Common use of Escrow Arrangement Clause in Contracts

Escrow Arrangement. 7.1 As security for the faithful performance by the Stockholder of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 7.1. As security for the faithful performance by the Stockholder of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided: 7.2 7.2. In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 7.3. The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 7.4. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security If Source Code for the faithful performance Software is not being Delivered to Licensee directly by the Stockholder Licensor as part of the terms of this Agreement and to ensure the availability for delivery License, then (at Licensee’s request) within ten (10) days of the Shares upon exercise execution of the Company’s right to repurchase as set forth in Section 3License Schedule for such Software, Licensor will deposit a current copy of the Stockholder agrees to deliver to Source Code with an independent and deposit with the Company, as qualified escrow agent (herein called in this capacity acceptable to Licensee. Throughout the “Escrow Agent”)term of the License, concurrently with Licensor will keep the execution hereof, a stock assignment duly endorsed Source Code complete and current by Delivering to the Company escrow agent any and all changes to the Source Code for all related modifications, within thirty (30) days after the modifications are made available to Licensee. The escrow agent will maintain the Source Code pursuant to an escrow agreement in a form and with date and number of Shares blank), together with the certificate or certificates evidencing the Sharesterms acceptable to Licensee. Said documents are to be held by Licensor shall ensure that the Escrow Agent and delivered by is obligated to notify Licensee in writing promptly upon receipt of the Escrow Agent deposit of such Source Code, or, where such Source Code has already been deposited pursuant to a pre-existing source code escrow arrangement, upon receipt of notice from the terms hereinafter provided: 7.2 In the event the Company exercises its right Licensor that Licensee is now a beneficiary of such escrow arrangement, in each case indicating in such notice to repurchase Licensee that such Source Code has been deposited as set forth in Section 3, the Company required. The escrow agreement shall give to the Stockholder and the Escrow Agent designate Licensee as a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase pricethird party beneficiary, and entitle Licensee to inspect, test and review the time Source Code promptly upon request. The escrow agreement shall also require the escrow agent to release and Deliver the Source Code to Licensee upon certification from Licensee that any one of the following circumstances has occurred. 7.1.1 Licensor (i) files a voluntary petition in bankruptcy, (ii) makes a general assignment for the benefit of its creditors, (iii) suffers or permits the appointment of a closing hereunder at the Company’s offices. At the closingtrustee or receiver for its business assets, the Escrow Agent shall complete the stock assignment held in escrow and endorsed (iv) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by such Stockholder and shall deliver the sameLicensor or is not dismissed within sixty (60) days, together with any certificates evidencing the Shares (v) initiates actions to be transferredwind up or liquidate its business voluntarily or otherwise, to the Company against the simultaneous delivery to the Stockholder of payment (vi) ceases doing business in the form specified ordinary course, or (vii) suffers, permits or initiates the occurrence of anything analogous to any of the events described in Section 5 above to such Stockholder for this Subsection under the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number laws of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholderany applicable jurisdiction. 7.3 The Stockholder irrevocably authorizes 7.1.2 [*] 7.1.3 [*] 7.1.4 Licensor refuses or becomes unable to provide maintenance and support services to Licensee at any time while Licensee is continuing to use the Company to deposit Software in accordance with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of the License granted pursuant to this Section 7Agreement, the Stockholder shall exercise all rights and privileges provided that Licensee is not in default of a stockholder any material obligation assumed under this Agreement. A copy of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder fully executed escrow agreement shall be borne by attached to this Agreement or the Companyapplicable License Schedule as Exhibit 1.

Escrow Arrangement. 7.1 As security for The Company and the faithful performance by the Stockholder Agent are parties to an Escrow Agreement, of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3even date herewith, the Stockholder agrees to deliver to and deposit which has been entered into with the CompanyBank, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with a copy of which is attached hereto as Exhibit A. Each of the execution hereof, a stock assignment duly endorsed Agent and the Company will deliver all funds received by each from subscribers to the Escrow Agent, not later than noon on the next business day following actual receipt, for deposit thereby into an interest-bearing escrow account (the “Escrow Account”) and for retention therein until a Closing has occurred with respect to the sale of the Shares to which such Subscription Proceeds relate. The delivery of such funds shall be accompanied by the delivery of a copy of each applicable subscription agreement, properly completed and executed. Subscription Proceeds received from subscribers shall be made payable to “First Peoples Bank, as Escrow Agent for FPB Bancorp, Inc.”, or in such other similar form as will evidence their use for the benefit of the Company. Each of the Agent and the Company (with date will promptly deliver to the other a photocopy of each subscription agreement received, accepted and number of Shares blank), together with furnished to the certificate or certificates evidencing the SharesEscrow Agent. Said documents are to be held Promptly after receipt by the Escrow Agent of a subscription agreement and delivered by the related Subscription Proceeds, the Escrow Agent will, pursuant to the terms hereinafter provided: 7.2 In of the event Escrow Agreement, furnish the Company exercises its right to repurchase as set forth in Section 3, applicable subscriber with a receipt for the Company Subscription Proceeds deposited into the Escrow Account. If the Offering shall give terminate for any reason without the release of any Subscription Proceeds to the Stockholder and Company, all escrowed Subscription Proceeds will be promptly returned to the applicable subscribers, with interest thereon but without deduction for any expenses, as provided the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase priceAgreement. The Company, and the time for a closing hereunder at Agent on behalf of the Company’s offices. At , shall have the closingright to refuse or reject any subscription offer, in whole or in part, for any reason, in which event the Escrow Agent Subscription Proceeds applicable to such rejected offer shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, promptly returned to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchasedsubscriber, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholderwithout interest. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security for the faithful performance by the Stockholder each Employee of the terms of this Agreement and to ensure the availability for delivery of the Unvested Shares upon exercise of the Company’s 's right to repurchase as set forth in Section 36, the Stockholder each Employee agrees to deliver to and deposit with the Company, as escrow agent in this transaction (herein called in this capacity the “"Escrow Agent”"), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Unvested Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided: 7.2 (a) In the event the Company exercises its right to repurchase as set forth in Section 36, the Company shall give to the Stockholder such Employee and the Escrow Agent a written notice specifying the number of Unvested Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s 's offices. The Company and each Employee hereby irrevocably authorize and direct the Escrow Agent to close the transaction contemplated by such notice in accordance with the terms of said notice. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder Employee and shall deliver the same, together with any certificates evidencing the Unvested Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder Escrow Agent of payment in the form specified in Section 5 6 above to such Stockholder Employee for the aggregate purchase price for the Unvested Shares which the Company has repurchased. Upon receipt of such payment the Escrow Agent shall promptly deliver such payment to such Employee. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Unvested Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s such Employee's name, and the Escrow Agent shall deliver such replacement certificate to such StockholderEmployee. 7.3 The Stockholder (b) Each Employee irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder Each Employee does hereby irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 78(b), the Stockholder each Employee shall exercise all rights and privileges of a stockholder Employee of the Company while the Shares are held by the Escrow Agent. 7.4 (c) This escrow shall terminate upon the earliest of (i) the election by the Company to terminate this escrow as provided in Section 8(d) below, (ii) the election by the Company to waive the restrictions on all of the Unvested Shares pursuant to Section 6, or (iii) the Company's right to repurchase having lapsed as to all the Unvested Shares. If at the time of such termination the Escrow Agent should have in its possession any documents, securities or other property belonging to a Employee, it shall deliver all of the same to such Employee and shall be discharged of all further obligations hereunder. (d) The Escrow Agent's duties hereunder may be altered, amended, modified, or revoked only by a writing signed by the Company and each Employee who holds Unvested Shares; provided, however, that the Company may at any time, at its option, elect to terminate this escrow by notice to each Employee and the Escrow Agent. (e) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act it may do or refrain from doing hereunder as Escrow Agent or as attorney-in-fact for the Employees, provided that the Escrow Agent acts or refrains from acting in good faith and in the exercise of its own good judgment, and any act which it does or refrains from doing pursuant to the advice of its own attorneys shall be conclusive evidence of such good faith. (f) The Escrow Agent is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case it obeys or complies with any such order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) The Escrow Agent shall be entitled to employ such independent legal counsel and other experts as it may deem necessary to advise it in connection with its obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. (h) The Escrow Agent reserves the right, upon notice to the Company and each Employee, to resign from its duties as Escrow Agent. (i) If the Escrow Agent reasonably requires other or further instruments in connection with this Section 8 or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (j) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of the Shares or other securities held by the Escrow Agent hereunder, it is authorized and directed to retain in its possession without liability to any one all or any part of said Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but it shall be under no duty whatsoever to institute or defend any such proceedings. (k) All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. (l) By signing below, the Escrow Agent becomes a party to this Agreement only for the purpose of this Section 8. (m) Upon receipt of a notice by the Escrow Agent, signed by the Company and a Employee, setting forth such number of Shares (such Shares originally delivered to the Escrow Agent by such Employee pursuant to this Section 8 to be released from escrow (all of such Shares to be Vested Shares), the Escrow Agent shall deliver a certificate in an amount at least equal to the number of Shares to be released to the Company. The Company shall deliver to such Employee a certificate for the number of Shares set forth in such notice and shall deliver to the Escrow Agent a certificate for the number of shares to be held in escrow.

Escrow Arrangement. 7.1 As security 2.3.1. At the Closing, each of the Seller and the Purchaser shall execute all the documents, agreements and other instruments required for the faithful performance by the Stockholder establishment of the terms of this Agreement and escrow arrangement set forth hereunder which is designated to ensure facilitate the availability for delivery consummation of the Shares upon exercise Deferred Closing(s), including in respect of the Company’s right to repurchase as set forth in Section 3appointment of the Escrow Agent, establishment of the Stockholder agrees to deliver to Escrow Dividend Account and deposit with the Company, as escrow agent Escrow Additional Purchased Shares Account (herein called in this capacity the “Escrow AgentAgreement”). The costs of the escrow services referred to above will be paid equally by the Seller and Purchaser. 2.3.2. Subsequent Distribution, concurrently or any portion thereof, will be deposited into the Escrow Dividend Account, in accordance with the execution hereofPurchaser Irrevocable Instructions and/or the Seller Closing Irrevocable Instructions (the date upon which such amount is deposited, a stock assignment duly endorsed "Dividend Deposit Date"). The Seller hereby agrees that the Purchaser will be entitled to pledge the Escrow Dividend Account in its favor subject to the Company (with date provisions of this Section ‎2.3 and number the rights to obtain the Additional Purchased Shares in exchange for the applicable portion of Shares blank), together with the certificate Seller Dividend Total Entitlement. 2.3.3. Prior to or certificates evidencing the Sharesat a Dividend Deposit Date, 2.3.3.1. Said documents are Seller and Purchaser shall deliver a jointly executed notice to be held by the Escrow Agent and delivered by setting forth the amount of the Seller Dividend Total Entitlement (or a portion thereof) that is expected to be deposited into the Escrow Agent pursuant to the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder Dividend Account (“Dividend Deposit Amount”) and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Additional Purchased Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment received in the form specified Escrow Additional Purchased Shares Account in Section 5 above to such Stockholder consideration for the aggregate purchase price for the Shares which the Company has repurchasedDividend Deposit Amount (“Released Additional Shares”); and 2.3.3.2. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company Seller shall deliver to the Escrow Agent an and Purchaser written confirmation (“Lien Release Notice”) executed by each Person that has a Lien or other interest in or with respect to any Released Additional Shares (“Lien Holder”) setting forth all of the following: (i) confirmation by such Lien Holder as to amounts owed to such Lien Holder and required to be paid to such Lien Holder so that upon such payment, the Lien Holder would fully and irrevocably release all such Liens (“Release Amounts”); (ii) the bank account information where such Release Amounts are to be paid; iii) irrevocable instructions (and appropriate replacement certificate release documents), executed by such Lien Holder pursuant to which, upon transfer of such Release Amounts, the Escrow Agent is irrevocably authorized to take all action necessary to fully release such Liens so that the Released Additional Shares are delivered free and clear of any Liens or any other rights or interests of such Lien Holder; and (iv) irrevocable consent that the Escrow Agent is authorized and instructed to release any and all Liens imposed on the applicable number of the Released Additional Shares, subject to receipt of the applicable Release Amounts by the Lien Holders; and 2.3.3.3. Seller shall deliver to the Escrow Agent and Purchaser written confirmation executed by both the Chairman of the Board of Directors of Seller and the Chief Financial Officer of the Seller (“Seller Confirmation”) setting forth (i) confirmation by the Seller that the Liens referred to in the Lien Release Notices with respect to the applicable Released Additional Shares of the applicable Lien Holder constitute the only Liens and third party interests in and with respect to such Released Additional Shares and that upon payment of the applicable aggregate Release Amounts no Liens shall exist with respect to such Released Additional Shares; (ii) no other Person other than the Lien Holder has any interests in the Released Additional Shares to be delivered in consideration thereof; and (iii) that once such Liens are released, there would be no restriction or other limitations whatsoever for such applicable Released Additional Shares to be registered in the Stockholder’s namename of the Purchaser in the shareholders registry of the Company as the sole beneficial owner thereof, free and clear of any and all Liens; and 2.3.3.4. Seller shall deliver to the Escrow Agent shall deliver such replacement certificate and Purchaser any other confirmations and/or documents requested by the Escrow Agent and/or the Purchaser to confirm and effect the release of any Liens with respect to the Released Additional Shares and the extinguishment of any third party rights in or with respect to such StockholderReleased Additional Shares. The Seller Confirmation, together with the Lien Release Notices and any other documents requested pursuant to this sub-Section ‎2.2.3.4, shall be referred to collectively as the “Required Release Documents”. 7.3 2.3.4. The Stockholder irrevocably authorizes Parties shall instruct the Company Escrow Agent to deposit first use any portion of the Dividend Deposit Amount for purposes of paying the applicable aggregate Release Amounts and releasing any and all Liens which may then be existing upon any of the Released Additional Shares against simultaneous transfer to the Escrow Agent of the Released Additional Shares (as further set forth in Section ‎2.1.3.2), so that on a Deferred Closing Date such Released Additional Shares are transferred to the Purchaser free and clear of any Liens. The Parties shall also instruct the Escrow Agent to act in a manner which shall be in compliance with the requirements set forth in the Xxxxxxxxx Debt Arrangement. 2.3.5. Not later than three (3) Business Days following the receipt of the Required Release Documents and the satisfaction of the Conditions Precedent, the Escrow Agent will simultaneously (i) distribute to the applicable Lien Holders the applicable Release Amounts from the Escrow Dividend Account, and (ii) transfer to Purchaser, or a trust account designated by the Purchaser in the Escrow Agreement, the applicable number of Released Additional Shares from the Escrow Additional Purchased Shares Account, all pursuant to the pro-rata mechanism set forth in Section ‎2.1.3.2 (a “Deferred Closing”, and each date of which, a “Deferred Closing Date”). 2.3.6. The Parties shall further instruct the Escrow Agent to act as follows: 2.3.6.1. In the event that upon the expiration of a thirty (30)-day period following the Dividend Deposit Date, and despite the reasonable commercial efforts and diligent acts of the Seller in connection with the release of the Additional Purchased Shares from any Liens and the timely transfer thereof to the Purchaser, the Released Additional Shares are not transferred and deposited into the Escrow Additional Purchased Shares Account and the Liens thereon are not released in full, then the Escrow Agent shall, upon the written request of Purchaser at any time following the expiration of such period, immediately transfer the amount deposited in the Escrow Agent Dividend Account to the Purchaser, or a trust account designated by the Purchaser in the Escrow Agreement, and return any Released Additional Shares deposited with the Escrow Agent to Seller, and as a result thereof, Seller’s right to receive the Seller Dividend Total Entitlement and the Seller Dividend Portion Entitlement that have not yet been paid, and Purchaser’s right to acquire any certificates evidencing Additional Purchased Shares to be held by shall expire and terminate. 2.3.6.2. To provide each of the Escrow Agent hereunder Parties with copies of the Required Release Documents and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute other communications with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while and/or the Shares are held by the Escrow AgentDebt Holder/s, immediately upon receipt thereof. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security 2.3.1. At the Closing, each of the Seller and the Purchaser shall execute all the documents, agreements and other instruments required for the faithful performance by the Stockholder establishment of the terms of this Agreement and escrow arrangement set forth hereunder which is designated to ensure facilitate the availability for delivery consummation of the Shares upon exercise Deferred Closing(s), including in respect of the Company’s right to repurchase as set forth in Section 3appointment of the Escrow Agent, establishment of the Stockholder agrees to deliver to Escrow Dividend Account and deposit with the Company, as escrow agent Escrow Additional Purchased Shares Account (herein called in this capacity the “Escrow AgentAgreement”). The costs of the escrow services referred to above will be paid equally by the Seller and Purchaser. 2.3.2. Subsequent Distribution, concurrently or any portion thereof, will be deposited into the Escrow Dividend Account, in accordance with the execution hereofPurchaser Irrevocable Instructions and/or the Seller Closing Irrevocable Instructions (the date upon which such amount is deposited, a stock assignment duly endorsed “Dividend Deposit Date”). The Seller hereby agrees that the Purchaser will be entitled to pledge the Escrow Dividend Account in its favor subject to the Company (with date provisions of this Section 2.3 and number the rights to obtain the Additional Purchased Shares in exchange for the applicable portion of Shares blank), together with the certificate Seller Dividend Total Entitlement. 2.3.3. Prior to or certificates evidencing the Sharesat a Dividend Deposit Date, 2.3.3.1. Said documents are Seller and Purchaser shall deliver a jointly executed notice to be held by the Escrow Agent and delivered by setting forth the amount of the Seller Dividend Total Entitlement (or a portion thereof) that is expected to be deposited into the Escrow Agent pursuant to the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder Dividend Account (“Dividend Deposit Amount”) and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Additional Purchased Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment received in the form specified Escrow Additional Purchased Shares Account in Section 5 above to such Stockholder consideration for the aggregate purchase price for the Shares which the Company has repurchasedDividend Deposit Amount (“Released Additional Shares”); and 2.3.3.2. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company Seller shall deliver to the Escrow Agent an and Purchaser written confirmation (“Lien Release Notice”) executed by each Person that has a Lien or other interest in or with respect to any Released Additional Shares (“Lien Holder”) setting forth all of the following: (i) confirmation by such Lien Holder as to amounts owed to such Lien Holder and required to be paid to such Lien Holder so that upon such payment, the Lien Holder would fully and irrevocably release all such Liens (“Release Amounts”); (ii) the bank account information where such Release Amounts are to be paid; iii) irrevocable instructions (and appropriate replacement certificate release documents), executed by such Lien Holder pursuant to which, upon transfer of such Release Amounts, the Escrow Agent is irrevocably authorized to take all action necessary to fully release such Liens so that the Released Additional Shares are delivered free and clear of any Liens or any other rights or interests of such Lien Holder; and (iv) irrevocable consent that the Escrow Agent is authorized and instructed to release any and all Liens imposed on the applicable number of the Released Additional Shares, subject to receipt of the applicable Release Amounts by the Lien Holders; and 2.3.3.3. Seller shall deliver to the Escrow Agent and Purchaser written confirmation executed by both the Chairman of the Board of Directors of Seller and the Chief Financial Officer of the Seller (“Seller Confirmation”) setting forth (i) confirmation by the Seller that the Liens referred to in the Lien Release Notices with respect to the applicable Released Additional Shares of the applicable Lien Holder constitute the only Liens and third party interests in and with respect to such Released Additional Shares and that upon payment of the applicable aggregate Release Amounts no Liens shall exist with respect to such Released Additional Shares; (ii) no other Person other than the Lien Holder has any interests in the Released Additional Shares to be delivered in consideration thereof; and (iii) that once such Liens are released, there would be no restriction or other limitations whatsoever for such applicable Released Additional Shares to be registered in the Stockholder’s namename of the Purchaser in the shareholders registry of the Company as the sole beneficial owner thereof, free and clear of any and all Liens; and 2.3.3.4. Seller shall deliver to the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent and Purchaser any certificates evidencing Shares to be held other confirmations and/or documents requested by the Escrow Agent hereunder and/or the Purchaser to confirm and effect the release of any securities issued Liens with respect to the Released Additional Shares and the extinguishment of any third party rights in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all Released Additional Shares. The Seller Confirmation, together with the Lien Release Notices and any other documents necessary or appropriate requested pursuant to make such Shares and other securities negotiable and this sub-Section 2.2.3.5, shall be referred to complete any transactions herein contemplated. Subject to collectively as the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent“Required Release Documents”. 7.4 All reasonable costs, fees and disbursements incurred by 2.3.4. The Parties shall instruct the Escrow Agent to first use any portion of the Dividend Deposit Amount for purposes of paying the applicable aggregate Release Amounts and releasing any and all Liens which may then be existing upon any of the Released Additional Shares against simultaneous transfer to the Escrow Agent of the Released Additional Shares (as further set forth in connection Section 2.1.3.2), so that on a Deferred Closing Date such Released Additional Shares are transferred to the Purchaser free and clear of any Liens. The Parties shall also instruct the Escrow Agent to act in a manner which shall be in compliance with the performance requirements set forth in the Xxxxxxxxx Debt Arrangement. 2.3.5. Not later than three (3) Business Days following the receipt of its duties hereunder shall be borne the Required Release Documents and the satisfaction of the Conditions Precedent, the Escrow Agent will simultaneously (i) distribute to the applicable Lien Holders the applicable Release Amounts from the Escrow Dividend Account, and (ii) transfer to Purchaser, or a trust account designated by the CompanyPurchaser in the Escrow Agreement, the applicable number of Released Additional Shares from the Escrow Additional Purchased Shares Account, all pursuant to the pro-rata mechanism set forth in Section 2.1.3.2 (a “Deferred Closing”, and each date of which, a “Deferred Closing Date”).

Escrow Arrangement. 7.1 As security for At Closing, Purchaser shall make the faithful performance by Escrow Payment to the Stockholder Escrow Agent in accordance with Section 4.2 (ii) above. The number of Purchaser Common Stock to be placed in escrow pursuant to Section 4.2 and this Section 4.4 shall be calculated on the basis of the closing price of Purchaser Common Stock in the Nasdaq Global Market on the second Business Day preceding the Closing Date. The Escrow Payment shall be released to Sellers twelve (12) months after the Closing Date in accordance with the Escrow Agreement (“Release Date”) subject to the following paragraphs of this Section 4.4. The Escrow Agreement specifies the detailed terms of the escrow arrangement. If Purchaser has asserted a Claim by delivering a written notice to Sellers on or before the expiry of the time period set out in Section 9.2.2, i.e. twelve (12) months after the Closing Date, and Sellers do not dispute such claim by delivering a written notice to Purchaser within thirty (30) days following receipt by Sellers or such notice, the Parties shall instruct the Escrow Agent to release and pay the amount of such claim to Purchaser from the Escrow Payment. The balance between the amount, to which Purchaser may be entitled to and the Escrow Payment, shall be released and paid to Sellers. If any dispute regarding a breach of this Agreement or the amount by which the Purchase Price shall be reduced arises, such dispute shall be resolved and finally determined by arbitration pursuant to ensure Section 12.9 below. Upon the availability for delivery final resolution and determination of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Shares. Said documents are to be held such dispute by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closingarbitral tribunal, the Escrow Agent shall complete arrange for the stock assignment held in escrow and endorsed by such Stockholder and shall deliver disbursement of the same, together with any certificates evidencing the Shares Escrow Payment to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above which Purchaser or Sellers are entitled according to such Stockholder for arbitral award. Purchaser and Sellers shall, thirty (30) days from the aggregate purchase price for the Shares which the Company has repurchased. In the event Release Date, jointly instruct the Escrow Agent tenders to immediately release to Sellers the Company a certificate or certificates for more than Escrow Payment, less any amount at dispute. If no claim under this Agreement has been made by Purchaser on the number of Shares being purchasedRelease Date, then at the Company shall deliver latest, and Purchaser has confirmed this in writing to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s nameAgent, Purchaser and Sellers shall jointly instruct the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company immediately release to deposit with Sellers the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow AgentPayment. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security for (a) On the faithful performance by the Stockholder of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3Closing Date, the Stockholder agrees to Exchange Agent will deliver to and deposit with the CompanySunTrust Bank, as escrow agent a Georgia banking corporation (herein called in this capacity the “Escrow Agent”)) by wire transfer of immediately available funds, concurrently an amount equal to $12,400,000 (the “Escrowed Amount”) plus an amount equal to $500,000 (the “Securityholders’ Representative Fund Escrowed Amount”) which amounts shall deposited with the execution hereofEscrow Agent. The Indemnity Portion of the Escrow Fund shall be held for the purpose of satisfying any indemnification or other claims of any EFX Indemnitee (including, a stock assignment duly endorsed to after the Company (with date and number of Shares blank)Closing, the Surviving Corporation) under Article 12. The Escrowed Amount, together with all accrued interest thereon, except as provided in the certificate or certificates evidencing Escrow Agreement, is referred to in this Agreement as the Shares“Escrow Fund”, and the Securityholders’ Representative Fund Escrowed Amount, together with all accrued interest thereon, is referred to in this Agreement as the “Securityholders’ Representative Fund”. Said documents are to The Escrow Fund shall be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided: 7.2 In of the event agreement among the Company exercises its right to repurchase as set forth in Section 3Escrow Agent, the Company shall give to the Stockholder EFX and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment Securityholders’ Representative in the form specified in Section 5 above attached to such Stockholder for this Agreement as Exhibit E (the aggregate purchase price for the Shares which the Company has repurchased“Escrow Agreement”). In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company The Securityholders’ Representative Fund shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect pursuant to the terms of said Shares. The Stockholder does hereby irrevocably constitute and appoint the agreement among the Escrow Agent and the Securityholders’ Representative in the form attached to this Agreement as his attorney-in-fact Exhibit F (the “Securityholders’ Escrow Agreement”). (b) Each of the Escrow Fund and agent the Securityholders’ Representative Fund shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person and shall be held and disbursed solely for the term of this escrow to execute purposes and in accordance with respect to such securities all documents necessary the respective terms thereof. (c) Any interest, income or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder earnings on each of the Company while Escrowed Amount and the Shares are held by Securityholders’ Representative Fund shall be paid as provided in the Escrow AgentAgreement and the Securityholders’ Escrow Agreement, respectively. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security for At Closing, the faithful performance by the Stockholder sum of (a) 10% of the terms of this Agreement Initial Purchase Price (such cash, together with any subsequent deposit made by KBR in accordance with Section 2.4(b)(v), and any earnings or interest thereon, are referred to ensure herein as the availability for delivery “Indemnity Escrow Fund”), (b) $5,000,000 of the Shares upon exercise Initial Purchase Price (such cash, together with any earnings or interest thereon, are referred to herein as the “Excluded Business Escrow Fund”) and (c) $3,000,000 of the Company’s right Initial Purchase Price (such cash, together with any earnings or interest thereon, are referred to repurchase herein as set forth in Section 3the “Expense Escrow Fund”), the Stockholder agrees to deliver to shall be deposited by KBR with JPMorgan Chase Bank, National Association (or such other bank as may be mutually agreeable by KBR and deposit with the CompanyBE&K), as escrow agent Escrow Agent (herein called in this capacity the “Escrow Agent”), concurrently with pursuant to an escrow agreement substantially in the execution hereofform attached hereto as Exhibit B (the “Escrow Agreement”). KBR shall be entitled, a stock assignment duly endorsed at any time and from time to time on or prior to the Company (with date and number of Shares blank)day that is 18 months following the Closing Date, together with the certificate or certificates evidencing the Shares. Said documents are to be held by submit to the Escrow Agent a claim (a “Claim Notice”) for Damages claimed pursuant to Section 8.2 (such Damages and delivered by such amounts, each a “Claim”). KBR shall be entitled, at any time and from time to time on or prior to April 1, 2010, to submit to the Escrow Agent a Claim Notice for Claims pursuant to Section 8.2(a)(iii). Any such Claim Notice submitted by KBR to the Escrow Agent shall also be simultaneously provided in writing to the Stockholders’ Representatives, and such notice shall state with particularity the nature and amount of the Claim and the basis for which KBR is entitled to compensation for such Claim under this Agreement. A Claim Notice may instruct the Escrow Agent to deliver to KBR, or its designee, in accordance with the terms hereinafter provided: 7.2 In of the Escrow Agreement such portion of the Indemnity Escrow Fund or the Excluded Business Escrow Fund, as appropriate, as shall satisfy the amount of such Claims by KBR; it being understood that (i) Claim Notices with respect to Claims pursuant to Sections 8.2(a)(i) or 8.2(a)(ii) may only be submitted with respect to, and paid from, the Indemnity Escrow Fund and (ii) no amounts may be paid from either the Excluded Business Escrow Fund or the Indemnity Escrow Fund with respect to Claims arising from claims made under the Rintekno Purchase Agreement or the purchase agreement to be executed in connection with the North Star Sale as described in Section 5.14 of the BE&K Disclosure Letter until all amounts in the Rintekno Escrow or the North Star Escrow, as applicable, have been paid out in accordance with their terms, provided such claims may be paid from the Rintekno Escrow or the North Star Escrow, as applicable, in accordance with their terms. The Stockholders’ Representatives may within 20 Business Days after receiving a Claim Notice give notice to KBR and the Escrow Agent of any good faith objection thereto (an “Objection Notice”). If the Stockholders’ Representatives fail to deliver timely an Objection Notice, then the Escrow Agent shall distribute to KBR such portion of the Indemnity Escrow Fund or Excluded Business Escrow Fund, as applicable, as shall satisfy such Claim described in such Claim Notice, all in accordance with the Escrow Agreement. If the Stockholders’ Representatives timely deliver an Objection Notice, then KBR and the Stockholders’ Representatives shall promptly, and in any event within 10 days after delivery of the Company exercises its right Objection Notice, meet to repurchase attempt to resolve any disputes with respect thereto. Any unresolved disputes shall be resolved in the manner referred to in the Escrow Agreement. The Indemnity Escrow Fund, the Excluded Business Escrow Fund and the Expense Escrow Fund shall terminate, and the final payments of any amounts remaining in such funds at the time of such termination shall be made, as set forth in Section 3, the Company Escrow Agreement. KBR shall give be responsible for all fees and expenses of the Escrow Agent. Pursuant to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closingAgreement, the Escrow Agent shall complete the stock assignment held in escrow be authorized and endorsed by such Stockholder and shall deliver the same, together with directed to make any certificates evidencing the Shares payments required to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in made by it as contemplated by Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder2.4(e)(iv). 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.

Escrow Arrangement. 7.1 As security for the faithful performance by the Stockholder Employee of the terms of this Agreement and to ensure the availability for delivery of the Unvested Shares upon exercise of the Company’s right to repurchase as set forth in Section 3Repurchase Option, the Stockholder Employee agrees to deliver to and deposit with the Company[ ], as escrow agent (herein called in this capacity transaction (the “"Escrow Agent”"), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares shares blank), together with the certificate or certificates evidencing the Unvested Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter providedfollowing terms: 7.2 3.1. In the event the Company exercises its right to repurchase as set forth in Section 3Repurchase Option, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Unvested Shares which it is electing to repurchase, the appropriate purchase price, repurchase and the time for a closing hereunder at and place of the Company’s officesclosing. The Company and Employee irrevocably authorize and direct the Escrow Agent to complete the transaction contemplated by such notice in accordance with the terms of said notice. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder Employee and shall deliver the same, together with any certificates evidencing the Unvested Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder Escrow Agent of payment in the form specified in Section 5 above to such Stockholder for Employee of the aggregate purchase price for the Unvested Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number Upon receipt of Shares being purchasedsuch payment, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall promptly deliver such replacement certificate payment to such StockholderEmployee. 7.3 The Stockholder 3.2. Employee irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares Stock to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said SharesStock. The Stockholder Employee does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares Stock and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 73, the Stockholder Employee shall exercise all rights and privileges of a stockholder of the Company while the Shares are Stock is held by the Escrow Agent. 7.4 3.3. This escrow shall terminate upon the earliest to occur of (i) the expiration of the Repurchase Option pursuant to Section 1.4, or (ii) full vesting of the Stock pursuant to Section 1.1. If at the time of such termination the Escrow Agent should have in its possession any documents, securities or other property belonging to Employee, it shall deliver all of the same to Employee and shall be discharged of all further obligations hereunder. 3.4. The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company and Employee. 3.6. The Escrow Agent is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case it obeys or complies with any such order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.7. The Escrow Agent shall be entitled to employ such independent legal counsel and other experts as it may deem necessary to advise it in connection with its obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 3.8. The Escrow Agent reserves the right, upon notice to Employee and the Company, to resign from its duties as Escrow Agent. Upon receipt of such notice, the Company, with the consent of Employee, which consent shall not be unreasonably withheld, shall appoint a substitute escrow agent, whose fees and expenses, if any, shall be paid by the Company. 3.9. If the Escrow Agent reasonably requires other or further instruments in connection with this Section 3 or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 3.10. It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of the Stock or other securities held by the Escrow Agent hereunder, it is authorized and directed to retain in its possession without liability to any one all or any part of said Stock or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but it shall be under no duty whatsoever to institute or defend any such proceedings. 3.11. All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. 3.12. By signing below, the Escrow Agent becomes a party to this Agreement only for the purpose of this Section 3. 3.13. Upon receipt of a notice by the Escrow Agent, signed by the Company and Employee, setting forth such number of shares of Stock to be released from escrow (all of such Stock to be fully vested), the Escrow Agent shall deliver to the Company a certificate representing at least the number of shares of Stock to be released to the Employee. The Company shall deliver to Employee a certificate for the number of shares of Stock set forth in such notice and shall deliver to the Escrow Agent a certificate for the balance of the Shares to be held in escrow.

Escrow Arrangement. 7.1 As security for the faithful performance by the Stockholder of the terms of this Agreement and The parties hereto hereby appoint Xxxxxxxx Ingersoll PC to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, serve as escrow agent (herein called in this capacity the “Escrow Agent”) hereunder. The parties hereto agree that, on the date hereof, (a) the Buyers shall deposit the Purchase Price, in immediately available funds, and (b) the Seller shall deposit certificates representing the Purchased Shares to be purchased by each Buyer hereunder (collectively, the “Certificates”), concurrently with each such Certificate to be accompanied by a stock power in the form attached hereto as Exhibit A (collectively, the “Stock Powers”), duly executed in blank by the Seller and sufficient to vest in each Transferee good and marketable title to such Transferee’s Purchased Shares, free and clear of all Liens, with the execution hereofEscrow Agent. The Escrow Agent shall hold the Purchase Price, a stock assignment duly endorsed to the Company (with date Certificates and number of Shares blank), together the Stock Powers in escrow in accordance with the certificate terms of this Agreement, or certificates evidencing the Shares. Said documents are to be held otherwise in accordance with a joint written direction executed by the Seller and each of the Buyers. The Escrow Agent and delivered by shall hold the Escrow Agent pursuant Purchase Price in a non-interest bearing escrow bank account pending the Closing or the earlier termination of this Agreement. Upon the satisfaction or waiver of the conditions to the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as Closing set forth in Sections 5.1 and 5.3 hereof (with respect to Seller) and in Section 3, the Company shall give 5.2 hereof (with respect to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and Buyers) the Escrow Agent shall deliver such replacement certificate the Purchase Price to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company Seller by wire transfer and shall deliver the Certificates and the Stock Powers to deposit each Transferee in accordance with the allocation set forth on Schedule 2. In the event that the Escrow Agent any certificates evidencing Shares shall not have delivered to be held Seller by wire transfer the Purchase Price, and the Transferees shall not have received the Certificates and the Stock Powers in accordance with the preceding sentence on or before 5:00 p.m. Eastern Time on the Closing Date, then the Escrow Agent hereunder shall promptly (and in any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint event within three business days) return the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject Purchase Price to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent Buyers (in connection accordance with the performance of its duties hereunder shall be borne by allocation set forth on Schedule 1) and the CompanyCertificates and Stock Powers to the Seller.

Escrow Arrangement. 7.1 As security for (a) At the faithful performance by Effective Time, if, and only if, the Stockholder of FDA Approval Date (as defined in the terms of this Agreement and Escrow Agreement) is not on or prior to ensure the availability for delivery of Closing Date, CombinatoRx shall deduct from the Shares upon exercise of the Company’s right to repurchase Initial Merger Consideration (as set forth in Section 32.1(c)(i)), an aggregate number of shares of CombinatoRx Common Stock equal to the amount by which (i) the CombinatoRx Deemed Outstanding Shares exceeds (ii) the sum of (A) the Firm Shares and (B) the total number of Neuromed Management Incentive Shares, which shares (for so long as such shares are held in escrow, the Stockholder agrees to deliver to and deposit “Holdback Shares”) shall, without any act or formality on the part of Neuromed Stockholder, be deposited by CombinatoRx with the Computershare Trust Company, as escrow agent N.A. (herein called in this capacity the “Escrow Agent”). The allocation of such Holdback Shares among the Neuromed Stockholders shall be calculated in the manner set forth in Schedule I hereto. (b) At the Effective Time, concurrently if, and only if, the FDA Approval Date (as defined in the Escrow Agreement) is not on or prior to the Closing Date, CombinatoRx shall deposit the Milestone Shares with the execution hereof, a stock assignment duly endorsed Escrow Agent in order to satisfy its obligation to release additional shares of CombinatoRx Common Stock to Neuromed Stockholders pursuant to the Company terms of the Escrow Agreement. The allocation of such Milestone Shares among the Neuromed Stockholders shall be calculated in the manner set forth in Schedule I hereto. (with date c) At the Effective Time, if, and number of Shares blankonly if, the FDA Approval Date (as defined in the Escrow Agreement), together is on or prior to the Closing Date, CombinatoRx shall not deposit the Holdback Shares or the Milestone Shares with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by instead shall deposit such shares with the Exchange Agent for distribution together with the Firm Shares to the holders of Neuromed Securities in accordance with Section 2.1(c) and Schedule I hereto as if such distribution was made after the Effective Time pursuant to the terms of the Escrow Agreement, including, for the avoidance of doubt, with respect to the respective share amounts to be released upon the FDA Approval Date. (d) All shares of CombinatoRx Common Stock deposited with the Escrow Agent pursuant to this Section 2.5, are referred to herein as “Escrow Shares” and shall be governed by the terms hereinafter provided: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and of the Escrow Agent a written notice specifying Agreement. The Escrow Shares shall be released in accordance with the number terms and conditions of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such StockholderAgreement. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by the Escrow Agent. 7.4 All reasonable costs, fees and disbursements incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company.