twelve (12) months following the Closing Datenot a Business Day, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller next Business Day thereafter), an amount equal to the difference between (x) one fourth the remaining funds in the Indemnity Escrow Account at such time less (1/4y) the aggregate amount of any outstanding and unpaid Claims made in accordance with Article 9 against the Indemnity Escrow Account as of the Final Indemnity Escrow Release Date, shall be released from the Indemnity Escrow Account for distribution to the Holders in accordance with the terms of the Escrow Amount minus (y) Agreement. Thereafter, if at any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all time funds remaining in the Indemnity Escrow Account minus any amounts then are no longer subject to a Claim Noticeany Claims, such funds shall be released from the Indemnity Escrow Account for distribution to the Holders in accordance with the terms of the Escrow Agreement. Promptly upon (The Escrow Agent shall hold the Indemnity Escrow Amount and all interest and other amounts earned thereon in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions escrow pursuant to the Escrow Agent instructing Agreement. Distributions of any funds from the Indemnity Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. (e) On the Final Indemnity Escrow Release Date (or, if such day is not a Business Day, the next Business Day thereafter), the remaining funds in the Holders’ Representative Expense Fund Account at such time shall be released from the Holders’ Representative Expense Fund Account for deposit into an account designated by the Holders’ Representative. Thereafter, based solely on the Holders’ Representative’s discretion, the Holders’ Representative shall distribute all or portions of such funds, from time to time, to the Holders in the proportions contemplated by Section 2.06 (f). The Escrow Agent shall hold the Holders’ Representative Expense Fund Amount and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. Upon deposit into the account designated by the Holders’ Representative as prescribed above, the remaining Holders’ Representative Expense Fund Amount and all interest and other amounts earned thereon (collectively, “Income”, and together with such remaining Holders’ Representative Expense Fund Amount, the “Holders’ Representative Expense Fund Property”) shall be maintained by the Holders’ Representative, and the Holders’ Representative shall have the right to recover the Charges (as defined below) from the Holders’ Representative Expense Fund Property. The Holders shall be responsible for and shall pay and discharge all taxes, assessments and governmental charges imposed on or with respect to the Holders’ Representative Expense Fund Property. The Holders’ Representative shall be entitled to deduct and withhold from any funds or other assets otherwise payable out of the Holders’ Representative Expense Fund Property to any Holder pursuant to this Agreement such amounts as the Holders’ Representative is required to deduct and withhold under any provision of federal, state, local or foreign tax law. If the Holders’ Representative so withholds amounts, such amounts shall be treated for the purposes of this Agreement as having been paid to the Holders in respect of which the Holders’ Representative made such deductions and withholding. (f) Any amounts payable to or released to the Holders from the Escrow Account (other than any release to the Seller all funds remaining Holders’ Representative in its capacity as such) will be released pro rata to the Holders’ relative Remaining Possible Consideration. Upon any such release from escrow, the total amount of any such release payable to the Holders of Shares and Directly Exercisable Warrants (the “Shares and Warrants Escrow Account minus Percentage”) will be delivered to the Exchange Agent for the benefit of the Holders of Shares and Directly Exercisable Warrants, and the total amount of any amounts then remaining subject such release payable to a Claim NoticeHolders of Options (other than Rollover Options) (the “Options Escrow Percentage”) will be delivered to the Company for payment to the Option Holders.

Escrow Account. (a) The Escrow Property shall be deposited with the Escrow Agent to be held by the Escrow Agent and, subject to the disposition of Claim Notices delivered by Gain, released to Seller’s obligation Guarantor pursuant to provide indemnification under this Article IX shall be first satisfied from the following schedule (each date, an “Escrow Release Date”): (i) on the date falling 18 months after the Closing Date, the Escrow Account Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions in this ‎Schedule 19) in an amount equal to the lesser of: (x) the Escrow AgreementProperty in the Escrow Account on such date; and (y) 60 per cent. In of the event that any such indemnification obligation Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; (ii) on the date which is not able to be satisfied from 24 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, then Escrow Property having a value (determined in accordance with the Seller shall pay provisions hereof) in an amount equal to the Buyer Indemnified Parties lesser of (x) the amount not satisfied from Escrow Property in the Escrow Account on such date, and (y) 48 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; (iii) on the date which is 30 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, by wire transfer Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of immediately available funds (x) the Escrow Property in the Escrow Account on such date, and (y) 36 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; (iv) on the date which is 36 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an account or accounts designated amount equal to the lesser of (x) the Escrow Property in writing by the Escrow Account on such Buyer Indemnified Partydate, and (y) 24 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; (v) on the date which is 42 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of (x) the Escrow Property in the Escrow Account on such date, and (y) 12 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; and (vi) on the date which is 48 months after the Closing Date, the Escrow Agent shall release the entire amount remaining in the Escrow Account to Seller’s Guarantor. (b) On The Seller’s Guarantor shall have the date that is six (6) months following right to direct the Closing Date, the Buyer and the Seller shall deliver joint written instructions type of Escrow Property to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining be withheld in the Escrow Account minus any amounts then subject to on each Escrow Release Date. Absent such direction, the Escrow Agent shall withhold Escrow Property in the following order: (i) Escrow Cash; (ii) Escrow Notes; and (iii) Escrow Shares. (c) Any Buyer’s Shares or other equity securities issued or distributed by the Buyer after the Closing Date (including shares issued as a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth stock dividend or in a Claim Notice, stock split or recapitalization) (“New Buyer’s Shares”) in respect of the Buyer and Escrow Shares or the Seller Escrow Note (i.e. upon exercise thereof) which have not been released from the Escrow Account (or exchanged for cash) shall deliver joint written instructions be added to the Escrow Agent instructing the Account and become a part thereof and be treated as Escrow Agent to release to the Seller all funds remaining Shares. New Buyer’s Shares issued in respect of shares of Buyer’s Shares which have been released from the Escrow Account minus any amounts then remaining subject shall not be added to a Claim Noticethe Escrow Account but shall be distributed to the record holder(s) thereof.

Escrow Account. (a) The Seller’s obligation to provide In the event of any claim for indemnification under this Article IX Section 7.2(a) the Parent Indemnitees shall be first satisfied recover any Damages from the Escrow Account Account. If the then remaining Escrowed Shares in accordance with the Escrow Agreement. In Account are insufficient to cover Damages arising from such Claim, then, on the event terms and subject to the conditions set forth herein, the Parent Indemnitees may seek recovery for the remaining amount of such Damages directly from each Company Stockholder in an amount not to exceed such Company Stockholder’s Pro Rata Portion of such remaining amount of Damages; provided, however, that any the Company Stockholders may elect to satisfy their indemnification obligations hereunder by (in lieu of cash payment), delivering to Parent shares of Parent Common Stock in book-entry form equal to such indemnification obligation amount (which shares shall be valued at the Price Per Share, rounded to the nearest whole share of Parent Common Stock). (b) Within five (5) Business Days after the resolution pursuant to Section 7.2.(e)(iii) hereof of a Claim for which a Parent Indemnitee is not able entitled to be satisfied recover Damages from the Escrow Account, then Parent and the Seller Stockholder Representative shall pay jointly instruct the Escrow Agent to the Buyer Indemnified Parties the amount not satisfied deliver from the Escrow Account to Parent a number of shares of Parent Common Stock in book-entry form equal to the amount of Damages divided by the Price Per Share (which shares shall be valued at the Price Per Share, rounded to the nearest whole share of Parent Common Stock) (or if there are insufficient shares in the Escrow Account to cover such Damages, all shares of Parent Common Stock in the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party). (bc) On Within five (5) Business Days after the date that is six (6) months following one year anniversary of the Closing Date, the Buyer Parent and the Seller Stockholder Representative shall deliver joint written instructions to the Escrow Agent instructing jointly instruct the Escrow Agent to release deliver from the Escrow Account to the Seller an amount equal to the difference between each Company Stockholder such Company Stockholder’s Pro Rata Allocation of (i) one fourth (1/4) the number of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) shares of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds Parent Common Stock remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three ii) (3) Business Days ofA) the resolution Pending Claims Amount determined as of any matter set forth in a Claim Notice, the Buyer and one year anniversary of the Seller shall deliver joint written instructions to Closing divided by (B) the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticePrice Per Share.

Escrow Account. (a) The Seller’s obligation Borrower shall establish an interest-bearing account (the "Escrow Account") with an escrow agent acceptable to provide indemnification under the Issuer and shall deposit into the Escrow Account the sum of $144,432. Commencing on June 1, 1990, and on the first day of each month thereafter during the term of this Article IX Note, the Borrower shall be first satisfied from make deposits ("Escrow Deposits") into the Escrow Account in accordance with an amount equal to one-twelfth (1/12) of the Escrow Agreement. In estimated annual real estate tax liability of the event that any Borrower for the current twelve-month period in which such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partytaxes are due. (b) On Commencing in 1991, and each year thereafter during the date that is six (6) months term of this Note, on the first day of the month following the Closing Datemonth in which the Borrower pays its real estate taxes for the preceding twelve-month period (or, if paid in more than one installment, the Buyer and month of the Seller shall deliver joint written instructions to final installment thereof) [the "Final Installment"], the Escrow Agent instructing the Escrow Agent Deposits shall be adjusted to release to the Seller an amount equal to the difference between one-twelfth (i) one fourth (1/41/12) of the Escrow Amount minus (ii) Borrower's estimated real estate tax liability for the succeeding twelve-month period, after first deducting from such estimated liability the amount of any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds balance remaining in the Escrow Account minus after payment of the Final Installment. (c) Thirty (30) days before the date when any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution installment of any matter set forth in a Claim Noticereal estate taxes would become delinquent, the Buyer and the Seller Borrower shall deliver joint written instructions present to the Escrow Agent instructing a copy of the xxxx for DOC #347668 5 such installment of real estate taxes, and the Escrow Agent to shall immediately release funds from the Escrow Account to the Seller all Borrower in the amount of such installment (to the extent there exist such funds in the Escrow Account) and the Borrower shall pay and discharge such real estate tax liabilities prior to their becoming delinquent and prior to the assessment of any penalties thereon. (d) In the event that the funds in the Escrow Account are insufficient to pay any installment of real estate taxes, then the Borrower shall pay the amount of such deficiency. If after payment of any Final Installment there is a balance remaining in the Escrow Account minus Account, such balance shall be applied as described in subparagraph (b) of this Section 1.10." 5. This Agreement does not create any amounts then remaining subject new or further indebtedness or additional liability of any party not originally liable under the terms of the Note nor does it release or increase the liability of any guarantor thereof. Nothing contained herein shall adversely affect or invalidate the security now held by the Issuer, nor impair nor release any covenant, condition or agreement in the Note, which, except as modified by this Agreement, shall continue in full force and effect in accordance with its terms. 6. The Issuer agrees, upon the execution of this Agreement, to make a Claim Noticenotation on the Note as follows: "This Note is modified by that certain Promissory Note Modification Agreement dated as of January 1, 1990". DOC #347668 6 7. The agreements herein shall bind, and the benefits hereof shall inure to, the respective successors and assigns of the parties hereto. 8. By his execution hereof in his capacity as general partner of the Borrower, Xxxxx X. Xxxxxxxx acknowledges that this Agreement satisfies all notice requirements contained in the first sentence of Paragraph 6 of that certain Guaranty, dated as of July 8, 1987, by Xxxxx X. Xxxxxxxx in favor of the Issuer in respect of the indebtedness evidenced by the Note.

Escrow Account. (a) The Seller’s obligation parties hereby agree to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance establish a segregated escrow account with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from Agent whereby the Escrow Account, then Agent shall hold the Seller shall pay to Funds in a segregated money market deposit account (the Buyer Indemnified Parties the amount not satisfied from the “Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) ”). On the date that is six (6) months following the Closing Date, the Buyer and the Seller Company shall deliver joint written instructions to deposit $500,000 in Funds with the Escrow Agent instructing and the Escrow Agent shall hold such Funds in the Escrow Account until such time as the Escrow Agent has received instructions in writing executed by the Trustee and the Company, as applicable, that all or any portion of the Funds should be released either to release to the Seller an amount equal to the difference between (i) one fourth the Trustee in respect of any Losses on or prior to the six (1/4) 6)-year anniversary of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, or (ii) to the Buyer and Company immediately following the Seller shall deliver joint written instructions six (6)-year anniversary of the Closing Date. Notwithstanding the foregoing or anything to the contrary herein, for the avoidance of doubt any such instruction received by the Escrow Agent instructing hereunder with respect to the release of Funds shall not be subject to any Objection Notice and, notwithstanding anything to the contrary herein, the Escrow Agent to release shall at all times comply with any final, non-appealable order of a court of competent jurisdiction or a final and binding arbitration award with respect to the Seller an amount equal release of any Funds. The parties hereto acknowledge and agree that (a) Indemnified Claims (as defined in the Indemnification Agreement) should generally be paid by the Company in the ordinary course, unless the Company is not able to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to do so in which case the Escrow Agent instructing may use the Escrow Agent to release to the Seller all funds remaining Funds in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon pay such Indemnified Claims, and (and in any event within three (3b) Business Days of) if the resolution amount of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Funds in the Escrow Account minus is at any amounts then remaining subject time less than $475,000, the Company shall deposit additional monies into the Escrow Account so that the Funds in the Escrow Account again total $500,000, provided, that the Company shall not be required to a Claim Noticeadd funds to the Escrow Account to comply with this sentence more than once each calendar month.

Escrow Account. (a) The Seller’s obligation to provide indemnification under Company shall, on the date of this Article IX Indenture, enter into the Escrow Agreement and, pursuant thereto, shall be first satisfied from place the Initial Escrow Amount in the Escrow Account in accordance with held by the Escrow Agreement. In Agent for the event that any such indemnification obligation is not able to be satisfied from benefit of the Escrow Account, then Holders and the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyTrustee. (b) On In the event that on or before the Required Filing Date (as defined in the Escrow Agreement), the Available Escrow Proceeds (as defined in the Escrow Agreement) have not been released in accordance with the requirements of Section 3A of the Escrow Agreement, the Company shall, within five Business Days of the Required Filing Date, make an offer (an "Escrow Proceeds Offer") to purchase all Outstanding Securities at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (the "Escrow Proceeds Offer Purchase Date"). The Company shall provide the Escrow Agent with a notice of Escrow Proceeds Offer, which shall govern the terms of the Escrow Proceeds Offer. Such notice shall include such disclosures as are required by law and shall state: (1) that the Escrow Proceeds Offer is being made pursuant to this Section 10.24 and that all Securities tendered into the Escrow Proceeds Offer will be accepted for payment; (2) the purchase price (including the amount of accrued interest, if any) for each Security, the Escrow Proceeds Offer Purchase Date and the date on which the Escrow Proceeds Offer expires; (3) that is six any Security not tendered for payment will continue to accrue interest in accordance with the terms thereof; 116 (4) that, unless the Company shall default in the payment of the purchase price, any Security accepted for payment pursuant to the Escrow Proceeds Offer shall cease to accrue interest after the Escrow Proceeds Offer Purchase Date; (5) that Holders electing to have Securities purchased pursuant to a Escrow Proceeds Offer will be required to surrender their Securities to the Paying Agent at the address specified in the notice prior to 5:00 p.m., New York City time, on the Escrow Proceeds Offer Purchase Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (6) months following that Holders of Securities will be entitled to withdraw their election if the Closing Paying Agent receives, not later than 5:00 p.m., New York City time, on the Escrow Proceeds Offer Purchase Date, a facsimile transmission or letter setting forth the name of the Holders, the principal amount of Securities the Holders delivered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing his election to have such Securities purchased; (7) that Holders whose Securities are purchased only in part will be issued Securities of like tenor equal in principal amount to the unpurchased portion of the Securities surrendered; and (8) the instructions that Holders must follow in order to tender their Securities. On the Escrow Proceeds Offer Purchase Date, the Buyer and the Seller shall deliver joint written instructions Company will (i) accept for payment Securities or portions thereof tendered pursuant to the Escrow Proceeds Offer, (ii) deposit with the Paying Agent instructing money, in immediately available funds, sufficient to pay the Escrow Agent to release purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Seller Trustee the Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent will promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the difference between (i) one fourth (1/4purchase price, and the 117 Trustee shall promptly authenticate and mail or deliver to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Escrow Proceeds Offer not later than the first Business Day following the Escrow Proceeds Offer Purchase Date. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party Exchange Act, and any amounts then subject other securities laws or regulations and any applicable requirements of any securities exchange in which the Securities are listed, in connection with the repurchase of Securities pursuant to a Claim NoticeEscrow Proceeds Offer. On To the date extent that is twelve (12) months following the Closing Dateprovisions of any securities laws or regulations conflict with the provisions of this Section 10.10, the Buyer Company will comply with the applicable securities laws and the Seller regulations and requirements and shall deliver joint written instructions not be deemed to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Noticehave breached its obligations under this Section 10.24 by virtue thereof. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.ARTICLE ELEVEN

Escrow Account. (a) At the Closing, Reuters shall deposit with the Escrow Agent, in accordance with Section 2.3.10 of the Purchase Agreement, an amount in cash equal to $39,522,385, and the Sellers shall deposit with the Escrow Agent, in accordance with Section 2.3.12 of the Purchase Agreement, the SAVVIS Escrow Shares. MTH shall execute and deliver to the Escrow Agent, promptly following the deposit of the SAVVIS Escrow Shares with the Escrow Agent, one or more stock powers duly executed in blank by MTH, as the Escrow Agent shall request in writing, with respect to such SAVVIS Escrow Shares. The Seller’s obligation Escrow Agent shall act as Escrow Agent and hold, safeguard and disburse the Escrow Funds pursuant to provide indemnification under the terms and conditions of this Article IX Escrow Agreement. The Escrow Funds shall not be subject to any lien or attachment of any creditor of any party to this Escrow Agreement or of any Seller or Purchaser, and will be used solely for the purposes and subject to the conditions set forth in this Escrow Agreement. (b) At all times while any SAVVIS Escrow Shares remain in the Escrow Account, the Sellers shall be first satisfied treated as the owner of such SAVVIS Escrow Shares for all tax purposes and shall pay in a timely fashion all taxes imposed in respect of the SAVVIS Escrow Shares. The Sellers shall at all times retain full voting authority with respect to all SAVVIS Escrow Shares in the Escrow Funds. In the event SAVVIS Escrow Shares are to be converted or exchanged into other property, cash or securities as contemplated in the definition "SAVVIS Escrow Shares", the Escrow Agent shall effect such conversion or exchange at the direction of MTH, and MTH shall direct that such other property, cash or securities be delivered to the Escrow Agent hereunder as SAVVIS Escrow Shares. If the Escrow Agent should receive any cash with respect to the SAVVIS Escrow Shares, the Escrow Agent shall invest, reinvest and/or deposit such cash in accordance with Section 3.2. (c) MTH shall have the right and option (the "Cash Substitution Option"), exercisable as provided in this Section 3.1(c), to at any time cause the Escrow Agent to assign, transfer and deliver to MTH any or all of the SAVVIS Escrow Shares (together with stock powers executed in blank relating thereto) then held in the Escrow Account by depositing with the Escrow Agent, in substitution therefor, an amount in cash equal to the product of the number of SAVVIS Escrow Shares to be replaced times the lesser of (a) 130% of the Calculation Date SAVVIS Stock Fair Market Value and (b) the SAVVIS Stock Fair Market Value on the date of the Cash Substitution Notice (as defined below). The Cash Substitution Option shall be exercisable by MTH providing a written notice of exercise (the "Cash Substitution Notice") to the Escrow Agent and Limited, which Cash Substitution Notice shall (A) make specific reference to this Section 3.1(c), (B) indicate the SAVVIS Stock Fair Market Value as of the date of the Cash Substitution Notice, (C) indicate how such value was computed in accordance with the definition of SAVVIS Stock Fair Market Value, (D) indicate the aggregate amount of cash to be substituted for the SAVVIS Escrow Shares to be replaced in accordance with this Section 3.1(c), (E) indicate the precise nature and amount of the property and/or funds then comprising the SAVVIS Escrow Shares to be released from the Escrow Account and (F) include a certification of an officer of MTH that neither it nor any of its affiliates is in accordance possession of material non-public information with respect to SAVVIS. Unless Limited notifies MTH and the Escrow Agent in writing of any objection to any of the matters referred to in the Cash Substitution Notice, which objection notice shall include reasonable detail of the basis for any such objection, within five (5) Business Days after the date of such notice, the Escrow Agent shall deliver the SAVVIS Escrow Shares to be replaced, together with the Escrow Agreementstock powers related thereto executed in blank, to MTH against receipt of immediately available funds in the amount set forth in such notice. In the event that Limited objects to any of the matters set forth in the Cash Substitution Notice, Limited and MTH shall in good faith seek to resolve such indemnification obligation is not able matter or matters (with any issue with respect to determination of SAVVIS Stock Fair Market Value to be satisfied from resolved as provided in the Escrow Accountdefinition thereof) and, then the Seller promptly following such resolution, Limited and MTH shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver provide joint written instructions to the Escrow Agent instructing the Escrow Agent to release with respect to the Seller delivery of the SAVVIS Escrow Shares to be replaced in exchange for an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all immediately available funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly based upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticesuch resolution.

Escrow Account. (a) At the Closing, pursuant to Section 2.02(b), the Parent shall deposit $8,025,000 (the “Escrow Amount”) in immediately available funds into an escrow account (the “Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms and conditions of an escrow agreement in the form of Exhibit E attached hereto, to be entered into on the Closing Date by the Parent, the Representative and the Escrow Agent (the “Escrow Agreement”). (b) The SellerEscrow Amount shall serve as a security for, and be the sole source of payment of, the Parent’s obligation rights pursuant to provide indemnification under this Article IX shall be first satisfied from Section 1.10(b), if any. Promptly following the determination of the Final Cash Consideration, and the making of all payments due pursuant to Section 1.10(b), if any, if there are any amounts remaining in the Escrow Account in accordance with (the “Remaining Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow AccountAmount”), then the Seller Parent and the Representative shall pay deliver a joint written instruction to the Buyer Indemnified Parties Escrow Agent to pay the amount not satisfied from the Remaining Escrow Account, Amount by wire transfer of immediately available funds as follows: (i) to an account the Paying Agent, a portion of the Remaining Escrow Amount equal to the aggregate amount to be paid to Unitholders under this Section 1.11 as set forth in the Merger Consideration Schedule, for distribution by the Paying Agent to the Unitholders in accordance with the Merger Consideration Schedule; and (ii) to the Company, a portion of the Remaining Escrow Amount (for the avoidance of doubt, disregarding any applicable withholdings) equal to the aggregate amount to be paid to holders of Vested In-the-Money Options under this Section 1.11 as set forth in the Merger Consideration Schedule, for distribution by the Company to such holders (any such payment to be made to any Employee Optionholder to be reduced by applicable withholdings) through the Company’s payroll system in accordance with the Merger Consideration Schedule (provided, that, notwithstanding the foregoing, if such holder is a Non-Employee Optionholder, then the Parent shall make, or accounts cause the Paying Agent to make, such payment directly to such holder via wire transfer to the account(s) designated in writing by such Buyer Indemnified Partyholder in such holder’s Option Acknowledgement Agreement (rather than through the Company’s payroll system)). (bc) On the date that is six (6) months following the Closing Date, the Buyer and the Seller The Parent shall deliver joint written instructions pay all fees payable to the Escrow Agent instructing under the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAgreement.

Escrow Account. (a) The Within ten days after the Closing Period Termination Date, Buyer shall prepare, in consultation with Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from , a reconciliation statement for the Escrow Account Account, acting reasonably and in accordance with good faith (the “Escrow Reconciliation Statement”), setting forth (i) a reconciliation of the amount paid to the Escrow Agreement. In Agent pursuant to Section 15.02(d)(i), if any, and amounts disbursed to Buyer by the event that Escrow Agent as provided in Section 3.03, (ii) a summary of the resolution of any such indemnification obligation Title Defects or Environmental Defects not cured, and Title Benefits not agreed to, prior to Closing and a reconciliation of all amounts paid to the Escrow Agent pursuant to Sections 15.02(d)(ii), or 15.2(d)(iii) and disbursed to Buyer or Seller by the Escrow Agent as provided in Sections 6.05(c), 6.06(b), 7.04(c) and 7.04(d) and (iii) the amount, if any, Buyer believes is not able payable to be satisfied it from the Escrow Account, then . Buyer shall submit the Escrow Reconciliation Statement to Seller. Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from respond in writing with objections and proposed corrections within thirty (30) days of receiving the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Reconciliation Statement. If Seller shall deliver joint written instructions does not respond to the Escrow Agent instructing Reconciliation Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Seller and final and binding between the parties. After approval of the Escrow Reconciliation Statement, Buyer and Seller will direct the Escrow Agent to release disburse to the Seller an Buyer the amount equal to the difference between (i) one fourth (1/4) of which Buyer is entitled to hereunder and all remaining amounts in the Escrow Amount minus (ii) any amounts previously paid Account will be disbursed to any Seller. If Buyer Indemnified Party and any amounts then subject Seller are unable to agree to a Claim Notice. On the date that is twelve final Escrow Reconciliation Statement within thirty (1230) months following the Closing Date, the Buyer and the Seller shall deliver joint days after Seller’s written instructions objection to the Escrow Agent instructing Reconciliation Statement submitted by Buyer, amounts which are not in dispute shall be disbursed by the Escrow Agent to release Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit the disagreement to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Independent Expert selected in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and manner provided in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeArticle VIII for resolution.

Escrow Account. (a) The Seller’s obligation Escrow Account will be held pursuant to provide indemnification under the terms and conditions of the Escrow Instructions annexed to this Article IX shall be first satisfied from Lease in SCHEDULE 6.01. You agree to deliver the Escrow Account amount to the escrow agent named in accordance with such escrow agreement no later than the later of the third business day immediately following your receipt of the Subordination, Non-Disturbance and Attornment Agreement annexed to this Lease as Schedule 19.01 signed by the current Superior Mortgagee, or the tenth business day immediately following the Effective Date, time being of the essence. If the entire Escrow Account amount is not delivered within such period, then until such time as it is delivered, you agree to pay to Landlord a penalty of $100.00 a day for each day until delivered and until such time as it is delivered, Landlord shall have the right to terminate this Lease. Upon an Event of Default, Landlord may, from time to time, without prejudice to any other remedy available to Landlord, draw upon the Escrow AgreementAccount to the extent necessary to make good any arrears of Rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by your default, and you shall pay to the escrow agent on demand by Landlord the amount so withdrawn in order to restore the Escrow Account amount to its original amount, as the same may have been adjusted pursuant to the last paragraph of this Section and Article XXV. In Subject to the event that any such indemnification obligation is not able earlier termination of the escrow agreement as permitted by an express provision of this Lease, you shall be entitled to be satisfied from make demand on to the escrow agent for the return of the Escrow Account on and after the fifteenth day immediately following the Expiration Date and Landlord shall provide all required notices to the escrow agent to effectuate same. If each of the Early Return of the Escrow Account Conditions exist, then within sixty days of Landlord's receipt of your written request for the return of the Escrow Account, then the Seller you shall pay be entitled to the Buyer Indemnified Parties the amount not satisfied from early return of the Escrow Account, by wire transfer provided, however, if within thirty days of immediately available funds Landlord's receipt of your written request, Landlord or the Superior Mortgagee requests documents or documents reasonably necessary to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On verify that each of the Early Return of Escrow Account Conditions exist, then the period of time within which you shall have the right to the return of the Escrow Account shall be extended to the date that is six (6) months sixty days immediately following the Closing date that Landlord receives the requested documents or documentation. Provided that no Event of Default then exists beyond the applicable grace period, if any, on each Adjustment Date beginning with the Adjustment Date corresponding to the first day of the second Lease Year, Landlord will consent to the disbursement to you by the escrow agent of one-tenth (1/10th) of the initial Escrow Account amount and you shall not have any obligation to replenish any such one-tenth (1/10th) amount. The parties agree, after the Commencement Date, the Buyer and the Seller shall deliver joint written instructions to execute any schedule to be provided pursuant to the Escrow Agent instructing Instructions to evidence the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining reductions in the Escrow Account minus any amounts then subject amount pursuant to a Claim Noticethis paragraph. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.Landlord: Tenant: ------ ------

Escrow Account. The Company has entered into an Escrow Agreement with a Computershare Trust Company, N.A. (“Escrow Agent”). The terms of the Escrow Agreement, which the Company hereby agrees to make its commercially reasonable efforts to enforce, are as follows: (a) The Seller’s obligation All funds received by the Company from Investor (“Investor Funds” and together with all other funds received by the Company for the Securities, “Investors Funds”) pursuant to provide indemnification under this Article IX shall subscription agreements will be first satisfied from deposited with or wired to Escrow Agent within ten (10) days following the Escrow Account in accordance with day upon which proceeds are received by the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyCompany. (b) On From time to time upon the date that is six (6) months Company’s request, and at the end of the third business day following the Closing DateTermination Date (as defined below), Escrow Agent shall notify the Buyer Company of the amount of Investors Funds received hereunder. If the following requirements are met: (i) Investors Funds totaling $1,500,000 (the “Minimum Amount”) or more are received by Escrow Agent at any time prior to the Termination Date and (ii) the Seller shall deliver joint written instructions Company has delivered to the Escrow Agent instructing a written notice (“Notice”) signed by an authorized officer of the Company stating that the Company has received and accepted subscription agreements for the Securities totaling or exceeding the Minimum Amount (i and ii together are the “Requirements”), then Escrow Agent shall pay out the escrowed funds and all earnings thereon when and as directed by such written Notice. (c) If the Requirements are not met prior to the Termination Date, Escrow Agent shall refund to each of Investors at such person’s address stated on the list of Investors provided by the Company, or at such other address as shall be furnished to Escrow Agent by the Company in writing, all Investor Funds received by the Escrow Agent to release to for such Investor as stated on the Seller list of Investors. (d) If the Company does not accept an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Dateinvestor subscription, the Buyer and the Seller shall deliver joint Company will send a written instructions notice to the Escrow Agent instructing the Escrow Agent to release return such person’s funds without interest. Such notice shall include the name and address of the payee and the amount to be paid to the Seller an amount equal to payee. (e) The “Termination Date” shall be the difference between (x) one fourth (1/4) earlier of June 29, 2007 or the date Escrow Agent receives written notice from the Company that it is abandoning or closing the sale of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date Securities and that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent is instructed to release pay Investor Funds to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeInvestors.

Escrow Account. The Escrow Amount paid into the Escrow Account shall serve to settle warranty claims on the part of the Buyer against the Sellers on the basis of Section 11 and Section 12 of this Agreement (hereinafter "Warranty Claims"). The following shall apply with respect to the Escrow Account, and the Escrow Agreement shall so provide (as the case may be): (a) Any disposal over the Escrow Account or the Escrow Amount shall only be made jointly by the Sellers or a Seller's representative (as the case may be) and the Buyer by giving written instruction to the Escrow Agent. The Seller’s obligation Parties shall instruct the Escrow Agent accordingly. Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -25- ________________________________________________________________________________ (b) The Parties shall take all measures reasonably required, in particular make all necessary declarations to provide indemnification under this Article IX the Escrow Agent, in order to ensure that such amount of the Escrow Amount plus any and all interest accrued on such amount shall be first satisfied transferred from the Escrow Account to Buyer which is required to completely satisfy Warranty Claims if and when (i) such Warranty Claims have been acknowledged by Sellers in writing or, to the extent the Sellers did not acknowledge such Warranty Claims, (ii) such Warranty Claims have been granted to Buyer by a final arbitral award of the arbitration tribunal pursuant to Section 16.6 of this Agreement (hereinafter referred to jointly as a "Warranty Case"). (c) The Escrow Account shall be closed and the entire Escrow Amount including any and all interest accrued on the Escrow Account shall be transferred to the Omnibus Account or any other bank account designated by the Sellers in writing, if, until June 30, 2003, (i) neither Sellers have acknowledged any Warranty Claims asserted against them by Buyer in writing (ii) nor Buyer has instituted arbitration proceedings against one or several of the Sellers in accordance with Section 16.6 of this Agreement with respect to Warranty Claims. If, on or before June 30, 2003, Sellers have acknowledged any Warranty Claims asserted against them by Buyer in writing, the provisions of sub-section (b) of this Section 5.6 shall apply and only the remaining amount of the Escrow Amount plus any and all interest accrued on such remaining amount shall be transferred to the Omnibus Account or any other bank account designated by the Sellers in writing. If, on or before June 30, 2003, Buyer has instituted arbitration proceedings against one or several of the Sellers in accordance with Section 16.6 of this Agreement with respect to Warranty Claims, such amount of the Escrow Amount plus any and all interest accrued on such amount shall remain on deposit in the Escrow Account which is required in order to completely satisfy such Warranty Claims until a final arbitration award is issued by the arbitration tribunal and only the remaining amount of the Escrow Amount plus any and all interest accrued on such remaining amount shall be transferred to the Omnibus Account or any other bank account designated by the Sellers in writing. The amount remaining on deposit in the Escrow Account plus any and all Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -26- ________________________________________________________________________________ interest accrued on such amount shall be transferred to Sellers and Buyer in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partyfinal arbitral award. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) The Seller’s obligation On the Closing Date at the Closing, Parent shall irrevocably instruct its transfer agent, by a letter reasonably acceptable to provide indemnification under this Article IX shall be first satisfied from the Stockholders' Representative, to deliver to the Escrow Account Agent (the "Escrow Agent"), as soon as possible but in accordance with no event later than three (3) business days after the Closing Date, under the escrow agreement dated the Closing Date, substantially in the form of Exhibit 3 hereto (the "Escrow Agreement"), a certificate representing two million eight hundred forty thousand (2,840,000) shares of Parent Common Stock representing the Earn-Out Consideration (as defined in Section 2.5 below) to be held in an escrow account (the "Escrow Account") pursuant to the terms of the Escrow Agreement. In addition, on the Closing Date as part of the Closing, Parent shall irrevocably instruct its transfer agent, by a letter reasonably acceptable to the Stockholders' Representative, to deliver to the Escrow Agent, as soon as possible but in no event that any such indemnification obligation is not able later than three (3) business days after the Closing Date under the Escrow Agreement, a certificate representing nine hundred thirty-seven thousand two hundred (937,200) shares of Parent Common Stock to be satisfied from held in the Escrow Account, then the Seller shall pay Account to cover claims for indemnity by Parent pursuant to Article X herein pursuant to the Buyer Indemnified Parties terms of the Escrow Agreement (the "Closing Indemnity Shares"). In addition, Parent shall irrevocably instruct its transfer agent, by a letter reasonably acceptable to the Stockholders' Representative, to deliver to the Escrow Agent, as soon as possible but in no event later than three (3) business days after the date applicable Earn-Out Consideration is payable to the Stockholders under the Escrow Agreement, a certificate representing twenty-two percent (22%) of the shares of Parent Common Stock included in the Earn-Out Consideration earned by and payable to the Stockholders prior to the date nine (9) months after the date hereof, if any, to be held in the Escrow Account to cover claims for indemnity by Parent pursuant to Article X hereto pursuant to the terms of the Escrow Agreement plus such additional number of shares of Parent Common Stock included in the Earn-Out Consideration earned after the date nine (9) months after the date hereof, if any, equal to the sum, if any, of (a) (i) the amount not satisfied from of any then outstanding Damages claimed by Parent under Section 10.1(a) prior to the Escrow Accountdate nine (9) months after the date hereof divided by (ii) the average of the closing price of the Parent Common Stock on its principal market or exchange for the five (5) consecutive trading days immediately preceding the end of the Second Earn-Out Period or Third Earn-Out Period, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. as applicable, less (b) On the date shares of Parent Common Stock then held in the Escrow Account to cover claims for indemnity by Parent pursuant to Article X hereto; PROVIDED, HOWEVER, that is six (6) months following in no event shall the Closing Date, the Buyer and the Seller shall deliver joint written instructions number of shares of Parent Common Stock delivered or deliverable to the Escrow Agent instructing pursuant to this Agreement or the Escrow Agent to release to Agreement exceed the Seller an amount equal to the difference between sum of (ix) one fourth twenty-two percent (1/422%) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus Date Consideration plus (y) twenty-two percent (22%) of any amounts Earn-Out Consideration paid pursuant to any Buyer Indemnified Party since the date that was the six this Agreement (6) months following collectively with the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing DateIndemnity Shares, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice"Indemnity Shares").

Escrow Account. Buyer, VOIS and Seller shall establish an escrow account (the “Escrow Account”) with the Escrow Agent upon the following terms and conditions: (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay Subject to the terms and conditions hereof, on or before 5:00 p.m. Eastern time on April 1, 2008, Buyer Indemnified Parties the amount not satisfied from the Escrow Account, and VOIS shall deposit funds by wire transfer or check into the trust account of immediately available funds the Escrow Agent in an amount equal to an account or accounts designated in writing by such Buyer Indemnified Partythe Purchase Price, the Seller Payables and the Third Party Payables (collectively the “Purchase Funds”). (b) On Upon execution hereof, Seller shall deposit into the date that is six Escrow Account stock certificate(s) for the Shares, which stock certificates shall be duly endorsed for transfer or accompanied by a duly executed stock power, and in the case of Common Stock of the Company to be sold pursuant hereto, with Seller’s signature thereon guaranteed by a broker-dealer firm or bank using a medallion guarantee, or in the case of an entity Seller, all transfer documents required by the Company’s transfer agent, including duly executed certificates of corporate authorization to transfer also with a medallion guarantee (6the “Stock Certificates” and the “Documents,” respectively). (c) months following Upon receipt of the Closing Date, Stock Certificates and Documents from the Seller and the Purchase Funds from Buyer and the Seller shall deliver joint written instructions to VOIS, the Escrow Agent instructing shall deliver the Purchase Funds to the Seller and shall deliver the Share Certificates and Documents to Buyer, designees of the Buyer or to the Company’s transfer agent. (d) If all the Purchase Funds have not been received by the Escrow Agent to release to on or before 5:00 p.m. Eastern time on April 1, 2008, unless otherwise instructed, in writing, by the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Dateparties hereto, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing shall return the Escrow Agent to release Share Certificates and Documents to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) Seller, and shall return any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Purchase Funds in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and VOIS without deduction or offset if they are being held by the Escrow Agent. (e) In the event VOIS has completed the Financing, and Buyer and VOIS fail to fulfill their obligations herein, Seller shall deliver joint written instructions retain the right to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticepursue available remedies against Buyer and VOIS.

Escrow Account. At the Closing, Buyer shall deposit into an escrow account (athe “Escrow Account”), to be established pursuant to the terms of an escrow agreement to be entered into by and among Buyer, the Sellers’ Representative and the Escrow Agent in a form reasonably acceptable to the parties thereto (the “Escrow Agreement”), a standby letter of credit issued by Bank of America, NA (the “Escrow Letter of Credit”), in an amount equal to the Aggregate Escrow Amount plus an amount sufficient to cover the interest payments described in Sections 2.2(d)(i) and 2.2(d)(ii) below. The Seller’s obligation to provide indemnification under this Article IX Aggregate Escrow Amount shall be first satisfied released on the dates and in the manner set forth below: (i) on the one-year anniversary of the Closing Date, fifty percent (50%) of the Aggregate Escrow Funds, plus interest on such amount accruing at the Interest Rate from the Closing Date until such one-year anniversary date, shall be drawn down by the Escrow Account Agent under the Escrow Letter of Credit and released to the Non-Employee Stockholders in accordance with the Escrow Agreement. In the event that any Section 2.2(d)(iv) on such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party.date; (bii) On on the date that is six eighteenth (618th) months following month anniversary of the Closing Date, the Buyer and remaining Aggregate Escrow Funds, plus interest on such amount accruing at the Seller Interest Rate from the Closing Date until such eighteenth (18th) month anniversary date, shall deliver joint written instructions to be drawn down by the Escrow Agent instructing under the Escrow Letter of Credit and released to the Non-Employee Stockholders in accordance with Section 2.2(d)(iv) on such date; (iii) promptly after settlement of pending indemnification claims, the Escrow Agent to shall draw down from the Escrow Letter of Credit and release to the Seller an amount Non-Employee Stockholders any amounts, plus interest on such amounts accruing at the Interest Rate from the Closing Date until such date, which would have been drawn down and released to the Non-Employee Stockholders pursuant to subparagraphs (i) and (ii), above, but for such pending claims; and (iv) each Non-Employee Stockholder shall receive a portion of the Aggregate Escrow Amount plus any interest payable thereon to be released pursuant to subparagraphs (i), (ii) and (iii) above equal to the difference between product of (iA) one fourth (1/4) the then released portion of the Aggregate Escrow Amount minus plus any interest payable thereon and (iiB) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Datefraction, the Buyer numerator of which is the number of shares of Common Stock sold by such Non-Employee Stockholder, and the Seller shall deliver joint written instructions to denominator of which is the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) aggregate number of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller shares of Common Stock sold by all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeNon-Employee Stockholders hereunder.

Escrow Account. (a) The Seller’s obligation Subject to provide indemnification under the terms and conditions of this Article IX agreement, on each Escrow Deposit Date until the Revolving Line is indefeasibly paid in full, the Borrower shall be first satisfied from deposit into the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between excess, if any, of all revenues received by the Borrower from and including the immediately preceding Escrow Deposit Date to but excluding such Escrow Deposit Date less all expenses paid by the Borrower from and including the immediately preceding Escrow Deposit Date to but excluding such Escrow Deposit Date (i) one fourth (1/4) the “Escrow Deposit Amount”). The Borrower shall not use any revenues for any purpose other than to pay expenses of the Escrow Amount minus (ii) any amounts previously paid Borrower currently due and owing and to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to fund the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim NoticeAccount. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within Upon three (3) Business Days ofprior notice to the Bank, the Borrower shall have the option to forego depositing the Escrow Deposit Amount into the Escrow Account for such Escrow Deposit Date and instead apply such Escrow Deposit Amount to reduce the outstanding balance of the Revolving Line; provided, however, that the Borrower may not draw on the Revolving Line for a period of ten (10) Business Days following the resolution application of any matter set forth Escrow Deposit Amounts to reduce the outstanding balance of the Revolving Line. The Borrower shall not withdraw any amounts in a Claim Noticethe Escrow Account without the express prior written consent of the Bank, which consent may be given or withheld in the Buyer and Bank’s sole discretion. All amounts in the Seller Escrow Account on the Revolving Line Termination Date shall deliver joint written instructions be applied to the Escrow Agent instructing repayment of all amounts outstanding under the Escrow Agent to release to the Seller all funds Revolving Line. Any amounts remaining in the Escrow Account minus any following the indefeasible payment in full of all amounts then remaining subject outstanding under the Revolving Line shall be remitted to a Claim Noticethe Borrower within 60 days. The Escrow Account shall be an interest-bearing account.

Escrow Account. (a) If the Company or any of its Subsidiaries shall sell, convey, transfer or lease, in any single transaction or series of transactions, all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, to any other Person, the Company may elect to satisfy its obligations pursuant to Section 11.01(a) to be satisfied by causing an amount in cash from the proceeds of such transaction equal to the Escrow Amount to be deposited into an escrow account pursuant to this Section 11.04 (such account, the “Escrow Account”, and such election, the “Escrow Election”). The Seller’s obligation Company will provide the Trustee with notice of such election at least 15 Business Days prior to provide indemnification the closing date of such transaction. If the Trustee is not so notified, the Company will be deemed not to have made such election. (a) If the Company has elected to satisfy its obligations under this Article IX Section 11.01(a) by making an Escrow Election, then concurrently with and as a condition precedent to any such transaction, the Company shall be first satisfied from (i) enter into an agreement with the Trustee and the Escrow Agent regarding the Escrow Account (such agreement, the “Escrow Agreement”), with such Escrow Agreement to be in accordance with form and substance reasonably satisfactory to the Escrow Agent, and (ii) cause the Escrow Amount to be deposited in the Escrow Account. In executing the Escrow Agreement, the Trustee shall be entitled to conclusively rely upon an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent under this Indenture have been complied with. In The Escrow Agreement will grant the event that any such indemnification obligation is not able Trustee, for the benefit of the Holders, the Trustee, and the Escrow Agent, a first priority security interest in the funds in the Escrow Account to secure the Company’s obligations under this indenture. Such security interest shall be satisfied released upon the release of funds from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months The Company shall not elect Cash Settlement or Combination Settlement with a Specified Dollar Amount greater than $1,000 per $1,000 principal amount of Notes to apply to any conversion of Notes with a Conversion Date following the Closing Dateeffective date of any transaction pursuant to which the Company has made an Escrow Election. (c) Following any Escrow Election, the Buyer execution of the Escrow Agreement, and the Seller deposit of the Escrow Amount into the Escrow Account, the Company shall be entitled to deliver joint written instructions an Officer’s Certificate (substantially in the form attached to the Escrow Agreement) to the Escrow Agent instructing (with a copy to the Trustee) directing the release of amounts to the Conversion Agent or Paying Agent from the Escrow Account to fulfill any of the Company’s monetary obligations under this Indenture. (d) If an Event of Default has occurred and is continuing, the Trustee shall be entitled to request that the Escrow Agent release funds from the Escrow Account to release satisfy the Company’s monetary obligations under this Indenture (including, for the avoidance of doubt, the obligation to make any payment of principal, interest or of any Fundamental Change Repurchase Price or Redemption Price, the obligation to convert the Notes upon exercise of a Holder’s conversion right, and the Company’s obligation to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party Trustee and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to for fees, expenses and indemnities). (e) The release to the Seller an of any amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then shall be subject to a Claim Noticethe satisfaction in full of the Company’s obligations under the Indenture by delivering to the Securities Registrar for cancellation all outstanding Notes and by depositing with the Trustee or delivering to Holders, as applicable, after the Notes have become due and payable, whether at maturity, at any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash and/or shares of Common Stock, solely to satisfy outstanding conversions, as applicable, sufficient to pay all of the outstanding Notes and paying all other sums payable by the Company under this Indenture. Promptly upon (and in Prior to any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Noticesuch release, the Buyer Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that such release complies with the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticeprovisions of this Article 11.

Escrow Account. Prior to the Liquidity Date, if any Founder voluntarily terminates his employment with the Company (a "DEPARTING FOUNDER"), he shall no longer be deemed a Holder and shall promptly place all shares of Series 4-A Preferred Stock and shares of Common Stock which were issued upon conversion of Preferred Stock then held by him (the "ESCROW SECURITIES") in an escrow account (the "ESCROW ACCOUNT") held by an escrow agent selected by the Company and reasonably satisfactory to the Departing Founder ("ESCROW AGENT"). All securities issued in respect of the Escrow Securities by way of stock dividends shall be deemed Escrow Securities and shall be deposited in the Escrow Account. The Escrow Account shall be subject to the following conditions: (a) The Seller’s obligation Escrow Securities shall remain in the Escrow Account unless otherwise purchased pursuant to provide indemnification under this Article IX Section 9.1(b) or Section 9.1(d) below from the date such Founder places the Escrow Securities in the Escrow Account until the day (the "RELEASE DATE") which is forty-five (45) days after the Trigger Date (the "ESCROW PERIOD"), provided, however that such Escrow Securities shall be first satisfied released from the Escrow Account in accordance with the event the Escrow AgreementSecurities have not been purchased, or the Trigger Date has not occurred, by November 15, 2006. In The "TRIGGER DATE" is the event that any such indemnification obligation is not able to be satisfied from earlier of (i) the Escrow Account, then Liquidity Date and (ii) the Seller shall pay date of the closing of the purchase by the Company of more than fifty percent (50%) of the total number of Shares outstanding pursuant to the Buyer Indemnified Parties exercise by the amount not satisfied from Investors of their put rights stated herein and in the Escrow Account, by wire transfer Company's Certificate of immediately available funds Designation with respect to an account or accounts designated in writing by such Buyer Indemnified Partythe Preferred Stock. (b) On At any time beginning on the date that is six of voluntary termination of employment by the Departing Founder and ending on the last date of the Escrow Period: (6i) months following the Closing DateCompany shall have the right to purchase all but not less than all of the Escrow Securities by delivery of a written notice (a "COMPANY ESCROW PURCHASE NOTICE") to the Departing Founder, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing and the Investors; and (ii) each Investor shall have a one-time right to purchase up to the total amount of all such Escrow Securities by delivery of a written notice (an "INVESTOR ESCROW PURCHASE NOTICE") to the Departing Founder, the Escrow Agent, the Company and the other Investors, provided, however, that in the event the number of shares of Escrow Securities each Investor desires to purchase exceeds the number of shares of Escrow Securities available, the Company shall notify each such Investor, and within thirty (30) days after delivery (except as provided below) of the Investor Escrow Purchase Notice, each such Investor will be entitled to obtain that portion of the Escrow Securities which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the shares of Series 4-A Preferred Stock then held by such Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the shares of Series 4-A Preferred Stock then held, by all Investors who wish to purchase the Escrow Securities; provided, further, however, that an Investor's right to purchase Escrow Securities shall be subject to the Company's preferential right to purchase all but not less than all of the Escrow Securities as set forth below and shall terminate upon delivery of a Company Escrow Purchase Notice. (c) Upon delivery of an Investor Escrow Purchase Notice, the Company shall, for a period of thirty (30) days from delivery of such Investor Escrow Purchase Notice, have the right to purchase all but not less than all of the Escrow Securities set forth in such Investor Escrow Purchase Notice. If the Company exercises such right, the Investor that delivered the Investor Escrow Purchase Notice shall not be deemed to have exercised its one time right to purchase Escrow Securities. (d) Upon the Trigger Date and for a period of thirty (30) days from the Trigger Date, each Investor (regardless as to whether or not it has exercised its right to purchase Escrow Securities set forth in Section 9.1(b) above) shall have the right to purchase any remaining Escrow Securities. In the event the number of shares of Escrow Securities each such Investor desires to purchase exceeds the number of shares of Escrow Securities available, such shares of Escrow Securities shall be allocated by the Escrow Agent pro-rata among such Investors (based on the total number of Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by all the Investors as at the date hereof) until all the remaining Escrow Securities have been purchased or there are no Investors seeking to release to purchase the Seller an amount equal to the difference between remaining Escrow Securities. (e) The purchase price per share of Escrow Securities (i) one fourth (1/4) shall be the average of the daily closing prices of the Common Stock on the principal exchange or NASDAQ on which the Common Stock is then listed or admitted to trading, as applicable, over the thirty (30) consecutive trading days immediately preceding (and not including) the date of the Company Escrow Amount minus Purchase Notice, Investor Escrow Purchase Notice, or the Trigger Date, as the case may be, or (ii) shall be determined in good faith by the Board of Directors of the Company in the event the Escrow Securities are not publicly traded, in each case less a discount of thirty percent (30%) of such average daily closing price (the amount of such discount applied per Escrow Security, the "DISCOUNT"). (f) In the event (i) any amounts previously paid Investor has exercised its right to any Buyer Indemnified Party purchase Escrow Securities (such party, an "EXERCISING PARTY") and any amounts then subject to (ii) the offering price for a Claim Notice. On primary or secondary offering by the date that is Company of Common Stock or the purchase price per Common Stock in connection with a Qualifying Sale exceeds the 30% IRR Price, and such offering or Qualifying Sale takes place within twelve (12) months following from the Closing Datedate that a Founder voluntarily terminates his employment with the Company, the Buyer and the Seller then each Exercising Party shall deliver joint written instructions pay to the Escrow Agent instructing the Escrow Agent to release to the Seller Departing Founder an amount in cash or in equivalent shares of Common Stock equal to the difference between (xnumber of Escrow Securities purchased by such Exercising Party pursuant to Section 9.1(b) one fourth (1/4or Section 9.1(d) of above multiplied by the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing DateDiscount, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticewithout interest.

Escrow Account. (a) The Seller’s obligation At the Closing, Buyer shall deposit with the Escrow Agent an amount equal to provide indemnification under this Article IX the greater of (i) the Preliminary Working Capital Balance and (ii) One Million Five Hundred Thousand Dollars ($1,500,000) (the "Aggregate Escrow Amount"), which Aggregate Escrow Amount shall be first satisfied from held by the Escrow Account Agent in an interest bearing account (the "Escrow Account") and distributed by the Escrow Agent in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer The Aggregate Escrow Amount and the Seller all accrued interest and other earnings thereon shall deliver joint written instructions to be distributed by the Escrow Agent instructing in accordance with the Escrow Agreement, which shall provide, among other things, as follows: (i) The Escrow Agent shall hold the Aggregate Escrow Amount until such time as the Working Capital of MESC as of the Closing Date has been finally determined pursuant to the Final Closing Statement in accordance with the provisions of SECTION 2.4 and the Escrow Agent has received a copy of such Final Closing Statement executed by both Buyer and Seller. (ii) Final Working Capital Balance exceeds Preliminary Working Capital Balance. (A) If the Final Working Capital Balance of MESC exceeds the Preliminary Working Capital Balance, the Purchase Price shall be increased by the amount of such excess (the "Positive Working Capital Adjustment"), and the Escrow Agent shall immediately pay to release Seller the entire Aggregate Escrow Amount and all accrued interest and other earnings thereon. In addition, Buyer shall wire transfer to Seller to the account or accounts specified by Seller immediately available funds in an amount equal to the difference between Positive Working Capital Adjustment. (iiii) one fourth Preliminary Working Capital Balance exceeds Final Working Capital Balance. (1/4A) If the Preliminary Working Capital Balance exceeds the Final Working Capital Balance of MESC, the Purchase Price shall be decreased by the amount of such excess (the "Negative Working Capital Adjustment"), and the Escrow Agent shall immediately pay to Buyer in cash out of the Escrow Amount minus Account the amount of the Negative Working Capital Adjustment and all accrued interest and other earnings which have accrued thereon up to the amount available in the Escrow Account. Within five (ii5) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months Business Days following the Closing Dateaforementioned payment to Buyer, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent shall distribute to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject after such payment. If funds are insufficient in the Escrow Account to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Noticemake such payment to Buyer, because for example, the Final Working Capital Balance is less than zero, then Seller shall wire transfer to Buyer to the account or accounts specified by Buyer immediately available funds in an amount equal to the difference between the Negative Working Capital Adjustment and the Aggregate Escrow Amount. (iv) Preliminary Working Capital Balance equals Final Working Capital Balance. (A) If the Preliminary Working Capital Balance equals the Final Working Capital Balance of MESC, the Escrow Agent shall immediately pay to Seller the entire Aggregate Escrow Amount and all accrued interest and other earnings thereon. (c) Each of Buyer and the Seller shall deliver joint written instructions be responsible for and shall pay 50% of all fees, costs and expenses payable to the Escrow Agent instructing pursuant to the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAgreement.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX At the Closing, Buyer shall be first satisfied from deposit the Escrow Amount in the Escrow Account in accordance with (“Escrow Account”) established pursuant to the terms of the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from Agreement by and among the Escrow AccountAgent, then Buyer and Seller, the Seller shall pay to form of which is attached hereto as Exhibit F (the Buyer Indemnified Parties the amount not satisfied from the “Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyAgreement”). (b) The Escrow Amount shall be used as security for and shall be available to satisfy indemnification payments, if any, required to be made to Buyer pursuant to Article VII of this Agreement. (c) On the date that is six (6) months following first anniversary of the Closing Date (“Escrow Release Date”), the Buyer and the Seller shall deliver give joint written instructions to the Escrow Agent instructing to release, to an account designated by Seller, the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) balance of the Escrow Amount minus less the amount of all indemnification claims made by Buyer, in good faith, pursuant to this Agreement and delivered to Escrow Agent and Seller prior to the first anniversary of the Closing Date, which claims remain unresolved, if any. (iid) any amounts previously paid Subject to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve Section 2.07(f), if within one hundred eighty (12180) months days following the Closing Date, the Seller has completed its obligations pursuant to Section 6.09(a)(i) of this Agreement [****], then Buyer and the Seller shall deliver give joint written instructions to the Escrow Agent instructing to release, to an account designated by Seller, Seven Hundred and Fifty Thousand Dollars ($750,000) from the Escrow Agent Account (the “[****] Escrow Release Amount”). (e) Subject to release to the Seller an amount equal to the difference between Section 2.07(f), if within one hundred eighty (x180) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months days following the Closing Date, the Seller has completed its obligations pursuant to Section 6.09(a)(ii) of this Agreement [****], then Buyer and the Seller shall deliver give joint written instructions to the Escrow Agent instructing the Escrow Agent to release release, to the Seller all funds remaining in an account designated by Seller, Seven Hundred and Fifty Thousand Dollars ($750,000) from the Escrow Account minus any amounts then subject (the “[****] Escrow Release Amount”). (f) Notwithstanding anything to a Claim Notice. Promptly upon (and the contrary in any event within three (3Sections 2.07(d) Business Days ofor 2.07(e), neither the [****] Escrow Release Amount nor the [****] Escrow Release Amount shall be released to Seller if, at the time the Seller would otherwise be entitled to such release pursuant to Sections 2.07(d) the resolution of any matter set forth in a Claim Noticeor 2.07(e), as applicable, the Buyer amount of the indemnification claims made by Buyer, in good faith, pursuant to this Agreement and the Seller shall deliver joint written instructions delivered to the Escrow Agent instructing the Escrow Agent and to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSeller, exceeds One Million Five Hundred Thousand Dollars ($1,500,000). NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from Escrow Amount and other funds held in the Escrow Account will be held and released in accordance with the terms of this Agreement and the Escrow Agreement. In the event that Such funds will be used to satisfy any such indemnification obligation is not able adjustments pursuant to be satisfied from the Escrow AccountSections 2.6 and 2.7 set out herein (including pursuant to Exhibit I), then to satisfy the Seller shall pay Parties’ obligations under Sections 2.11, 6.4 and 6.7, and any indemnification obligations hereunder including under Section 6.9 and Article VII. Within ten Business Days of the final determination of the Purchase Price (after giving effect to the Buyer Indemnified Parties adjustments set out herein, including pursuant to Exhibit I (the amount not satisfied from the “First Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Distribution Date”), the Buyer and the Seller Parties shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to the account designated by the Seller an amount equal to the difference between (iA) one fourth (1/4) half of the funds remaining in the Escrow Amount Account subsequent to the final determination of the Purchase Price under Sections 2.6 and 2.7 and any distributions to the Buyer from the Escrow Account for such adjustments minus (iiB) the amount of any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, good faith dispute between the Buyer and the Seller in the adjustments to be made pursuant to Exhibit I and minus (C) any amount held pursuant to an outstanding indemnification claim made pursuant to this Agreement. On the 12 month anniversary of the date hereof (the “Final Escrow Distribution Date”), the Parties shall deliver joint written instructions to the Escrow Agent instructing instruct the Escrow Agent to release to the account designated by the Seller an amount equal to the difference between (xA) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining held in the Escrow Account as at such date, minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days ofB) the resolution aggregate amount of outstanding indemnification claims made by Buyer pursuant to this Agreement in good faith against the Escrow Account as of the Final Escrow Distribution Date. Any amounts not distributed as of the Final Escrow Distribution Date will be distributed in accordance with the terms of the Escrow Agreement. If any matter set forth in a Claim Notice, amount is required to be released from the Buyer and the Seller shall deliver joint written instructions Escrow Account pursuant to the Escrow Agent instructing the Escrow Agent to release to the terms of this Agreement, Seller all funds remaining and Buyer shall direct their respective Authorized Representatives (as defined in the Escrow Account minus any amounts then remaining subject Agreement) to execute a Claim NoticeJoint Instruction (as defined in the Escrow Agreement) instructing such release in accordance with the terms of the Escrow Agreement.

Escrow Account. (a) The Seller’s obligation At the Closing, LEC shall deliver to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with Agent, as a contribution to the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow AccountFund, then the Seller shall pay an amount of cash equal to the Buyer Indemnified Parties sum of the amount not satisfied from Total Adjusted Purchase Price multiplied by four percent (4%), as set forth on the Closing Financial Certificate (the “Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyAmount”). (b) On The Escrow Fund shall be held in an account (the date that is six (6“Escrow Account”) months following and invested by the Closing Date, Escrow Agent in accordance with the Buyer terms of this Agreement and the Seller terms of the Escrow Agreement. The Escrow Fund shall deliver joint written instructions be distributed pursuant to Sections 2.4 and 9 and pursuant to the Escrow Agent instructing Agreement. The Parties agree that: (i) LEC shall be treated as the owner of the Escrow Fund, and all interest and earnings earned from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to LEC pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, (ii) if and to the extent any amount of the Escrow Fund is actually distributed to the Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code, (iii) the Seller’s right to the Escrow Fund under this Agreement shall be treated as installment obligations for purposes of Section 453 of the Code, (iv) in no event shall the aggregate payments under the Escrow Agreement to the Seller exceed (A) the Escrow Amount plus (B) (x) the Escrow Amount multiplied by (y) 0.75 multiplied by (z) the interest rate per annum payable pursuant to the Escrow Agreement with respect the Escrow Funds, and (v) LEC shall be entitled to Tax distributions equal to 40% of all investment earnings during each calendar quarter no later than ten (10) days following the end of such quarter. Clause (iv) of the preceding sentence is intended to ensure that the right of the Seller to the Escrow Fund and any interest and earnings earned thereon are not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. No party hereto shall take any action or filing position inconsistent with the foregoing, except as required by applicable Law. (c) The fees and expenses of the Escrow Agent to release to shall be shared equally by the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeLEC.

Escrow Account. (a) The Seller’s obligation As a condition to provide indemnification under Closing, the Parties shall negotiate and enter into an Escrow Agreement in a form to be negotiated in good faith following the Date of this Article IX shall be first satisfied from Agreement and prior to Closing and, pursuant thereto, appoint the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from Agent and establish the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from including the Escrow Account – Capital Dredging Sub-Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partythe Escrow Account – Maintenance Dredging Sub-Account and the Escrow Account – Initial Investment Projects Sub- Account. (b) On the date that is six (6) months following the Closing DateAt Closing, the Buyer and the Seller Concession Company shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between deposit (i) one fourth the lesser of (1/4A) $3,000,000 and (B) the amount that is equal to $3,000,000 less the aggregate amount of any reductions in the Concession Fee pursuant to Section 2.5(i)(ii)(B) (the “Escrow Amount”) into the Escrow Amount minus Account – Initial Investment Projects Sub-Account, and (ii) any $1,600,002 into the Escrow Account – Capital Dredging Sub-Account, each in satisfaction of the requirement to pay such amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. under Section 2.1. (c) On the date that is twelve (12) months following first day of the Closing Datefourth full Reporting Year and each succeeding Reporting Year, the Buyer and the Seller Concession Company shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining deposit in the Escrow Account minus any amounts then subject to a Claim Notice– Maintenance Dredging Sub-Account the Annual Dredging Payment. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining The amount in the Escrow Account minus – Capital Dredging Sub-Account shall be paid to the Authority at its request in order for the Authority to satisfy its dredging obligations under Section 3.2(j) with respect to the deepening of the Berthing Areas or the Shipping Channels or any other cost and expense provided in Section 3.2(j)(vi)(B). The amount in the Escrow Account – Maintenance Dredging Sub-Account shall be paid to the Authority in accordance with the provisions of the Escrow Agreement in order for the Authority to satisfy its dredging obligations under Section 3.2(j) with respect to the maintenance of the depth of the Berthing Areas or any other cost or expense provided in Section 3.2(j)(vi)(A), or to the Concession Company as provided in Section 3.2(j). Except as provided in Section 3.2(j), the Concession Company shall not be obligated to pay any amounts then remaining subject into the Escrow Account – Maintenance Dredging Sub-Account if (x) the balance of the Escrow Account – Maintenance Dredging Sub-Account is equal to a Claim Noticeor more than the Annual Dredging Payment next to be paid by the Concession Company pursuant to Section 2.1(a) and (y) the Authority certifies in writing to the Concession Company, upon the request of the Concession Company, that the amount in the Escrow Account – Maintenance Dredging Sub-Account that is in excess of the Annual Dredging Payment next to be paid by the Concession Company is not expected to be needed by the Authority to meet the obligations of the Authority provided in Section 3.2(j) with respect to the maintenance of the depth of the Berthing Areas, which certification (for the avoidance of doubt) shall be given by the Authority acting reasonably. For the avoidance of doubt, since dredging activities in San Xxxx Bay do not typically occur on an annual basis, it is expected that amounts in the Escrow Account – Maintenance Dredging Sub-Account will accumulate in anticipation of the obligations of the Authority with respect to the payment of dredging costs and that such accumulated amount will exceed the amount that is equal to the Annual Dredging Payment next to be paid by the Concession Company. (d) The Escrow Amount shall be held as security for the payment to the Concession Company of (i) any Concession Compensation that becomes payable in respect of Compensation Events occurring prior to the Completion of the Initial Investment Projects and

Escrow Account. At Closing, Buyer shall transfer to Fifth Third Bank (athe "Escrow Agent") The Seller’s obligation a portion of the Initial Purchase Price equal to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account$220,000, by the wire transfer of immediately available funds. Such amount shall be deposited in a separate interest-bearing account, and the funds therein to be disbursed as provided for in the Escrow Agreement between the Escrow Agent, Seller and Buyer, in the form attached hereto as Schedule 4B (the "Escrow Agreement"). Such Escrow Agreement shall provide that the funds held in such account, together with interest accruing thereon (the "Escrow Funds") shall be disbursed as follows: (i) to satisfy claims that Buyer may bring under Section 11.p of this Agreement regarding uncollectability of any Receivables; (ii) to satisfy claims that Buyer may bring under any other provisions of this Agreement, to the extent such claims exceed $50,000 as provided in Section 15.d of this Agreement; provided, however, that such claims in (i) and (ii) are asserted no later than 150 days after Closing and subject to other customary safeguards for determining the right to withdraw funds to an account cover the claims; (iii) to pay amounts to Seller or accounts designated in writing by Buyer pursuant to the final Purchase Price determination as contemplated under section 4(c)(vi) hereof; and (iv) to the extent the Escrow Funds are not disbursed to cover such Buyer Indemnified Party. (b) On claims, or are not then the date that is six (6) months following subject of a dispute as to a potential claim, to disburse the balance of such Escrow Funds to Seller 151 days after the Closing DateDate (or if such date is not a business day, on the first business day thereafter). At the Closing, the Escrow Agent, Seller and Buyer shall execute and deliver the Seller shall deliver joint written instructions to Escrow Agreement. The fees and costs of the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (shall be split equally between Seller and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeBuyer.

Escrow Account. (a) The Seller’s obligation Borrower shall establish an interest-bearing account (the "Escrow Account") with an escrow agent acceptable to provide indemnification under the Issuer and shall deposit into the Escrow Account the sum of $76,036. Commencing on June 1, 1990, and on the first day of each month thereafter during the term of this Article IX Note, the Borrower shall be first satisfied from make deposits ("Escrow Deposits") into the Escrow Account in accordance with an amount equal to one-twelfth (1/12) of the Escrow Agreementestimated annual real estate tax liability of the Borrower for the current twelve-month period in which such taxes are due. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party.DOC #338311 5 (b) On Commencing in 1991, and each year thereafter during the date that is six (6) months term of this Note, on the first day of the month following the Closing Datemonth in which the Borrower pays its real estate taxes for the preceding twelve-month period (or, if paid in more than one installment, the Buyer and month of the Seller shall deliver joint written instructions to final installment thereof) [the "Final Installment''], the Escrow Agent instructing the Escrow Agent Deposits shall be adjusted to release to the Seller an amount equal to the difference between one-twelfth (i) one fourth (1/41/12) of the Escrow Amount minus (ii) Borrower's estimated real estate tax liability for the succeeding twelve-month period, after first deducting from such estimated liability the amount of any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds balance remaining in the Escrow Account minus after payment of the Final Installment. (c) Thirty (30) days before the date when any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution installment of any matter set forth in a Claim Noticereal estate taxes would become delinquent, the Buyer and the Seller Borrower shall deliver joint written instructions present to the Escrow Agent instructing a copy of the xxxx for such installment of real estate taxes, and the Escrow Agent to shall immediately release funds from the Escrow Account to the Seller all Borrower in the amount of such installment (to the extent there exist such funds in the Escrow Account) and the Borrower shall pay and discharge such real estate tax liabilities prior to their becoming delinquent and prior to the assessment of any penalties thereon. (d) In the event that the funds in the Escrow Account are insufficient to pay any installment of real estate taxes, then the Borrower shall pay the amount of such deficiency. If after payment of any Final Installment there is a balance DOC #338311 6 remaining in the Escrow Account minus Account, such balance shall be applied as described in subparagraph (b) of this Section 1.10." 6. This Agreement does not create any amounts then remaining subject new or further indebtedness or additional liability of any party not originally liable under the terms of the Amended Note nor does it release or increase the liability of any guarantor thereof. Nothing contained herein shall adversely affect or invalidate the security now held by the Issuer, nor impair nor release any covenant, condition or agreement in the Amended Note, which, except as modified by this Agreement, shall continue in full force and effect in accordance with its terms. 7. Issuer agrees, upon the execution of this Agreement, to make a Claim Noticenotation on the Amended Note as follows: "This Note is modified by that certain Second Promissory Note Modification Agreement dated as of January 1, 1990". 8. The agreements herein shall bind, and the benefits hereof shall inure to, the respective successors and assigns of the parties hereto. 9. By his execution hereof in his capacity as general partner of the Borrower, Xxxxx X. Xxxxxxxx acknowledges that this Agreement satisfies all notice requirements contained in the first sentence of Paragraph 6 of that certain Guaranty, dated as of April 23, 1987, by Xxxxx X. Xxxxxxxx in favor of the Issuer in respect of the indebtedness evidenced by the Amended Note.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Adjustment Escrow Amount shall be first satisfied held by the Escrow Agent from the Closing Date until the final resolution of any adjustment to the Purchase Price is determined under Section 1.9 hereof and shall be released by the Escrow Account Agent in accordance with Section 1.9 hereof and the terms of the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller The Indemnification Escrow Amount shall deliver joint written instructions to be held by the Escrow Agent instructing from the Closing Date until twenty-four months after the Closing Date (the "Escrow Period") and shall be released by the Escrow Agent in accordance with this Section 7.10 and the terms of the Escrow Agreement. During the Escrow Period, if any Buyer Indemnitee suffers any Buyer Damages subject to release indemnification pursuant to this Article VII, it shall be entitled to receive, upon final determination of the Seller amount of Buyer Damages and its entitlement to indemnification in accordance with the terms of this Agreement, from the Escrow Agent out of the Indemnification Escrow Amount an amount equal to the difference between amount of such Buyer Damages. (ic) one fourth (1/4) At the end of the Escrow Period, the Escrow Agent, shall promptly deliver to Seller cash (the "Returned Cash") in amount equal to the then current balance of Indemnification Escrow Amount minus (ii) any amounts previously paid subject to the prior reduction of the Indemnification Escrow Amount in satisfaction of any Buyer Indemnified Party and Damage for which any amounts then subject Buyer Indemnitee was entitled to indemnification pursuant to this Article VII) less the aggregate value (based on a Claim Noticereasonable good faith estimate of the liability) of all claims for indemnification under this Article VII, if any, for which notice has been timely filed by a Buyer Indemnitee pursuant to this Article VII ("Pending Claims"). On At the date time that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing delivers the Returned Cash to Seller, the Escrow Agent shall deliver a notice to Seller and Buyer setting forth the amount of Returned Cash, the aggregate value of all Pending Claims, and the amount of the Indemnification Escrow Amount, including Investment Income (as defined in the Escrow Agreement) thereon, that will remain in escrow under the Escrow Agreement pending resolution of any such Pending Claims (the "Retained Cash"). (d) Within ten business days after the date on which a claim for indemnification of Buyer Damages against Retained Cash has been completely and finally resolved in accordance with this Agreement, the Escrow Agent shall deliver to Seller the Retained Cash, including Investment Income thereon, less an amount of cash equal to the aggregate amount released by the Escrow Agent to release the applicable Buyer Indemnitee pursuant to this Article VII in connection with the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the final resolution of any matter set forth in a Claim Notice, its claims against the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeRetained Cash.

Escrow Account. 13.1 If the Buyer desires to use any of the Retained Payment in the Escrow Account in settling any Relevant Claim: 13.1.1 the Buyer shall notify the Sellers' Representatives in writing of the Relevant Claim ("Notice of Claim"), stating in reasonable details the nature of the Relevant Claim and the amount claimed in respect of the Relevant Claim (the "Amount Claimed"); 13.1.2 within five days of receipt of Notice of Claim, the Sellers shall notify the Buyer in writing indicating: (a) The Seller’s obligation whether or not the Sellers accept responsibility for the Relevant Claim; and (b) whether or not the Sellers agree to provide indemnification under this Article IX assume responsibility for the Amount Claimed and if they do not, the part of the Amount Claimed they are willing to assume responsibility; 13.1.3 if the Sellers fail to notify the Buyer in accordance with Clause , the Amount Claimed shall be first satisfied paid to the Buyer out of the Retained Payment standing to the credit of the Escrow Account; 13.1.4 without prejudice to Clause , if the Sellers accept liability in respect of a Relevant Claim but accept part only of the Amount Claimed, that part of the Amount Claimed which is accepted shall be paid to the Buyer out of the Retained Payment standing to the credit of the Escrow Account; and 13.1.5 if the Sellers accept the Amount Claimed or, in the event the Sellers do not accept liability, do not accept the Amount Claim or do not accept part of the Amount Claimed, there is a determination of the amount payable in respect of the Relevant Claim by a court or arbitration tribunal of competent jurisdiction against which no appeal has been lodged or is incapable of being lodged within the statutory time limit or all appeals have been exhausted, the amount so accepted or determined (in the latter case less any money previously paid under Clause in respect of the Relevant Claim) shall be paid to the Buyer out of the Retained Payment standing to the credit of the Escrow Account. 13.2 To the extent that a payment to the Buyer out of the Escrow Account is made in partial satisfaction of an Amount Claimed, such payment is deemed to be a payment on account of the amount finally agreed or determined to be payable in respect of the Amount Claimed. 13.3 Subject to the limitation of liabilities as set forth in Clause 6 of this Agreement, the Sellers' liability in respect of Relevant Claims shall not be limited by the amount of the Retained Payment standing to the credit of the Escrow Account from time to time. 13.4 The balance in the Escrow Account shall be released according to the following schedule: 13.4.1 On the date which is one week after the Group's consolidated Accounts for the financial year ending on 31 December 2008 are made available, two thirds of the Retained Payment after deducting the total of the then outstanding Amounts Claimed in respect of which payment has not been made under Clause , plus all interest accrued as of the date thereof, shall be paid to the Sellers by wire transfer of such amount to an account jointly designated by the Sellers. 13.4.2 On the second anniversary of the Completion Date, all the remaining amounts after deducting the total of the then outstanding Amounts Claimed in respect of which payment has not been made under Clause from the balance of the Escrow Account; plus interest accrued as of the date thereof, shall be automatically released from the Escrow Account and paid to the Sellers by wire transfer of such amount to an account jointly designated by the Sellers. 13.4.3 After the second anniversary of the Completion Date (but without prejudice to Clause ), to the extent that the balance of the Escrow Account from time to time exceeds the total of the then outstanding Amounts Claimed in accordance respect of which payment has not been made under Clause , that remaining part of the balance shall be paid to the Sellers on a pro-rata basis to their shareholdings in the Company immediately prior to Completion. 13.5 On the second anniversary of the Completion Date and simultaneously with the Escrow Agreement. In release of amounts according to Clause 13.4.2 above, the event that Buyer shall pay to the Sellers on a pro-rata basis to their shareholdings in the Company immediately prior to Completion an amount equivalent to the product of (i) the balance remaining in the escrow account immediately prior to the second anniversary of the Completion Date; and (ii) the percentage increase in EBITDA for the financial year ending on 31 December 2008 over the financial year ending on 31 December 2007 as indicated in the Accounts, provided however, if the EBITDA for the financial year ending on 31 December 2008 is equivalent to or less than the EBITDA for the financial year ending on 31 December 2007, the Buyer will not need to make any such indemnification obligation is not able payment to be satisfied the Sellers. 13.6 If the Sellers or the Buyer are entitled to money from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller Sellers shall deliver joint written instructions to jointly, or under Clause 13.1.3 or Clause 13.1.5, the Buyer shall individually, within seven days of the date on which the entitlement arises (the "Due Date") instruct the Escrow Agent instructing in writing to release the money to the Sellers or the Buyer, as the case may be. 13.7 Interest accruing from time to time on the balance of the Retained Payment standing to the credit of the Escrow Account shall be added to the Retained Payment standing to the credit of the Escrow Account and shall form part of it for the purposes of this Clause . 13.8 The Sellers and the Buyer shall each pay one half of the Escrow Agent's costs in respect of any work done pursuant to this Clause . 13.9 The Buyer and the Sellers acknowledge that the Escrow Agent to release to may withdraw from the Seller Escrow Account an amount equal to of tax on the difference between (i) one fourth (1/4) interest earned in respect of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining money held in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticefor which it is or may become liable.

Escrow Account. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Letter of Credit and the Escrow Amount as provided in, this Section 4(a) as follows: (ai) Upon receipt of a Joint Release Instruction with respect to the Escrow Amount, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of a Joint Release Instruction, draw upon the Letter of Credit and disburse all or part of the Escrow Amount in accordance with such Joint Release Instruction; provided, that the Escrow Agent shall have no obligation to release any funds hereunder except for such funds as are delivered to the Escrow Agent under the Letter of Credit. (ii) The Seller’s obligation Company may give notice (such notice, a “Company Notice”) to provide indemnification under this Article IX the Escrow Agent, with a concurrently delivered copy to the Lender, which Notice shall direct that the Letter of Credit shall be first satisfied drawn upon, and the full amount of the Escrow Amount (to the extent provided to the Escrow Agent) be released to the Company (“Company Release Amount”), and shall specify: (i) the date of disbursement, (ii) the recipient of the disbursement, and (iii) wiring instructions for such disbursement, upon the occurrence of certain events as set forth in Section 8.03 of the Merger Agreement. Upon receipt of a Company Notice by the Escrow Agent, the Escrow Agent shall promptly forward a copy of the Company Notice to the Lender and shall pay the Company Release Amount to the Company from the Escrow Account Amount as instructed in the Company Notice within five (5) Business Days after the Escrow Agent delivers such Company Notice to the Lender. If the Lender notifies the Escrow Agent in writing that it challenges the validity of the Company Notice (a “Challenge Notice”), then the Escrow Agent shall draw upon the Letter of Credit and make payment with respect to the Company Release Amount only in accordance with (A) a Joint Release Instruction or (B) a Final Determination with respect to the dispute. Upon the expiration of such five (5) Business Day period, if the Escrow Agreement. In Agent has not received any Challenge Notice from the event that any such indemnification obligation is not able Lender, then the Escrow Agent shall draw upon the Letter of Credit and pay the Company Release Amount to be satisfied the Company from the Escrow AccountAmount as instructed in the Company Notice within two (2) Business Days after the expiration of such five (5) Business Day period. (iii) The Lender may give notice (such notice, a “Lender Notice”) to the Escrow Agent, with a concurrently delivered copy to the Company, which Notice shall direct that the Letter of Credit shall be terminated and the maker thereof released from its obligations thereunder, and shall specify the date of termination, upon the occurrence of certain events as set forth in Section 8.03 of the Merger Agreement. Upon receipt of a Lender Notice by the Escrow Agent, the Escrow Agent shall terminate the Letter of Credit from the Escrow Amount as instructed in the Lender Notice within five (5) Business Days after the Escrow Agent delivers such Lender Notice to the Company (such time period, the “Holding Period”). During the Holding Period, if the Company notifies the Escrow Agent in writing (a “Hold Notice”) that the Company challenges the validity of the Lender Notice, then the Seller Escrow Agent shall pay terminate the Letter of Credit only in accordance with (A) a Joint Release Instruction or (B) a Final Determination with respect to the Buyer Indemnified Parties dispute. Upon the amount expiration of the Holding Period, if the Escrow Agent has not satisfied received any Hold Notice from the Company, then the Escrow Account, Agent shall terminate the Letter of Credit as instructed in the Lender Notice within two (2) Business Days after the expiration of the Holding Period. (iv) All payments of any part of the Escrow Amount shall be made by wire transfer of immediately available funds to an account or accounts designated cashier’s check as set forth in writing by such Buyer Indemnified Partythe Joint Release Instruction or Company Notice or Lender Notice, as applicable. (bv) On In the date that event a Joint Release Instruction is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions delivered to the Escrow Agent instructing Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to release seek confirmation of such instruction by telephone call back to the Seller an amount equal to person or persons designated in Exhibits A-1 and/or A-2 annexed hereto (the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party “Call Back Authorized Individuals”), and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing may rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual. To assure accuracy of the instructions it receives, the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Noticemay record such call backs. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to If the Escrow Agent instructing is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing actually received and acknowledged by the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeAgent.

Escrow Account. Prior to the Liquidity Date, if any Founder voluntarily terminates his employment with the Company (a "Departing Founder"), he shall no longer be deemed a Holder and shall promptly place all shares of Series 4-A Preferred Stock and shares of Common Stock which 15NEXT PAGE were issued upon conversion of Preferred Stock then held by him (the "Escrow Securities") in an escrow account (the "Escrow Account") held by an escrow agent selected by the Company and reasonably satisfactory to the Departing Founder ("Escrow Agent"). All securities issued in respect of the Escrow Securities by way of stock dividends shall be deemed Escrow Securities and shall be deposited in the Escrow Account. The Escrow Account shall be subject to the following conditions: (a) The Seller’s obligation Escrow Securities shall remain in the Escrow Account unless otherwise purchased pursuant to provide indemnification under this Article IX Section 9.1(b) or Section 9.1(d) below from the date such Founder places the Escrow Securities in the Escrow Account until the day (the "Release Date") which is forty-five (45) days after the Trigger Date (the "Escrow Period"), provided, however that such Escrow Securities shall be first satisfied released from the Escrow Account in accordance with the event the Escrow AgreementSecurities have not been purchased, or the Trigger Date has not occurred, by November 15, 2006. In The "Trigger Date" is the event that any such indemnification obligation is not able to be satisfied from earlier of (i) the Escrow Account, then Liquidity Date and (ii) the Seller shall pay date of the closing of the purchase by the Company of more than fifty percent (50%) of the total number of Shares outstanding pursuant to the Buyer Indemnified Parties exercise by the amount not satisfied from Investors of their put rights stated herein and in the Escrow Account, by wire transfer Company's Certificate of immediately available funds Designation with respect to an account or accounts designated in writing by such Buyer Indemnified Partythe Preferred Stock. (b) On At any time beginning on the date that is six of voluntary termination of employment by the Departing Founder and ending on the last date of the Escrow Period: (6i) months following the Closing DateCompany shall have the right to purchase all but not less than all of the Escrow Securities by delivery of a written notice (a "Company Escrow Purchase Notice") to the Departing Founder, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing and the Investors; and (ii) each Investor shall have a one-time right to purchase up to the total amount of all such Escrow Securities by delivery of a written notice (an "Investor Escrow Purchase Notice") to the Departing Founder, the Escrow Agent, the Company and the other Investors, provided, however, that in the event the number of shares of Escrow Securities each Investor desires to purchase exceeds the number of shares of Escrow Securities available, the Company shall notify each such Investor, and within thirty (30) days after delivery (except as provided below) of the Investor Escrow Purchase Notice, each such Investor will be entitled to obtain that portion of the Escrow Securities which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the shares of Series 4-A Preferred Stock then held by such Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the shares of Series 4-A Preferred Stock then held, by all Investors who wish to purchase the Escrow Securities; provided, further, however, that an Investor's right to purchase Escrow Securities shall be subject to the Company's preferential right to purchase all but not less than all of the Escrow Securities as set forth below and shall terminate upon delivery of a Company Escrow Purchase Notice. (c) Upon delivery of an Investor Escrow Purchase Notice, the Company shall, for a period of thirty (30) days from delivery of such Investor Escrow Purchase Notice, have the right to purchase all but not less than all of the Escrow Securities set forth in such Investor Escrow Purchase Notice. If the Company exercises such right, the Investor that delivered the Investor Escrow Purchase Notice shall not be deemed to have exercised its one time right to purchase Escrow Securities. 16NEXT PAGE (d) Upon the Trigger Date and for a period of thirty (30) days from the Trigger Date, each Investor (regardless as to whether or not it has exercised its right to purchase Escrow Securities set forth in Section 9.1(b) above) shall have the right to purchase any remaining Escrow Securities. In the event the number of shares of Escrow Securities each such Investor desires to purchase exceeds the number of shares of Escrow Securities available, such shares of Escrow Securities shall be allocated by the Escrow Agent pro-rata among such Investors (based on the total number of Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by all the Investors as at the date hereof) until all the remaining Escrow Securities have been purchased or there are no Investors seeking to release to purchase the Seller an amount equal to the difference between remaining Escrow Securities. (e) The purchase price per share of Escrow Securities (i) one fourth (1/4) shall be the average of the daily closing prices of the Common Stock on the principal exchange or NASDAQ on which the Common Stock is then listed or admitted to trading, as applicable, over the thirty (30) consecutive trading days immediately preceding (and not including) the date of the Company Escrow Amount minus Purchase Notice, Investor Escrow Purchase Notice, or the Trigger Date, as the case may be, or (ii) shall be determined in good faith by the Board of Directors of the Company in the event the Escrow Securities are not publicly traded, in each case less a discount of thirty percent (30%) of such average daily closing price (the amount of such discount applied per Escrow Security, the "Discount"). (f) In the event (i) any amounts previously paid Investor has exercised its right to any Buyer Indemnified Party purchase Escrow Securities (such party, an "Exercising Party") and any amounts then subject to (ii) the offering price for a Claim Notice. On primary or secondary offering by the date that is Company of Common Stock or the purchase price per Common Stock in connection with a Qualifying Sale exceeds the 30% IRR Price, and such offering or Qualifying Sale takes place within twelve (12) months following from the Closing Datedate that a Founder voluntarily terminates his employment with the Company, the Buyer and the Seller then each Exercising Party shall deliver joint written instructions pay to the Escrow Agent instructing the Escrow Agent to release to the Seller Departing Founder an amount in cash or in equivalent shares of Common Stock equal to the difference between (xnumber of Escrow Securities purchased by such Exercising Party pursuant to Section 9.1(b) one fourth (1/4or Section 9.1(d) of above multiplied by the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing DateDiscount, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticewithout interest.

Escrow Account. (a) 3.1 The Seller’s obligation Escrow Agent has established and maintains a segregated account in its own name with the Escrow Bank for the use and benefit of certain clients and agrees to provide indemnification under this Article IX shall be first satisfied from hold any sums deposited into the Escrow Account by the Depositor in accordance with the Escrow terms of this Agreement. In The Escrow Agent shall hold the event funds so deposited in trust separate from the property of the Escrow Agent so that any the funds do not form part of the property of the Escrow Agent. The Escrow Account shall be an interest-bearing account, and interest on the Escrow Property shall accrue at such indemnification obligation is not able rate as the Escrow Agent shall receive on such amounts from time to be satisfied time. The Escrow Agent shall apply such interest to the Escrow Property on a monthly basis, and such interest shall form part of the Escrow Property once applied. 3.2 Subject always to sufficient funds being available from the Escrow AccountProperty, then within 45 days after the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from receipt by the Escrow Account, by wire transfer Agent of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to from the Depositor and the Recipient in the form of a Transfer Notice on a Business Day, the Escrow Agent instructing shall instruct the Escrow Bank to transfer the funds specified in the Transfer Notice to the account, or accounts, specified in the Transfer Notice. As soon as is reasonably practicable after such transfer the Escrow Agent shall notify the parties of the transfer having been made. If Escrow Property in an amount less than US$5,000,000 is transferred pursuant to release a Transfer Notice, the Depositor agrees to make, or cause to be made, a further deposit within ten (10) Business Days of the Seller date of Escrow Agent has notified the parties of the transfer in an amount equal to the difference between (i) one fourth (1/4) amount transferred, such that the Escrow Property will again total at least US$5,000,000 following such deposit. 3.3 Subject always to sufficient funds being available from the Escrow Property, upon presentation by the Depositor or the Recipient of an arbitration order certified by such party to have been obtained in accordance with Clause 16 of the Management Agreement, the Escrow Agent shall instruct the Escrow Bank to transfer the funds specified in the arbitration order to such account as the party specified in the arbitration order may direct in writing. The Escrow Agent shall not be responsible for verifying the accuracy of the arbitration order, or for any action taken by it in accordance with the arbitration order. 3.4 Subject always to sufficient funds being available from the Escrow Property, within 15 days after the receipt by the Escrow Agent of written instructions from the Recipient, pursuant to its right to draw upon the Escrow Property in accordance with Clause 8.6 of the Management Agreement, in the form of a TMS Transfer Notice on a Business Day, the Escrow Agent shall instruct the Escrow Bank to transfer the funds specified in the TMS Transfer Notice to the account, or accounts, specified in the TMS Transfer Notice. As soon as is reasonably practicable after such transfer the Escrow Agent shall notify the parties of such transfer having been made. The Escrow Agent shall not be responsible for verifying the Recipient's entitlement under the Transaction Documents to any amounts transferred pursuant to a TMS Transfer Notice, or for any action taken by it in accordance with a TMS Transfer Notice. 3.5 Except as permitted by Clauses 3.2 through 3.4, or under the Standard Terms no other transfers shall be made from the Escrow Account. 3.6 Notwithstanding any other provision of this Agreement, in making or instructing the making of any payment out of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing DateAccount, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing may withhold or deduct any sum which in its opinion it is obliged by law to so withhold or deduct and any sum determined by it to be payable or likely to be payable to it under the terms of this Agreement and the Escrow Agent is authorised to release pay any bank charges, taxation and other liabilities referable to the Seller an amount equal to the difference between (x) one fourth (1/4) operation of the Escrow Amount minus (y) any Account and all fees, costs, expenses and amounts paid to any Buyer Indemnified Party since payable out of the date that was funds at the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions time being standing to the credit of the Escrow Account. 3.7 The Escrow Agent instructing the Escrow Agent may refuse to release act on a Transfer Notice if, in its sole and unfettered discretion, to the Seller all funds remaining do so would constitute a criminal or regulatory offence in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeCayman Islands.

Escrow Account. 3.1 Xx. Xxxxxxxxx Xxxxxx will open an escrow account (athe “Escrow Account”) The Seller’s obligation with a bank (the “Bank”), pursuant to certain escrow agreement to be entered by Xx. Xxxxxxxxx Xxxxxx, the Purchaser and the Bank (the “Escrow Agreement”) attached herein in Schedule 3.1., and Xx. Xxxxxxxxx Xxxxxx shall give notice to the Purchaser that the Escrow Agreement has been formalised by the Bank and shall provide indemnification under this Article IX shall be first satisfied all relevant baking details. Within four business days as from receipt by the Purchaser of such notice, the Purchaser will deposit in the Escrow Account in accordance the amount of US Dollars THIRTY MILLION (USD 30,000,000) (the “Payment on Account”) as Payment on Account of the Purchase Price of the XXXXX Quotas, owned by NUFER Sellers. The Payment on Account shall be released to NUFER Sellers on the Closing Date as a part of the Purchase Price of the XXXXX Quotas owned by NUFER Sellers, together with the Escrow Agreement. In interest accrued on the event that any such indemnification obligation is not able to be satisfied amount deposited from the Escrow Accountdate of this Agreement until the Closing Date. The remaining part of the Purchase Price of the XXXXX Quotas owned by NUFER Sellers, then together with the Seller shall pay interest accrued thereon pursuant to the Buyer Indemnified Parties provisions of Clause 2.3 above shall be effectively paid to and received by NUFER Sellers on and as of the amount not satisfied from the Escrow AccountClosing Date, value same date, by wire transfer to the bank account designated by NUFER Sellers for such purposes. 3.2 The Payment on Account shall act as a guaranty of immediately available funds the obligations of the Purchaser under this Agreement, subject to the fulfilment of the Conditions Precedent indicated in Clause 9.3, so that in case the Sellers file or notify a claim to the Purchaser due to breach by Purchaser of such obligations, the Payment on Account, together with all interest accrued, shall be withheld in the manner set out in the Escrow Agreement until such claim has been resolved. Should the Conditions Precedent listed on Clause 9.3 of this Agreement not be fulfilled by the Sellers as of the Closing Date the Payment on Account, together with the interest accrued thereof, shall be released forthwith to the Purchaser to an account or accounts designated in writing specified by such Buyer Indemnified Party. (b) On the date Purchaser for that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution purpose free of any matter set forth in a Claim Noticecost, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticefees, charges retention, etc.

Escrow Account. (a) The Seller’s obligation At the Effective Time, Buyer shall cause (i) $500,000 in cash (the “Purchase Price Adjustment Escrow Amount”) to provide indemnification under this Article IX shall be first satisfied from delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Purchase Price Adjustment Escrow Account”), (ii) $20,000,000 (the “Indemnity Escrow Amount”) to be delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Indemnity Escrow Account”) and (iii) $250,000 (the “Holders’ Representative Expense Fund Amount”, and together with the Purchase Price Adjustment Escrow Amount and the Indemnity Escrow Amount, the “Escrow Amount”) to be delivered to the Escrow Agent on behalf of the Holders for deposit into a separate account (the “Holders’ Representative Expense Fund Account”, and together with the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Account, the “Escrow Account”), in accordance with the terms of the Escrow Agreement. In The Purchase Price Adjustment Escrow Amount, the event that any such indemnification obligation is not able Indemnity Escrow Amount and the Holders’ Representative Expense Fund Amount deposited with the Escrow Agent shall be applied by the Escrow Agent in accordance with the terms of the Escrow Agreement to be satisfied from pay amounts owing or payable, with respect to the Purchase Price Adjustment Escrow Account, then the Seller shall pay pursuant to Section 2.14, and with respect to the Buyer Indemnified Parties Indemnity Escrow Account and the amount not satisfied from the Escrow Holders’ Representative Expense Fund Account, by wire transfer of immediately available pursuant to Article 9, with any remaining funds to an account or accounts designated be distributed to the Holders in writing by such Buyer Indemnified Partyaccordance with Section 2.06(d), Section 2.06(e) and Section 2.14. (b) The parties acknowledge and agree that the Escrow Amount shall be deducted from the cash payable in respect of Shares pursuant to Section 2.05(a), the cash payable in respect of Options pursuant to Sections 2.09 and the cash payable in respect of the Directly Exercisable Warrants pursuant to Section 2.07(f), so that each Holder will initially receive, for each Share, Option or Directly Exercisable Warrant held by it, only the Per Share Closing Payment, Per Option Closing Payment or Per Directly Exercisable Warrant Closing Payment, as applicable. (c) The remaining funds, if any, in the Purchase Price Adjustment Escrow Amount following the determination of the Final Aggregate Purchase Price and the making of any payments from the Purchase Price Adjustment Escrow Amount to Buyer required pursuant to Section 2.14(e) and/or to the Accounting Referee required pursuant to Section 2.14(c), as applicable, shall be released from the Purchase Price Escrow Account for distribution to the Holders in accordance with Section 2.14. (d) On the date that Interim Indemnity Escrow Release Date (or, if such day is six (6) months following the Closing Datenot a Business Day, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller next Business Day thereafter), an amount equal to the difference between (ix) one fourth fifty percent (1/450%) of the funds deposited in the Indemnity Escrow Amount minus Account on the Closing Date less (iiy) the aggregate amount of all Claims paid from the Indemnity Escrow Account as of the Interim Indemnity Escrow Release Date less (z) the aggregate amount of any amounts previously paid outstanding and unpaid Claims made against the Indemnity Escrow Account as of the Interim Indemnity Escrow Release Date, shall be released from the Indemnity Escrow Account for distribution to any Buyer Indemnified Party and any amounts then subject to a Claim Noticethe Holders in accordance with the terms of the Escrow Agreement. On the date that Final Indemnity Escrow Release Date (or, if such day is twelve (12) months following the Closing Datenot a Business Day, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller next Business Day thereafter), an amount equal to the difference between (x) one fourth the remaining funds in the Indemnity Escrow Account at such time less (1/4y) the aggregate amount of any outstanding and unpaid Claims made in accordance with Article 9 against the Indemnity Escrow Account as of the Final Indemnity Escrow Release Date, shall be released from the Indemnity Escrow Account for distribution to the Holders in accordance with the terms of the Escrow Amount minus (y) Agreement. Thereafter, if at any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all time funds remaining in the Indemnity Escrow Account minus any amounts then are no longer subject to a Claim Noticeany Claims, such funds shall be released from the Indemnity Escrow Account for distribution to the Holders in accordance with the terms of the Escrow Agreement. Promptly upon (The Escrow Agent shall hold the Indemnity Escrow Amount and all interest and other amounts earned thereon in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions escrow pursuant to the Escrow Agent instructing Agreement. Distributions of any funds from the Indemnity Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. (e) On the Final Indemnity Escrow Release Date (or, if such day is not a Business Day, the next Business Day thereafter), the remaining funds in the Holders’ Representative Expense Fund Account at such time shall be released from the Holders’ Representative Expense Fund Account for deposit into an account designated by the Holders’ Representative. Thereafter, based solely on the Holders’ Representative’s discretion, the Holders’ Representative shall distribute all or portions of such funds, from time to time, to the Holders in the proportions contemplated by Section 2.06(f). The Escrow Agent shall hold the Holders’ Representative Expense Fund Amount and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. Upon deposit into the account designated by the Holders’ Representative as prescribed above, the remaining Holders’ Representative Expense Fund Amount and all interest and other amounts earned thereon (collectively, “Income”, and together with such remaining Holders’ Representative Expense Fund Amount, the “Holders’ Representative Expense Fund Property”) shall be maintained by the Holders’ Representative, and the Holders’ Representative shall have the right to recover the Charges (as defined below) from the Holders’ Representative Expense Fund Property. The Holders shall be responsible for and shall pay and discharge all taxes, assessments and governmental charges imposed on or with respect to the Holders’ Representative Expense Fund Property. The Holders’ Representative shall be entitled to deduct and withhold from any funds or other assets otherwise payable out of the Holders’ Representative Expense Fund Property to any Holder pursuant to this Agreement such amounts as the Holders’ Representative is required to deduct and withhold under any provision of federal, state, local or foreign tax law. If the Holders’ Representative so withholds amounts, such amounts shall be treated for the purposes of this Agreement as having been paid to the Holders in respect of which the Holders’ Representative made such deductions and withholding. (f) Any amounts payable to or released to the Holders from the Escrow Account (other than any release to the Seller all funds remaining Holders’ Representative in its capacity as such) will be released pro rata to the Holders’ relative Remaining Possible Consideration. Upon any such release from escrow, the total amount of any such release payable to the Holders of Shares and Directly Exercisable Warrants (the “Shares and Warrants Escrow Account minus Percentage”) will be delivered to the Exchange Agent for the benefit of the Holders of Shares and Directly Exercisable Warrants, and the total amount of any amounts then remaining subject such release payable to a Claim NoticeHolders of Options (the “Options Escrow Percentage”) will be delivered to the Company for payment to the Option Holders.

Escrow Account. (ai) The Seller’s obligation to provide indemnification under this Article IX Deposit shall be first satisfied from held by Gunster, Yoakley, Xxxxxx-Fauldi & Xxxxxxx, P.A., as escrow agent ("Escrow Agent"), in a separate interest-bearing account. Such account shall be maintained until the Escrow Account Deposit and the interest thereon have been delivered to Buyer, Seller or a court of competent jurisdiction in accordance with the Escrow Agreement. In provisions of this Agreement and shall terminate on the event that any date of such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partydelivery. (bii) On Escrow Agent shall account for the date Deposit in accordance with the terms of this Agreement or in such other manner as may be directed in a joint written notice from Seller and Buyer directing some other disbursement of the Deposit. If Escrow Agent receives written notice from either Buyer or Seller that the other party has defaulted in the performance of its obligations under this Agreement or that any condition to the performance of obligations under this Agreement has not been fulfilled within the time period stipulated, which notice shall describe in reasonable detail such default or non-performance, then Escrow Agent shall (A) unless the notice evidences that a copy has been given to the party alleged to have defaulted or to have failed to fulfill its obligation, within two (2) business days give notice to such party of Escrow Agent's receipt of such notice from the other party and shall enclose a copy of such notice from the other party, and (B) subject to the provisions of Section 2(d)(iii) below which shall apply if a conflict arises, on the tenth (10th) calendar day after the giving of the notice referred to in clause (A) above, deliver the Deposit (or the appropriate portion thereof) and the interest thereon to the party claiming the right to receive it. (iii) If Escrow Agent is six uncertain as to its duties or actions hereunder, it shall be entitled to take any of the following courses of action: (6A) months following hold the Closing Date, the Deposit as provided above in this Section 2(d) and decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or an order of a court of competent jurisdiction directing the Seller disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit in accordance with such direction; (B) in the event of litigation between Buyer and Seller, deliver joint written instructions the Deposit and all interest thereon to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution clerk of any matter set forth court in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.which such litigation is pending; or

Escrow Account. 4.1 The provisions of this clause shall apply to the Deferred Consideration to be paid into the Escrow Account at Completion. 4.2 Any interest that accrues on the credit balance on the Escrow Account from time to time shall be credited to the Escrow Account for the benefit of the Sellers and any payment of principal out of the Escrow Account to the Sellers shall include a payment of the interest earned on that principal sum. Any payment of principal out of the Escrow Account to the Buyer shall not include any payment of interest earned on the principal. 4.3 The fees and expenses of the Escrow Bank in relation to the establishment and operation of the Escrow Account shall be split equally between the Buyer on the one hand and the Sellers on the other. 4.4 No amount shall be released from the Escrow Account otherwise than in accordance with this clause 4 and the terms of the Escrow Letter. 4.5 In this agreement, a Relevant Claim shall be deemed to be Resolved if it has been: (a) The Selleragreed in writing between the Buyer and the Sellers’ Representatives as to both liability and quantum; (b) finally determined (as to both liability and quantum) by a court of competent jurisdiction from which there is no right of appeal, or from whose judgment the relevant party is debarred (by passage of time or otherwise) from making an appeal; or (c) unconditionally withdrawn by the Buyer in writing. 4.6 If on the Deferred Payment Date no Relevant Claims have been notified to the Sellers’ Representatives, or all Relevant Claims which have been notified to the Sellers’ Representatives have been Resolved with no Due Amounts payable to the Buyer, the Buyer and the Sellers’ Representatives shall jointly instruct the Escrow Agent to make a payment for the full amount of the Deferred Consideration (together with any accrued interest on such balance) to the Sellers. 4.7 If on the Deferred Payment Date any Relevant Claim has been Resolved and a Due Amount is outstanding in respect of that claim, the Buyer and the Sellers’ Representatives shall jointly instruct the Escrow Agent to satisfy all (to the extent possible) or part of the Sellers’ liability to pay the Due Amount by way of set-off against the Deferred Consideration, and to treat the Buyer’s obligation to provide indemnification pay the Deferred Consideration as being reduced pro tanto by the amount so set off, and the parties shall instruct the Escrow Agent to make the following payments from the Escrow Account: (a) to the Buyer, the aggregate Due Amounts in respect of any such Resolved Claims; and (b) to the Sellers, the remaining balance of the Deferred Consideration (together with any accrued interest on such balance) less any amounts required to be retained in the Escrow Account in accordance with clause 4.8. 4.8 If on the Deferred Payment Date a Relevant Claim has been notified by the Buyer to the Sellers’ Representatives in accordance with this agreement but it has not been Resolved on or before that date (an Outstanding Claim), the parties shall instruct the Escrow Agent to withhold in the Escrow Account an amount of Deferred Consideration equal to the Estimated Liability in respect of the Outstanding Claim (or if lower, the full amount of such Deferred Consideration) until such point as the Outstanding Claim has been Resolved. 4.9 If a Due Amount is not satisfied in full by way of set-off under this Article IX shall be first satisfied clause 4.6 or by a payment to the Buyer from the Escrow Account in accordance with clause 4, nothing in this agreement shall prevent or otherwise restrict the Escrow Agreement. In Buyer’s right to recover the event that any such indemnification obligation is not able to be satisfied balance from the Escrow Account, then Sellers and the Seller shall pay Due Amount (to the Buyer Indemnified Parties extent not so satisfied) in accordance with the amount not satisfied from the Escrow Account, by wire transfer terms of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Partythis agreement. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.

Escrow Account. (a) The Seller’s obligation to provide In the event of any claim for indemnification under this Article IX Section 7.2(a) the Parent Indemnitees shall be first satisfied recover any Damages from the Escrow Account Account. If the then remaining Escrowed Shares in accordance with the Escrow Agreement. In Account are insufficient to cover Damages arising from such Claim, then, on the event terms and subject to the conditions set forth herein, the Parent Indemnitees may seek recovery for the remaining amount of such Damages directly from each Company Equityholder in an amount not to exceed such Company Equityholder’s Pro Rata Portion of such remaining amount of Damages; provided, however, that any the Company Equityholders may elect to satisfy their indemnification obligations hereunder by (in lieu of cash payment), delivering to Parent shares of Parent Common Stock in book-entry form equal to such indemnification obligation amount (which shares shall be valued at the Price Per Share, rounded to the nearest whole share of Parent Common Stock). (b) Within five (5) Business Days after the resolution pursuant to Section 7.2.(e)(iii) hereof of a Claim for which a Parent Indemnitee is not able entitled to be satisfied recover Damages from the Escrow Account, then Parent and the Seller Stockholder Representative shall pay jointly instruct the Escrow Agent to the Buyer Indemnified Parties the amount not satisfied deliver from the Escrow Account to Parent a number of shares of Parent Common Stock in book-entry form equal to the amount of Damages divided by the Price Per Share (which shares shall be valued at the Price Per Share, rounded to the nearest whole share of Parent Common Stock) (or if there are insufficient shares in the Escrow Account to cover such Damages, all shares of Parent Common Stock in the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party). (bc) On Within five (5) Business Days after the date that is six (6) months following one year anniversary of the Closing Date, the Buyer Parent and the Seller Stockholder Representative shall deliver joint written instructions to the Escrow Agent instructing jointly instruct the Escrow Agent to release deliver from the Escrow Account to the Seller an amount equal to the difference between each Company Equityholder such Company Equityholder’s Pro Rata Allocation of (i) one fourth (1/4) the number of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) shares of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds Parent Common Stock remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three ii) (3) Business Days ofA) the resolution Pending Claims Amount determined as of any matter set forth in a Claim Notice, the Buyer and one year anniversary of the Seller shall deliver joint written instructions to Closing divided by (B) the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticePrice Per Share.

Escrow Account. 1. Each of the Buyer and the Sellers’ Representative shall sign the Escrow Account Instruction Letter in accordance with Clauses 5.2 and 5.5.6. 2. The Buyer shall, during the period commencing with the date on which any sum is credited to the Escrow Account pursuant to Clause 8.4 and ending on the Expiry Date (athe “Escrow Period”) The Seller’s obligation be entitled to provide indemnification under this Article IX shall be first satisfied deduct from the Escrow Amount in accordance with the provisions of Clause 8 and this Schedule 8 any amount payable by the Warrantors or any of them in respect of a Claim which has been Finally Decided (an “Agreed Claim”). 3. To the extent that a payment to the Buyer out of the Escrow Amount in respect of an Agreed Claim is less than the amount of the Agreed Claim such payment shall constitute part of the amount of that Agreed Claim. 4. Interest accruing on the Escrow Amount from time to time shall be added to the Escrow Amount and shall follow the principal and be distributed accordingly. 5. The Buyer and the Sellers shall ensure that all rights to the Escrow Account remain free from any Encumbrance except as set out in this Schedule. 6. If the Sellers (or any of them) and/or the Buyer are entitled to receive the Escrow Amount (or part thereof) in accordance with the terms of the Agreement the Buyer and the Sellers shall within 7 Business Days commencing on the day the entitlement arises jointly instruct the Buyer’s Solicitors and the Sellers’ Solicitors in accordance with the Escrow AgreementAccount Instruction Letter to release the money to the relevant Sellers or to the Buyer, as appropriate. 7. In Upon the event expiration of the Escrow Period the amount then standing to the credit of the Escrow Account shall be paid to the Sellers in the same proportions that any such indemnification obligation it was contributed by them subject to paragraph 8. 8. If, upon the expiry of the Escrow Period, the Buyer has notified the Sellers’ Representative of a Claim which Claim is not able to be satisfied from on the Escrow AccountExpiry Date Finally Decided, then the Seller Buyer shall pay be entitled to retain the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer Contingent Amount in respect of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining claim in the Escrow Account minus any amounts then subject to a Claim Noticepending such claim being Finally Decided (when the provisions of Clause 8.4 shall apply). 9. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer The Buyer’s Solicitors and the Seller Sellers’ Solicitors shall deliver joint written instructions be entitled to withdraw from the Escrow Agent instructing Account amounts equal to any tax on the Escrow Agent to release to interest earned on the Seller all funds remaining monies in the Escrow Account minus any amounts then remaining subject for which they are or may become liable. 10. Any costs incurred in respect of the establishment and maintenance of the Escrow Account shall be debited to a Claim Noticethe Escrow Account.

Escrow Account. (a) Prior to the Closing, the parties shall enter into an Escrow Agreement with the Escrow Agent. Pursuant to the terms of the Escrow Agreement, at the Closing, Buyer will deposit the Holdback Amount in the Escrow Account in lieu of paying such portion of the Purchase Price to Seller in accordance with Section 2.4. The Seller’s obligation to provide indemnification under this Article IX Holdback Amount shall be first satisfied held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be available for the purpose of securing the indemnification obligations of the Seller set forth in ARTICLE 8 and the Escrow Agreement. (b) If (i) Seller shall not have objected to the amount claimed by Buyer for indemnification with respect to any Buyer Loss in accordance with the procedures set forth in the Escrow Agreement or (ii) Seller shall have delivered notice of its disagreement as to the amount of any indemnification requested by Buyer and either (A) Seller and Buyer shall have, subsequent to the giving of such notice, mutually agreed that Seller is obligated to indemnify the applicable Buyer Indemnitees for a specified amount and shall have so jointly notified the Escrow Agent or (B) a final award of arbitrators in accordance with Section 10.5 shall have been rendered by the court having jurisdiction over the matters relating to such claim by Buyer for indemnification from Sellers and the Escrow Agent shall have received, in the case of clause (A) above, written instructions from Seller and Buyer or, in the case of clause (B) above, a copy of the final award of arbitrators in accordance with Section 10.5, the Escrow Agent shall deliver to Buyer from the Escrow Account any amount determined to be owed to Buyer under Section 2.8 or to the applicable Buyer Indemnitee under this ARTICLE 8 in accordance with the Escrow Agreement. In Should the event that any such indemnification obligation is not able amount to be satisfied delivered exceed the remaining balance of the Holdback Amount, then the Escrow Agent shall deliver the full remaining balance of the Holdback Amount to the Buyer or other Buyer Indemnitee, as the case may be, and Seller shall deliver the remaining amount due. Upon distribution of funds from the Escrow AccountAccount to either party, then the Seller shall pay make a payment to the Buyer Indemnified Parties equal to 10% a.p.r. interest on the amount not satisfied distributed for the period from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On through the date that is eighteen (18) months following the Closing Dateof such distribution, the Buyer and the Seller shall deliver joint written instructions to reimburse Buyer’s cost of capital with respect to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeHoldback Amount.

Escrow Account. (a) The Seller’s obligation Buyer agrees to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance deposit with the Escrow Agreement. In Agent a secured note issued by Buyer, in the event that any such indemnification obligation is not able to be satisfied from initial aggregate principal amount of $9,000,000.00, with the Sellers’ Representative as the Payee thereunder (“Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified PartyNote”). (b) On the date The Escrow Note provides that is six (6) months following the Closing Dateon May 1, 2013, the Buyer issuer of the Escrow Note shall pay $1,000,000 of the principal amount of the Escrow Note then unpaid and outstanding (the “First Payment Amount”), after giving effect to any reduction in such principal pursuant to Section 10.7(c) of the Underlying Agreement and the Seller shall deliver joint written instructions terms of the Escrow Note, to the Escrow Agent instructing for disbursement by the Escrow Agent to release Seller’s Representative within 10 Business Days of May 1, 2013; provided that if as of May 1, 2013 there is one or more outstanding claims for indemnification by the Buyer pursuant to Article 10 of the Seller Underlying Agreement in an aggregate amount that exceeds the Threshold Amount and the Deductible Amount (“First Payment Outstanding Claim”), Buyer shall deposit an amount equal to the difference between lesser of (i) one fourth the aggregate amount reserved for all First Payment Date Outstanding Claims and (1/4ii) the First Payment Amount, with the Escrow Agent in the Escrow Account (the “First Payment Claim Amount). The Escrow Agent shall hold the First Payment Claim Amount and, subject to the terms and conditions hereof, shall invest and reinvest the First Payment Claim Amount and the proceeds thereof (collectively, the “First Payment Claim Amount Fund”) as directed in Section 3. (c) The Underlying Agreement and the Escrow Note provide that if a Refinancing occurs, the issuer of the Escrow Note shall pay within 10 Business Days of the completion of such Refinancing (i) the entire principal amount of the Escrow Note then unpaid and outstanding, after giving effect to any reduction in such principal pursuant to Section 10.7(c) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer Underlying Agreement and the Seller shall deliver joint written instructions terms of the Escrow Note, to the Escrow Agent instructing for deposit (the “Escrow Deposit”) into an escrow account (the “Escrow Account”) and (ii) all then accrued and unpaid interest on the Escrow Agent to release Note to the Seller an amount equal to Sellers’ Representative (for the difference between (x) one fourth (1/4) benefit of the Escrow Amount minus Sellers) for disbursement by the Sellers’ Representative to each Seller payee in accordance with Schedule 1. In the event of such payment and deposit: (yi) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Datepromptly thereafter, the Buyer and the Seller Parties shall deliver joint written instructions to the Escrow Agent instructing a written instruction executed by Buyer and the Sellers’ Representative (on behalf of each of the Sellers) to deliver the Escrow Note to Buyer for cancellation, and upon receipt of such instruction the Escrow Agent shall deliver to release Buyer the Escrow Note. (ii) The Escrow Agent shall hold the Escrow Deposit and, subject to the Seller all funds remaining in terms and conditions hereof, shall invest and reinvest the Escrow Account minus Deposit and the proceeds thereof (collectively, and together with any amounts then subject to a First Payment Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim NoticeAmount Fund, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining “Fund”) as directed in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSection 3.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Working Capital Escrow Amount shall be first satisfied held by the Escrow Agent from the Closing Date until the final resolution of any adjustment to the Purchase Price is determined under Section 1.11 and shall be released by the Escrow Account Agent in accordance with Section 1.11 and the terms of the Working Capital Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Seller The Escrow Amount shall deliver joint written instructions to be held by the Escrow Agent instructing from the Closing Date until eighteen months after the Closing Date (the “Escrow Period”) and shall be released by the Escrow Agent in accordance with this Section 7.10 and the terms of the Escrow Agreement. During the Escrow Period, if any Buyer Indemnitee suffers any Buyer Damages subject to release indemnification pursuant to this Article VII, it shall be entitled to receive, upon final determination of the Seller amount of Buyer Damages and its entitlement to indemnification in accordance with the terms of this Agreement, from the Escrow Agent out of the Escrow Amount an amount equal to the difference between amount of such Buyer Damages, plus interest accrued on such portion of the Escrow Amount. (ic) one fourth At the end of the Escrow Period, the Escrow Agent shall promptly deliver to Seller cash (1/4the “Returned Cash”) in amount equal to the then current balance of the Escrow Amount minus (ii) any amounts previously paid subject to the prior reduction of the Escrow Amount in satisfaction of any Buyer Indemnified Party and Damage for which any amounts then subject Buyer Indemnitee was entitled to indemnification pursuant to this Article VII) plus Investment Income (as defined in the Escrow Agreement) thereon less the aggregate value (based on a Claim Noticereasonable good faith estimate of the liability) of all claims for indemnification under this Article VII, if any, for which notice has been timely filed by a Buyer Indemnitee pursuant to this Article VII (“Pending Claims”). On At the date time that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing delivers the Returned Cash to Seller, the Escrow Agent shall deliver a notice to Seller and Buyer setting forth the amount of Returned Cash, the aggregate value of all Pending Claims, and the amount of the Escrow Amount, including Investment Income thereon, that will remain in escrow under the Escrow Agreement pending resolution of any such Pending Claims (the “Retained Cash”). (d) Within ten business days after the date on which a claim for indemnification of Buyer Damages against Retained Cash has been completely and finally resolved in accordance with this Agreement, the Escrow Agent shall deliver to Seller the Retained Cash, including Investment Income thereon, less an amount of cash equal to the aggregate amount released by the Escrow Agent to release the applicable Buyer Indemnitee pursuant to this Article VII in connection with the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the final resolution of any matter set forth in a Claim Notice, its claims against the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeRetained Cash.

Escrow Account. (a) The Within ten days after the Claim Period Termination Date, Buyer shall prepare, in consultation with Seller’s obligation to provide indemnification under this Article IX shall be first satisfied from , a reconciliation statement for the Escrow Account Account, acting reasonably and in accordance with good faith (the “Escrow Reconciliation Statement”), setting forth (i) a reconciliation of the amount paid to the Escrow Agreement. In Agent pursuant to Section 10.2(d)(ii), if any, and amounts disbursed to Buyer by the event that Escrow Agent as provided in Section 3.3, (ii) a summary of the resolution of any such indemnification obligation Title Defects or Environmental Defects not cured, and Title Benefits not agreed to, prior to Closing and a reconciliation of all amounts paid to the Escrow Agent pursuant to Sections 10.2(d)(iii), 10.2(d)(iv) or 10.2(d)(v) and disbursed to Buyer or Seller by the Escrow Agent as provided in Sections 6.5(b), 6.6(b) and 7.4(b) and (iii) the amount, if any, Buyer believes is not able payable to be satisfied it from the Escrow Account, then . Buyer shall submit the Escrow Reconciliation Statement to Seller. Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from respond in writing with objections and proposed corrections within thirty (30) days of receiving the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer and the Reconciliation Statement. If Seller shall deliver joint written instructions does not respond to the Escrow Agent instructing Reconciliation Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Seller and final and binding between the parties. After approval of the Escrow Reconciliation Statement, Buyer and Seller will direct the Escrow Agent to release disburse to the Seller an Buyer the amount equal to the difference between (i) one fourth (1/4) of which Buyer is entitled to hereunder and all remaining amounts in the Escrow Amount minus (ii) any amounts previously paid Account will be disbursed to any Seller. If Buyer Indemnified Party and any amounts then subject Seller are unable to agree to a Claim Notice. On the date that is twelve final Escrow Reconciliation Statement within thirty (1230) months following the Closing Date, the Buyer and the Seller shall deliver joint days after Seller’s written instructions objection to the Escrow Agent instructing Reconciliation Statement submitted by Buyer, amounts which are not in dispute shall be disbursed by the Escrow Agent to release Buyer or Seller, as the case may be, at the expiration of such thirty-day period and either party may submit the disagreement to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining Independent Expert selected in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and manner provided in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeSection 8 for resolution.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX On or as soon as practicable after the date hereof, Parent will cause 2,246,725 shares of common stock of Parent, par value $0.0001 per share (the “Parent Common Stock”), which shares shall be first satisfied registered in the name of Escrow Agent f/b/o the Former Holders of Capital Stock of Row 44, Inc. (the “Escrow Shares”), to be delivered to the Escrow Agent in book-entry form, and the Escrow Agent will acknowledge receipt of the Escrow Shares to Parent and the Stockholders’ Agent promptly upon receipt thereof. Subject to the terms and conditions of this Escrow Agreement, the Escrow Agent shall hold the Escrow Shares and shall invest, reinvest and manage any proceeds thereof as directed in Section 3(d) (the “Proceeds,” and the Escrow Shares and the Proceeds, collectively, the “Escrow Account”). Upon receipt of the Escrow Shares, the Escrow Agent shall hold, exercise voting rights with respect to and dispose of, the Escrow Shares only in accordance with the terms of this Escrow Agreement or joint written instructions of Parent and the Stockholders’ Agent, and shall not release the Escrow Shares or the rest of the Escrow Account except in accordance with this Escrow Agreement. (b) If Parent at any time or from time to time between the date of this Escrow Agreement and the final disposition of the Escrow Account in accordance with this Escrow Agreement, (i) subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Parent Common Stock into a greater number of shares, or (ii) combines (by reverse stock split or otherwise) its outstanding shares of Parent Common Stock into a smaller number of shares, then Parent will deliver notice thereof to the Escrow Agent, and, unless the applicable authorizing Board of Directors resolutions do not require delivery of new Escrow Shares as a result of such action, the Parent will as promptly as practicable after the effective date with respect thereto deliver to the Escrow Agent in book-entry form the requisite Escrow Shares as may be required to reflect the applicable increase or reduction, as the case may be, of such Escrow Shares. The Escrow Agent shall be entitled to execute and deliver any transmittal letter or other documents and share certificates required to effectuate an exchange of shares if contemplated by the action taken pursuant to the preceding clauses (i) or (ii). If Parent at any time or from time to time between the date of this Escrow Agreement and the final disposition of the Escrow Account in accordance with this Escrow Agreement pays any distribution or dividend in respect of the Escrow Shares in additional shares of Parent Common Stock, then Parent will deliver notice thereof to the Escrow Agent and the Stockholders’ Agent, and, unless the applicable authorizing Board of Directors resolutions do not require delivery of additional Escrow Shares as a result of such action, the Parent will as promptly as practicable after the payment date with respect thereto deliver to the Escrow Agent additional Escrow Shares representing such additional shares of Parent Common Stock. Upon such delivery referred to in this Section 2.1(b), the Escrow Agent shall hold such additional or substitute Escrow Shares, and all such shares are deemed Escrow Shares for purposes of this Escrow Agreement. (c) This Agreement assumes that the Escrow Account will at all times be comprised only of Parent Common Stock and cash (and interest earned thereon). In If the event that Parent Common Stock is converted into any such indemnification obligation is not able securities or other property other than Parent Common Stock, or any securities or other property (in each case, other than cash (and interest earned thereon) or additional shares of Parent Common Stock) are distributed, issued or exchanged with respect to be satisfied from any shares of Parent Common Stock (then held in the Escrow Account) upon any recapitalization, reclassification, merger, consolidation, stock dividend or the like, or if for any other reason securities or other property (in each case, other than cash (and interest earned thereon) or additional shares of Parent Common Stock) at any time are held in the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party. (b) On the date that is six (6) months following the Closing Date, the Buyer Parent and the Seller Stockholders’ Agent shall deliver joint negotiate in good faith, and execute and deliver, such supplemental written instructions to the Escrow Agent instructing as are necessary to account for such other securities or property in a manner consistent with the results that would have prevailed if only Parent Common Stock and cash (and interest earned thereon) were held in the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party Account, and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint such supplemental written instructions to the Escrow Agent instructing Agent. If the Parties are unable to agree on any such supplemental instructions contemplated by the preceding sentence within thirty (30) days after such sentence shall become applicable, then the Escrow Agent shall refrain from taking any action with respect to release such property other than Parent Common Stock and cash (and interest earned thereon), other than to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer keep safely such other property until it shall be directed otherwise in writing jointly by Parent and the Seller shall deliver joint written instructions to the Stockholders’ Agent or by final non-appealable order of a court of competent jurisdiction. The Escrow Agent instructing the shall be entitled to execute and deliver any transmittal letter or other documents and Escrow Agent Shares required in connection with such any recapitalization, reclassification, merger, consolidation or similar event to release to the Seller all funds remaining receive any shares of stock, securities, properties or cash in the exchange for Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim NoticeShares.

Escrow Account. (a) The Seller’s obligation to provide indemnification under this Article IX Of the proceeds from the issuance of the Series A Securities, the Escrow Funds shall be first satisfied from deposited in the Escrow Account on the Issue Date. The Trustee shall establish and maintain the Escrow Account in accordance with the terms and provisions of this Indenture, and the Trustee shall hold the Escrow AgreementFunds for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Company's Obligations under this Indenture and the Securities to pay interest from the Issue Date through the Interest Payment Date of June 1, 1998. In The Trustee shall have sole dominion and control over the event that any Escrow Account and the funds from time to time on deposit therein, and such indemnification obligation is not able to funds may be satisfied withdrawn or transferred from the Escrow Account, then Account only in accordance with the Seller shall provisions of this Indenture to pay to unpaid and accrued interest on the Buyer Indemnified Parties the amount not satisfied Securities from the Escrow AccountIssue Date through and including the Interest Payment on June 1, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party1998. (b) On The Escrow Funds shall be invested by the date that is six (6) months following the Closing Date, the Buyer Trustee in Permitted Obligations. All interest and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (i) one fourth (1/4) of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining other earnings on investments held in the Escrow Account minus any amounts then subject shall be for the Company's account and shall be disbursed to a Claim Notice. Promptly upon the Company after the payment of all accrued and unpaid interest due on the Interest Payment Date on June 1, 1998, to such accounts as may be designated by the Company in written instructions delivered to the Trustee. (and in any event within three (3c) Business Days of) the resolution of any matter set forth in a Claim NoticeNot earlier than June 1, 1998, the Buyer and the Seller Trustee shall deliver joint written instructions to release from the Escrow Agent instructing the Escrow Agent to release to the Seller Account all funds remaining interest and earnings on investments held in the Escrow Account minus any amounts then remaining subject upon the delivery by the Company to the Trustee of the following: (i) a Claim Noticenotice from the Company requesting the release of such earnings certifying that release of such earnings complies with the terms and conditions of this Indenture with respect thereto. (ii) an Officers' Certificate of the Company stating that (A) there is no Default or Event of Default in effect or continuing on the date thereof, (B) the release of such earnings will not result in a Default or Event of Default under this Indenture and (C) all conditions precedent in this Indenture relating to the release of the earnings in question have been complied with; and (iii) all documentation required by the TIA, if any, prior to the release of such earnings by the Trustee.

Escrow Account. (a) The Seller’s obligation On the date hereof, Supplier will deliver or cause to provide indemnification under this Article IX shall be first satisfied from delivered to UBS Bank or such other escrow agent mutually agreed upon by the Parties (the “Escrow Account Agent”) a total of 285,754 shares of common stock of Customer (the “Termination Fee Escrow Shares”), in the form of one or one or more stock certificates, duly endorsed in blank or accompanied by one or more stock powers or other similar instruments duly executed in blank, to be held by Escrow Agent in an escrow account (the “Termination Fee Escrow Account”) pursuant to and in accordance with the terms and provisions of that certain escrow agreement by and among Supplier, Customer, Orchids Mexico and the Escrow Agent substantially in the form of Exhibit C attached hereto (the “Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party”). (b) On Pursuant to the terms of the Purchase Agreement, the Remaining Indemnification Escrow Amount (as defined in the Purchase Agreement) held in the Indemnification Escrow Account (as defined in the Purchase Agreement) as of the date that is six twenty-four (624) months following the Closing Datedate hereof shall be transferred to the Termination Fee Escrow Account by the Escrow Agent. Following the transfer of such Remaining Indemnification Escrow Amount to the Termination Fee Escrow Account, such shares of common stock of Customer shall thereafter be included in the Buyer Termination Fee Escrow Shares to be transferred to Customer or released to Purchaser in accordance with the terms of this Agreement and the Seller shall deliver joint written instructions Escrow Agreement. (c) Subject to the any transfer of Termination Fee Escrow Agent instructing Shares to Customer for payment of Termination Fees pursuant to Section 12 of this Agreement, any remaining Termination Fee Escrow Shares will be released by the Escrow Agent to release to Supplier on the Seller an amount equal to the difference between (i) one fourth (1/4) 10th anniversary of the Escrow Amount minus (ii) any amounts previously paid to any Buyer Indemnified Party and any amounts then subject to a Claim Notice. On the date that is twelve (12) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller an amount equal to the difference between (x) one fourth (1/4) of the Escrow Amount minus (y) any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Noticethis Agreement.