Common use of Escrow Fund Clause in Contracts

Escrow Fund. Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreement.

Escrow Fund. Notwithstanding anything In addition to the contrary set forth Escrow Shares and the Escrow Notes, the Escrow Fund shall consist of (i) any Additional Escrow Shares in this accordance with Section 8.1 of the Merger Agreement, Parent which shares shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to as of the deposit date of such issuance or distribution and become part of the Escrow Shares, and (ii) during the Escrow Period, any proceeds resulting from (A) payment or prepayment of interest or principal owing under the Escrow Notes, and (B) the sale or other disposition of any Final Adjusted Merger Consideration payable under this Agreement in respect Escrow Shares. Exhibit A hereto sets forth the name of any Unvested Company Capital Stock held by such Company each REBA Stockholder as and the number of immediately prior Escrow Shares and the principle am▇▇▇▇ of Escrow Notes contributed to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any each such Company Capital REBA Stockholder shall vest prior pursuant to any Unvested Cash payable under this Agreement Section 8 of the Merger Agreement. Exhib▇▇ ▇ also sets forth each REBA Stockholder's "proportionate interest" in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Shares and ▇▇▇▇ow Notes. The Escrow Fund shall be held and distributed in accordance with the provisions Receipt of the Escrow AgreementFund (including, without limitation, any Additional Escrow Shares) shall be confirmed by the Escrow Agent as soon as practicable by account statement and any discrepancies in any such account statement shall be noted by Acquiror and the REBA Stockholders to the Escrow Agent within 30 calendar days after r▇▇▇▇pt thereof. Failure to inform the 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 settlement in its entirety. The Escrow Agent shall hold have no duty to confirm or verify the sufficiency, appropriateness or accuracy of the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow AgreementFund.

Escrow Fund. Notwithstanding anything (a) At the First Effective Time, Acquirer shall withhold the Cash Escrow Amount and the Stock Escrow Amount from the Merger Consideration and shall deposit the Cash Escrow Amount and the Stock Escrow Amount with U.S. Bank, N.A. (or another institution selected by Acquirer and reasonably satisfactory to the contrary set forth in this Agreement, Parent shall be entitled to withhold from Company) as escrow agent (the “Escrow Agent”) (the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder and shares of Company Parent Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause so held in escrow from time to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such fundstime, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) interest and other income earned on such cash and any non­taxable stock dividends declared and paid in respect of Company Optionssuch shares, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock which Escrow Fund shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under be governed by this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Agreement. The Escrow Fund shall be held constitute security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification, compensation and distributed reimbursement obligations of the Converting Holders under this Article 8. Subject to any early payouts in accordance with the provisions terms of this Agreement and the Escrow Agreement. The , the Escrow Agent shall hold the Escrow Fund as partial security for until 11:59 p.m. Pacific time on the indemnification obligations first anniversary of the Indemnifying Parties under this Agreement Closing Date (the “Escrow Release Date”). Except to the extent there is a cancellation of shares of Parent Common Stock held in accordance the Escrow Fund in connection with Indemnifiable Damages, shares of Parent Common Stock held in the terms Escrow Fund shall be treated by Acquirer as issued and conditions outstanding stock of Parent, and the Company Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than non­taxable stock dividends, which shall be withheld by Parent and included as part of the Escrow Fund). The Converting Holders shall not receive interest or other earnings on the shares of Parent Common Stock (other than as set forth hereinin the immediately preceding sentence) in the Escrow Fund. The Parent or Acquirer shall be treated as the owner of the Cash Escrow Amount for Tax purposes and shall report all income earned by the Cash Escrow Amount while such amount remains in the Escrow Fund. Neither the Escrow Fund (or including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the distribution of the Escrow Fund to any Converting Holder in accordance with Section 8.1(b) or Section 8.1(c), except that each Converting Holder shall be distributed entitled to assign such Converting Holder’s rights to any amounts or shares of Parent Common Stock to be released from the Escrow Fund by will, by the laws of intestacy or by other operation of law. (b) Within five Business Days following the Escrow Release Date, Acquirer and the Stockholders’ Agent shall, subject to Section 8.1(d) and the terms of the Re­Vesting Agreements, deliver joint written instructions to the Indemnifying Parties upon Escrow Agent instructing the terms and conditions set forth Escrow Agent to: (i) deliver to the Paying Agent for further distribution to each applicable Converting Holder, with respect to each share of Outstanding Company Capital Stock (other than Disregarded Shares) held by such Converting Holder, an amount equal to (A) the amount by which the cash amount held in the Escrow AgreementFund exceeds the Cash Percentage of the amount that is determined, in the reasonable judgment of Acquirer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification, compensation or reimbursement specified in any Claim Certificate delivered to the Stockholders’ Agent prior to the Escrow Release Date in accordance with this Article 8 (each an “Unresolved Claim,” and the amount Acquirer reasonably determines to be necessary to satisfy all Unresolved Claims, the “Retained Escrow Amount”), multiplied by (B) the Specified Fraction with respect to such share of Outstanding Company Capital Stock; and (ii) deliver to the Transfer Agent, for distribution in book entry form to each applicable Converting Holder, with respect to each share of Outstanding Company Capital Stock (other than Disregarded Shares) held by such Converting Holder, the fraction of a share of Parent Common Stock equal to (A) the number of shares of Parent Common Stock by which (1) the number of shares of Parent Common Stock remaining in the Escrow Fund exceeds (2) the number of shares of Parent Common Stock having a value equal to the Stock Percentage of the Retained Escrow Amount, multiplied by (B) the Specified Fraction with respect to such share of Outstanding Company Capital Stock. The per share value of any shares of Parent Common Stock retained in the Escrow Fund to cover Unresolved Claims in accordance with this Section 8.1(b) or Section 8.1(c) shall be equal to the Specified Price. (c) Within five Business Days following the resolution or satisfaction of any Unresolved Claim (including the release from the Escrow Fund of any amount owed to any Indemnified Person in connection with the resolution of such Unresolved Claim), Acquirer and the Stockholders’ Agent shall, subject to Section 8.1(d) and the terms of the Re­Vesting Agreements, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to: (i) deliver to the Paying Agent for further distribution to each applicable Converting Holder, with respect to each share of Outstanding Company Capital Stock (other than Disregarded Shares) held by such Converting Holder, an amount equal to (A) the amount by which the cash amount held in the Escrow Fund exceeds the Cash Percentage of the amount (the “Remaining Unresolved Claim Amount”) that is determined, in the reasonable judgment of Acquirer, to be necessary to satisfy all remaining Unresolved Claims, multiplied by

Escrow Fund. Notwithstanding anything As soon as practicable after the Effective Time, ----------- Acquiror shall deposit with the Escrow Agent: 41,554.8373 shares of Acquiror Common Stock registered in the name of Escrow Agent, which is equal to fifteen percent (15%) of the contrary set forth in this Agreement, Parent shall be shares of Acquiror Common Stock that each Target Stockholder is entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock receive in the Merger Merger, pursuant to Section 2.7(b)(i1.6(a) an amount of cash equal to the Company Stockholder Merger Agreement (the "Initial Escrow AmountShares"). The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basisIn addition, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to --------------------- time pursuant to Section 2.7(c)(iithereafter, Acquiror shall deposit with Escrow Agent additional shares of Acquiror Common Stock or other equity securities issued or distributed by Acquiror (including shares issued upon a stock split) in respect of Company Optionsthe Initial Escrow Shares (the "New Shares" and, being together with the Initial Escrow Shares, ---------- the "Escrow Shares") subject to and in accordance with Section 6.6 of the Merger ------------- Agreement. When and if cash dividends on Escrow Shares in the Escrow Fund (the "Escrow Cash") shall be declared and paid, they shall be retained in escrow ----------- pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares shall pay any taxes on such dividends. The Escrow Shares and the Escrow Cash are referred to herein as the “"Escrow ------ Fund”). If, as ." Exhibit A hereto sets forth the name of immediately prior each Target Stockholder and the ---- --------- number of Escrow Shares contributed to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any each such Company Capital Target Stockholder shall vest prior pursuant to any Unvested Cash payable under this Agreement in respect Section 6.2 of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Merger Agreement. The value of the Escrow Fund). The Shares, as determined in accordance with Section 4(c)(iii) below, contributed by each Target Stockholder divided by the aggregate value of the Escrow Shares, as determined in accordance with Section 4(c)(iii) below, contributed by all Target Stockholders to the Escrow Fund shall be each such Target Stockholder's "proportionate interest" in the Escrow Shares. The Escrow ---------------------- Fund shall be held as a trust fund and distributed in accordance with the provisions shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Agreement. The Escrow Agent shall Fund and to hold the such Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with escrow subject to the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to of this Agreement and Section 6 of the Indemnifying Parties upon the terms and conditions set forth in the Escrow Merger Agreement.

Escrow Fund. Notwithstanding anything to At the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the each Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall will be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause deemed to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds have received and deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii(as defined below) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result such stockholder’s pro rata portion of the consummation of the Merger)Escrow Amount, a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of Section 1.8(b), without any act of any Company Stockholder. The Company Stockholders shall not be deemed to have received the cash portion of the Escrow AgreementAmount until such stockholders actually receive delivery of such cash from the Escrow Agent pursuant to the provisions of Section 7.2(c). Each holder of assumed Company Options shall contribute shares of Parent Common Stock to the Escrow Fund upon exercise of such assumed Company Options in accordance with the provisions of Section 1.8(b). To the extent that a holder of assumed Company Options does not fund fully his or her pro rata portion of the Escrow Amount during the Escrow Period, Parent shall have the right to recover Losses that were not paid in full from the Escrow Amount from such holder after the termination of the Escrow Amount as such holder exercises the assumed Company Options; provided however, that Parent’s right of recovery described in this sentence shall not exceed what would have been such holder’s pro rata portion of the Escrow Amount if such holder had funded fully his or her portion of the Escrow Amount. As soon as practicable after the Effective Time, without any act of any Company Stockholder, Parent will deposit the Escrow Amount with U.S. Bank Trust, N.A. (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(i) below)) (the “Escrow Agent”), the deposit of the cash portion of such Escrow Amount to constitute a cash escrow fund (the “Cash Escrow Fund”) and the deposit of the Parent Common Stock portion of such Escrow Amount to constitute a stock escrow fund (the “Stock Escrow Fund), (the Cash Escrow Fund and Stock Escrow Fund shall together constitute the “Escrow Fund”) to be governed by the terms set forth herein and at Parent’s cost and expense. Parent will make additional contributions to the Stock Escrow Fund as holders of assumed Company Options exercise such options. The Cash Escrow Fund and Stock Escrow Fund shall be maintained separately by the Escrow Agent. Parent and Company hereby agree that the Cash Escrow Fund shall be treated as an installment obligation for purposes of Code section 453 and neither party shall take any action or filing position inconsistent with such characterization. The Escrow Amount shall be available to compensate any Parent Indemnified Party for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Total Transaction Value. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall hold not affect the Escrow Fund binding nature of this Agreement as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with date hereof between the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementother signatories hereto.

Escrow Fund. Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i(a) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On As soon as practicable after the Closing Date, Parent ( ) of the SN Shares (the "Escrow Shares") shall, without any act of the Sellers, be registered in the name of, and be deposited with, U.S. Bank Trust National Association or such other institution as may be selected by the Sellers as escrow agent (the "Escrow Agent"). Such deposit shall depositconstitute the escrow fund (the "Escrow Fund") and shall be governed by the terms set forth herein and in an Escrow Agreement substantially in the form attached hereto as Exhibit D, or cause subject to such revisions thereto as may be depositedrequired by the Escrow Agent (the "Escrow Agreement"). In the event that any Losses (as defined above) arise for which the Sellers are required to indemnify the Buyer pursuant to Section 5.01 above, the Escrow Fund shall be available to compensate the Buyer in accordance with the Escrow Agreement. Notwithstanding the foregoing, the Sellers shall have the option at any time to pay to the Escrow Agent an amount in cash equal to the Company Stockholder total value of the SN Shares then held in the Escrow Amount Fund, which amount shall be determined based on a value (the "Stock Value") of US$1.25 per share (provided, that in the event the Buyer enters into a transaction pursuant to which the SN Shares are exchanged for stock in another entity, the Stock Value of each share of stock received in such funds, together with any additional funds exchange shall equal the aggregate Stock Value of the SN Shares held in the Escrow Fund immediately prior to such exchange divided by the number of shares of stock deposited with Escrow Agent pursuant to such exchange) in which event the Escrow Shares shall be released to the Sellers and the cash paid to the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into instead constitute the Escrow Fund). The Escrow Fund shall be held . (b) Subject to the limitation on indemnification set forth in Section 5.03 above, and distributed in accordance with subject further to the provisions terms and conditions of the Escrow Agreement, in the event the Sellers are obligated hereunder to indemnify the Buyer, Escrow Shares shall be delivered to the Buyer in an amount equal in value (determined based on the Stock Value of the Escrow Shares) to the full amount of the Losses incurred by the Buyer; provided, that the Sellers shall have the right instead to pay all or a portion of such indemnification amounts in cash or same day funds. The If the Sellers have exercised their option to substitute cash for Escrow Agent Shares in the Escrow Fund pursuant to Section 5.05(a) above, such cash shall hold instead be delivered to the Buyer in an amount equal to the full amount of the Losses incurred by the Buyer. If the Escrow Fund is applied to the indemnification claims of the Buyer but is insufficient to satisfy such claims in full, the Sellers shall pay any indemnification amounts which are not satisfied from the Escrow Fund as partial security for provided in Section 5.03 above. (c) Subject to the indemnification obligations following requirements, the Escrow Fund shall remain in existence through July 31, 2002 (the "Escrow Period"). Upon the expiration of the Indemnifying Parties under this Agreement Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares; provided, however, that the number of Escrow Shares which, in accordance the reasonable judgment of the Buyer, are necessary to satisfy any unsatisfied claims with respect to facts and circumstances existing on or prior to the terms expiration of the Escrow Period and conditions set forth herein. The of which the Buyer has given the Sellers and the Escrow Agent written notice prior to the expiration of the Escrow Period shall remain in the Escrow Fund (or any portion thereofand the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall be distributed deliver to the Indemnifying Parties upon the terms Sellers all Escrow Shares and conditions set forth other property remaining in the Escrow Agreement.Fund and not required to satisfy such claims. ARTICLE SIX OTHER AGREEMENTS

Escrow Fund. Notwithstanding anything On or as soon as reasonably practicable after the Closing Date, in accordance with Section 3.05(a), the Escrow Amount shall be deposited with ▇▇ ▇▇▇▇▇▇ & Co. (or its successor in interest or other financial institution selected by Parent with the consent of the other parties to the contrary Escrow Agreement, which consent shall not be unreasonably withheld or delayed), as escrow agent (the “Escrow Agent”). The Escrow Amount so deposited, together with interest and other income thereon, if any, shall constitute the “Escrow Fund” and shall be governed by the terms set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock Agreement and in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Agreement. The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for available to compensate Parent pursuant to the indemnification obligations of the Indemnifying Parties other parties hereto, including any indemnification claim made by Parent under this Article X. The Escrow Agreement in accordance with the terms and conditions set forth hereinshall have a term of 18 months. The Escrow Fund Agreement shall provide that on the first anniversary of the Agreement all amounts other than the Escrow Reserve Amount (or any portion thereofas defined below) shall be distributed returned from the Escrow Fund (the “Initial Escrow Release Amount”), together with any interest accrued with respect to the Indemnifying Parties upon Initial Escrow Release Amount. As used herein “Escrow Reserve Amount” shall mean $2,600,000 plus the terms amount of the estimated value of any asserted and conditions set forth unresolved claims existing as of the first anniversary of the date of this Agreement. The Escrow Agreement shall provide that the Escrow Reserve Amount (together with any interest earned thereon) shall remain in the Escrow AgreementFund for a period of 18 months following the date of this Agreement and shall be released at the conclusion of that period, net of the estimated value of any asserted and unresolved claims, which amount shall be withheld from the amount released. The Shareholders Representatives will have the option of removing all of the cash from the Escrow Fund at any time following the establishment thereof if the amount of the Escrow Fund is replaced with any irrevocable standby letter of credit in favor of Parent issued by a bank reasonably satisfactory to Parent. Such letter of credit must be in the same amount as the Escrow Fund at the time of withdrawal, must be available for draw on the same terms as the Escrow Fund and must have a term identical to the remaining term of the Escrow Fund.

Escrow Fund. Notwithstanding anything to As soon as practicable after the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the AECsoft USA Closing Date, Parent Buyer shall deposit, or cause to be deposited, deposit the Escrow Amount with the Escrow Agent an amount in cash equal Agent, such deposit to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as constitute the “Escrow Fund”). If, as of immediately prior ” to be governed by the Effective Time (terms set forth herein and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Agreement. The Escrow Fund shall be held available to satisfy any qualifying indemnification claims pursuant to Section 7.02. The Shareholders and distributed Buyer agree that claims against the Escrow Fund are not the exclusive remedy of Buyer or any Buyer Indemnified Party under this Agreement, except that claims against the Escrow Fund and offsets against the Earnout Payments shall be the exclusive remedy for indemnification claims arising from any inaccuracy in any representations or warranties that do not constitute Fundamental Representations. Other than in the case of fraud or willful breach or intentional misrepresentation, Indemnifiable Damages asserted by the Buyer Indemnified Parties pursuant to Section 7.02 shall be satisfied first by offsetting the amount of such Indemnifiable Damages against any Earnout Payment that has been finally determined to be payable pursuant to Section 1.02(c) and second, if no such Earnout Payment is then payable pursuant to Section 1.02(c) or such Earnout Payment is insufficient to fully satisfy such Indemnifiable Damages, by distribution from the Escrow Fund in accordance with the provisions terms of the Escrow Agreement. The Escrow Agent Shareholders obligation to satisfy indemnification claims by the Buyer Indemnified Parties pursuant to Section 7.02 shall hold be limited to offsets of the Earnout Payments and distributions from the Escrow Fund until such time as partial security claims have been asserted by Buyer Indemnified Parties for the indemnification obligations aggregate Indemnifiable Damages in excess of the Indemnifying Parties under this Agreement in accordance with amount of the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed then held by the Escrow Agent pursuant to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreement.

Escrow Fund. Notwithstanding anything to Promptly after the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, deposit with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (and the Sales Tax Escrow Amount out of the Merger Consideration pursuant to Section 1.6 hereof and shall confirm such funds, together with any additional funds deposited deposit with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect Agent. Such deposit of Company Optionseach of the Escrow Amount and the Sales Tax Escrow Amount shall constitute an escrow fund (respectively, being referred to herein as the “Escrow Fund” and the “Sales Tax Escrow Fund”)) to be governed by the terms set forth herein. If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into The cash comprising the Escrow Fund prior and the Sales Tax Escrow Fund shall be deposited by Parent with respect to the deposit of each Escrow Participant without any Final Adjusted Merger Consideration payable under this Agreement act by them, in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result accordance with their respective Pro Rata Portions of the consummation of Escrow Amount and the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Sales Tax Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Amount. The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification indemnity obligations of the Indemnifying Parties under this Agreement provided for in accordance with the terms and conditions set forth hereinSection 7.2 hereof. The Escrow Fund (or any portion thereof) shall be distributed available to compensate the Indemnifying Indemnified Parties upon for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Sales Tax Escrow Fund shall be additional security and available to compensate the terms Indemnified Parties for any claim by such parties for any Losses suffered or incurred by them and conditions set forth for which they are entitled to recovery under this ARTICLE VII solely with respect to any Pre-Closing Sales Taxes in the VDA States. Interests in the Escrow AgreementFund and the Sales Tax Escrow Fund shall be non-transferable. On or before the Closing Date, the Company shall provide Parent with the maximum potential amounts payable to the Escrow Participants from the Escrow Fund, the Closing Tax Escrow Fund and the Sales Tax Escrow Fund.

Escrow Fund. Notwithstanding anything At the Effective Time, the OptaPhone Shareholders will be deemed to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds have received and deposited with the Escrow Agent from time (as defined below) an aggregate of $200,000 of the Total Merger Consideration (the "Escrow Amount"). As soon as practicable after the Effective Time, the Escrow Amount, without any act of any OptaPhone Shareholder, will be deposited with an institution designated by Zhone and reasonably acceptable to time pursuant to the Shareholder Agent (as defined in Section 2.7(c)(ii11.6 below)) in respect of Company Options, being referred to herein as escrow agent (the “"Escrow Agent"). The Escrow Amount shall constitute an escrow fund (the "Escrow Fund”") and shall be governed by the terms set forth herein and in an escrow agreement to be entered into by and among, Zhone, the Shareholder Agent and the Escrow Agent on terms which are reasonably acceptable to Zhone and the Shareholder Agent (the "Escrow Agreement"), and at Zhone's cost and expense. If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result The portion of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund Amount contributed on behalf of any each OptaPhone Shareholder shall be in proportion to the portion of the Total Merger Consideration that such Company Capital Stockholder shall vest prior holder would otherwise be entitled to any Unvested Cash payable receive under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Section 2.5. The Escrow Fund shall be held the sole and distributed exclusive remedy available to compensate any member of the Zhone Group for Zhone Losses. Subject to the following requirements, the Escrow Fund shall be in accordance existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the first anniversary of the Closing Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the provisions reasonable judgment of Zhone to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the contemplated date of the termination of such Escrow Period, each as specified in an Officer's Certificate (as defined below) delivered to the Escrow Agent prior to the contemplated date of the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the shareholders of OptaPhone the remaining portion of the Escrow AgreementFund not required to satisfy such claims. The Deliveries of Escrow Agent Amounts to the OptaPhone Shareholders pursuant to this Section 11.3 shall hold be made in proportion to their respective original contributions to the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow AgreementFund.

Escrow Fund. Notwithstanding anything (a) Prior to the contrary set forth in this AgreementEffective Time of Merger I, Parent shall be entitled appoint a bank or trust company or other entity to withhold from act as the aggregate Final Adjusted Merger Consideration otherwise payable escrow agent (the “Escrow Agent”), and shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”). Pursuant to holders the Escrow Agreement, ten percent (10%) of Company the shares of Parent Common Stock in to be issued to Company Stockholders (the “Escrow Shares”) and ten percent (10%) of the cash to be paid to the Principal Stockholder at the Effective Time of Merger I (the “Escrow Cash,” and together with the Escrow Shares, the “Escrow Fund”) pursuant to Section 2.7(b)(i3.1(c) an amount shall be issued in the name of cash equal and paid to the Escrow Agent on behalf of the Company Stockholder Stockholders and retained in escrow pursuant to this Section 3.4 and the terms of the Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On Agreement. (b) As soon as practicable after the Closing Date, Parent shall deposit, or cause deliver to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with i) a certificate representing the Escrow Agent from time to time pursuant to Section 2.7(c)(iiShares and (ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of by the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security exclusively for the indemnification obligations purpose of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth hereinsecuring Parent Indemnity Claims pursuant to Article IX hereof. The Escrow Fund (or any portion thereof) shall be distributed held by the Escrow Agent for a period of twelve (12) months after the Closing Date (the “Escrow End Date”) under the Escrow Agreement pursuant to the Indemnifying Parties upon terms thereof; provided, however, that only so much of the terms Escrow Fund will be released to the Company Stockholders after the Escrow End Date as have a value (for the Escrow Shares, as determined by Section 9.6(b)) in excess of the amount of the Parent Indemnity Claims that have been made and conditions set forth that have been determined to be valid or not yet determined to be invalid pursuant to Article IX hereof as of the Escrow End Date. Except to the extent of such Parent Indemnity Claims which have been made and have been determined to be valid or not yet determined to be invalid pursuant to Article IX hereof, the Escrow Shares shall be delivered to the Company Stockholders (other than the Principal Stockholder) in the name of such Company Stockholders and the Escrow AgreementCash shall be paid to the Principal Stockholder promptly following the Escrow End Date.

Escrow Fund. Notwithstanding anything (a) Concurrently with the execution hereof, Parent and Representative are delivering to the contrary set forth Escrow Agent, to be held in escrow pursuant to the terms of this Agreement, the Seller Note, a certificate for 357,786 shares of Parent shall be entitled to withhold Common Stock constituting the Closing Share Consideration in the name of the Representative, as nominee of Parent, together with at least ten (10) assignments (separate from the aggregate Final Adjusted Merger certificate) executed in blank by Representative and an indemnity letter from Parent in lieu of a medallion signature guarantee, and $454,582.52 in cash constituting the Cash Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal allocable to the Company Stockholder Escrow AmountDerivative Securities. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On For such time as the Closing DateSeller Note is held in escrow pursuant hereto, Parent shall deposit, or cause pay the Seller Note Cash to be deposited, with the Escrow Agent an amount to be held or distributed as provided in cash equal Section 2(d). Parent shall cause the Issued EBITDA Shares, when issued, to be issued in the Company Stockholder name of Representative, as nominee of Parent, and Parent and Representative shall cause the Released Escrow Amount (such fundsShares and the Issued EBITDA Shares, together with any additional funds deposited with two (2) assignments (separate from the certificate) for each certificate representing such shares, executed in blank by Representative, to be delivered directly to the Escrow Agent. The Seller Note, the Seller Note Cash, the Cash Consideration and the Merger Consideration Escrow Shares delivered by the Parent or Escrow Agent to the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being are herein referred to herein in the aggregate as the “Escrow Fund.”). If (b) The Escrow Agent hereby agrees to act as Escrow Agent and to hold, as of immediately prior to the Effective Time (safeguard and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into disburse the Escrow Fund prior pursuant to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (terms and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement conditions hereof. It shall be withheld and deposited into treat the Escrow Fund if as a trust fund in accordance with the terms of this Agreement and only not as the property of Parent. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Fund in accordance with this Agreement. (c) The Escrow Fund hereunder is separate and distinct from the escrow fund created pursuant to the extent necessary Escrow Agreement, and the parties acknowledge that the Escrow Agent shall act with respect to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement solely in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into accordance with the Escrow Fund)terms hereof. The Escrow Fund shall be held and distributed in accordance with the provisions of as provided herein and shall not be applied to satisfy any claims or obligations under the Escrow Agreement. Likewise, the escrow fund established pursuant to the Escrow Agreement shall be held and distributed as provided therein, and shall not be applied to satisfy any obligations under this Agreement, provided that any Released Escrow Shares with respect to the Company Derivative Securities shall be covered by this Agreement once released from the escrow fund under the Escrow Agreement and delivered to Escrow Agent as provided in Section 1(a). (d) The parties acknowledge that, as Company Warrants are exercised, (i) the Escrow Agent shall hold return to Parent the Seller Note and Parent shall cancel such Seller Note, (ii) Parent shall issue a new note (in the form of the Seller Note) to each holder of Company Warrants so exercised in a principal amount equal to the portion of the unpaid principal of the Seller Note allocable to such holder’s Company Warrants (in accordance with Section 1.5 of the Merger Agreement), and (iii) Parent shall deliver a replacement Seller Note for the remainder of the unpaid principal amount of the cancelled Seller Note to the Escrow Fund Agent to hold as partial security for the indemnification obligations part of the Indemnifying Parties under this Agreement Escrow Fund. At such time as Parent notifies the Escrow Agent that all Company Warrants have been exercised, forfeited or terminated in accordance with the terms thereof, the Escrow Agent shall release the Seller Note from escrow hereunder and conditions set forth herein. The deliver it to Representative to hold for the benefit of the other Stockholders. (e) During the period the Escrow Fund is held by the Escrow Agent (or any portion thereof) the “Escrow Period”), Representative shall be distributed have the right to vote the Indemnifying Parties upon the terms and conditions set forth Merger Consideration Escrow Shares held in the Escrow Fund. (f) During the Escrow Period, all dividends payable in cash, stock or other non-cash property (the “Dividends”) with respect to the Closing Share Consideration, Released Escrow Shares and Issued EBITDA Shares, if any, shall be paid or delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the terms “Closing Share Consideration,” “Released Escrow Shares” and “Issued EBITDA Shares” shall be deemed to include the Dividends distributed thereon, if any. (g) During the Escrow Period, no sale, transfer or other disposition may be made by Representative of any of the Merger Consideration Escrow Shares, except to a Replacement Representative as provided in Section 9 herein or as otherwise contemplated by this Agreement. In connection with and as a condition of such transfer, the Replacement Representative shall deliver to the Escrow Agent an assignment separate from the certificate for each certificate representing such shares, executed by the Representative, evidencing the transfer of such shares to the Replacement Representative, together with two (2) assignments (separate from the certificate) executed in blank by the Replacement Representative, with respect to the Merger Consideration Escrow Shares. Representative shall deliver to Escrow Agent, such additional assignments (separate from the certificate) executed in blank by Representative, as may be requested by Escrow Agent from time to time. Parent, Representative and the Replacement Representative shall cooperate in all respects with the Escrow Agent in documenting such transfer and in effectuating the result intended to be accomplished thereby. During the Escrow Period, Representative shall not pledge nor grant a security interest in the Merger Consideration Escrow Shares, nor grant a security interest in such Representative’s rights under this Agreement or with respect to the Escrow Fund.

Escrow Fund. (a) Notwithstanding anything to the contrary set forth contained herein, from and after the Closing, any payments made to any Buyer Indemnified Party in this Agreement, Parent respect of any claim for indemnification made pursuant to Section 9.1(a) shall be entitled satisfied solely from the Escrow Fund pursuant to the terms hereof and of the Escrow Agreement. (b) No later than twelve (12) months following the Closing Date, the Escrow Agent shall release to Seller the Escrow Fund (the "ESCROW PAYMENT"); provided, however, that if at any time prior to the date on which the Escrow Payment is due to be released, Buyer (or another Buyer Indemnified Party) has reasonably and in good faith asserted a claim or claims for indemnification pursuant to Section 9.3 or 9.4 that, individually or when aggregated with the other such claims made by the Buyer Indemnified Parties, is for Damages in excess of the Basket Amount (an "EXCESS CLAIM"), and such Excess Claim is pending or unresolved, Buyer and Seller agree to promptly thereafter jointly instruct the Escrow Agent in writing to withhold from the Escrow Payment a number of shares and/or amount of cash, if any, having an aggregate Final Adjusted Merger Consideration value equal to the amount of such Excess Claims (in the aggregate) until such matters are resolved. For all purposes of the Escrow Fund, shares of Buyer Common Stock included in the Escrow Fund shall be valued at the Issuance Price. If it is finally determined, by the agreement of Buyer and Seller or otherwise payable pursuant to holders this Agreement or by a court of Company competent jurisdiction, that any part or all of such Excess Claims are covered by Section 9.1, (i) the covered amount of such Excess Claims may be offset against the retained portion of the Escrow Fund, and, if such offset amount is greater than the Basket Amount, Buyer and Seller shall promptly thereafter jointly instruct the Escrow Agent in writing to release shares and/or cash, if any, having an aggregate value equal to such offset amount (including the Basket Amount) to Buyer; and (ii) Buyer and Seller shall promptly thereafter jointly instruct the Escrow Agent in writing (assuming that at such time the 12-month anniversary of the Closing Date has passed) to release the remainder of the Escrow Payment to Seller. If it is finally determined that any such Excess Claim is not covered by Section 9.1 (again assuming that at such time the 12-month anniversary of the Closing Date has passed) Buyer and Seller shall promptly thereafter jointly instruct the Escrow Agent in writing to release all amounts withheld with respect to such Excess Claim to Seller. At any time prior to distribution of the entire Escrow Fund pursuant to this Section 9.8, Seller may exchange any or all of the shares of Buyer Common Stock in the Merger pursuant Escrow Fund held by the Escrow Agent for cash by wire transfer of immediately available funds to Section 2.7(b)(i) the Escrow Agent in an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder Issuance Price multiplied by the number of Company shares of Buyer Common Stock on a pro rata basisso exchanged. Upon receipt of such wire transfer, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount shall immediately deliver to Seller certificates in cash equal the name of Seller representing the number of shares of Buyer Common Stock so exchanged and such shares shall be considered released from the Escrow Fund and, upon receipt by Seller, no longer subject to the Company Stockholder Escrow Amount (such fundsterms of this Agreement. Dividends, together with any additional funds deposited with distributions and other income earned on the Escrow Agent from time Fund (including on the investment or reinvestment thereof) shall be payable to time pursuant Seller as part of the Escrow Payment. Buyer shall, however, be entitled to Section 2.7(c)(iidividends, distributions and other income earned on that portion (if any) in respect of Company Options, being referred the Escrow Fund (including on the investment or reinvestment thereof) to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs which Buyer is entitled as a result of the consummation a claim (or claims) by Buyer which is ultimately resolved as provided above in favor of the Merger)Buyer (and Seller shall, a holder of Company Common Stock shall Table of Contents hold if it receives any Unvested Company Capital Stocksuch dividends, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld distributions and deposited into other income from the Escrow Fund prior Agent, promptly forward such amounts to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow FundBuyer). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreement.

Escrow Fund. Notwithstanding anything to As soon as practicable after the contrary set forth in this AgreementFirst Merger Effective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders without any act of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each any holder of Company Common Stock, a portion of the Initial Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Merger Consideration consisting of 708,750 shares of Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount Common Stock (such funds, together with any additional funds shares being the “Escrow Shares”) and $17,325,000 of the Initial Cash Merger Consideration (the “Escrow Cash”) shall be deposited with The Bank of New York (or such other institution mutually selected by Parent and the Company) as escrow agent (the “Escrow Agent from time Agent”), such deposit to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as constitute the “Escrow Fund” and to be governed by the terms set forth herein and in an escrow agreement among Parent, the Shareholder Representative and the Escrow Agent (the “Escrow Agreement”), the form of which is attached as Exhibit D hereto. If, as Each Person who is issued Initial Parent Shares shall have a proportionate interest in the Escrow Shares and the Escrow Cash deposited in the Escrow Fund (the amount of immediately such proportionate interests to be provided to Parent by MHRx not later than two (2) Business Days prior to the Effective Time (and after giving effect to any acceleration Closing Date). The Escrow Shares shall be registered in the names of vesting that occurs as a result such MHRx members. Any shares of the consummation of the Merger), a holder of Company Parent Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement or other Parent equity securities (including shares issued upon a stock split) (“New Shares”) issued or distributed by Parent in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Shares that have not been released from the Escrow Fund prior shall be added to the deposit of Escrow Fund, and become a part thereof; provided, however, any Final Adjusted Merger Consideration payable under this Agreement other dividends or distributions on the Escrow Shares (including on the New Shares) made in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior cash or property shall be currently distributed to the Effective Time (and after giving effect to any acceleration owners of vesting that occurs as a result such shares. The owners of the consummation Escrow Shares shall pay any taxes on such dividends. The parties hereto shall cause each record owner of Escrow Shares to have the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable ability to such Company Stockholder under this Agreement shall be withheld and deposited into direct the voting of that number of Escrow Fund if and only Shares contributed to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of such shareholder (and on any New Shares) so long as such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement shares are held in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund Parent shall be held and distributed in accordance with show the provisions of the Escrow Agreement. The Escrow Agent shall hold Parent Common Stock contributed to the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms issued and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementoutstanding on its balance sheet.

Escrow Fund. Notwithstanding anything to (i) Promptly after the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from deposit with the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in Escrow Agent the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder shares of Parent Common Stock constituting the Escrow Amount shall be withheld from each holder represented by a single stock certificate registered in the name of Company Common Stock on a pro rata basisVar & Co., calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with as nominee of the Escrow Agent an amount in cash equal to Agent. Such deposit of the Company Stockholder Escrow Amount shall be contained in an escrow fund (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior ) to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held be governed by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund shall be security for the indemnity obligations provided for in Section 7.2 hereof. The Escrow Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Interests in the Escrow Fund shall be non-transferable. (ii) Subject to Section 7.4(a)(iii) hereof, if on the Survival Date, the value of the Escrow Shares (valued at the Signing Price) is greater than or any portion thereofequal to the Survival Escrow Value, then Parent shall deliver the Contingent Cash Escrow Amount to the Escrow Agent, together with a written notice identifying the Contingent Cash Escrow Amount, which shall constitute part of the Escrow Fund. (iii) If a pending claim exists on the Survival Date, a number of shares of Parent Common Stock (valuing each such share of Parent Common Stock equal to the Signing Price), of aggregate value equal to the amount of such pending claim shall be retained by the Escrow Agent in the Escrow Fund. Once a final determination is made as to whether Parent is entitled to recover Losses in connection with such pending claim, the amount of such claim (if any) to which Parent is entitled shall be paid in Parent Common Stock (valuing each share of Parent Common Stock equal to the Signing Price) and the remainder (if any) shall be distributed allocated to the Indemnifying Parties upon the terms and conditions set forth Stockholders in accordance with their pro rata portions of the Escrow AgreementFund.

Escrow Fund. Notwithstanding anything At the Effective Time each Shareholder will be deemed to ----------- have received and consented to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, deposit with the Escrow Agent an amount in cash equal (as defined below) of the Escrow Shares pursuant to the Company Stockholder Escrow Agreement, without any act required on the part of the shareholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act required on the part of any shareholder, will be deposited with an escrow agent acceptable to Parent and the Representative (as defined below) as Escrow Agent (the "Escrow Agent"), such ------------ deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the ----------- terms set forth herein. The portion of the Escrow Amount (contributed on behalf of each Shareholder shall be in proportion to the aggregate WebMD Series B Preferred Stock which such fundsholder would otherwise be entitled to receive under Section 3.1, together with any additional funds deposited with which respective percentage interest ( the Escrow Agent from time to time pursuant to Section 2.7(c)(ii"Percentage Interest") in respect of Company Options, being referred to herein as the “Escrow Fund”). If, will be determined as of immediately prior to the Effective Time (and after giving effect set forth on an exhibit to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold be contributed entirely out of the shares of WebMD Series B Preferred Stock issuable upon the Merger in respect of Sapient Capital Stock. From and after the Effective Time, the Escrow Fund shall be available to compensate and indemnify WebMD and Merger Corp. and their respective officers, directors, employees, representatives, agents, shareholders controlling persons and affiliates (each an "Indemnitee") against and for any Loss suffered or incurred by an Indemnitee, as partial security for the indemnification obligations and when due, which arises out of or results from a breach of any of the Indemnifying Parties under representations, warranties, covenants or agreements of Sapient set forth in this Agreement or in any certificate or schedule delivered by Sapient pursuant to this Agreement. An Indemnitee may not receive any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $50,000, have been delivered to the Escrow Agent pursuant to the terms hereof; in such case, an Indemnitee may recover from the Escrow Fund its Losses in excess of $50,000 in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementprovisions of this Article 12.

Escrow Fund. Notwithstanding anything to At the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, deliver or cause to be depositeddelivered, with the Escrow Agent directly to an amount in cash equal escrow agent to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately be selected prior to the Effective Time (the “Escrow Agent”) the General Escrow Amount and after giving effect the Special Escrow Amount to any acceleration be deducted from the Net Merger Consideration and held in an escrow fund pursuant to the terms set forth herein and in an escrow agreement to be entered into by and among Parent, the Company, the Stockholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the terms of vesting that occurs as this Agreement and the Escrow Agreement, the General Escrow Amount shall be available for a result period beginning on the date of the consummation Closing and ending on the date that is eighteen (18) months thereafter (the “General Escrow Release Date”) to satisfy such indemnification obligations of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund pursuant to Section 10.01 for claims as are made on or prior to the deposit General Escrow Release Date and shall be paid out as provided in the Escrow Agreement. In addition, and subject to the terms of any Final Adjusted Merger Consideration payable under this Agreement in respect and the Escrow Agreement, the Special Escrow Amount shall be available for a period beginning on the date of any Unvested the Closing and ending on the date that is six (6) months thereafter (the “Special Escrow Release Date”) to satisfy such additional indemnification obligations of the Company Capital Stock held by such Company Stockholder pursuant to Section 10.01 for Special Coverage Claims as of immediately are made on or prior to the Effective Time (Special Escrow Release Date and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement paid out as provided in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold adoption of this Agreement and the approval of the Merger by the Company Stockholders will constitute the approval of the Company Stockholders, except any holders of Dissenting Shares, of the Escrow Fund as partial security for Agreement and of all the indemnification obligations arrangements relating thereto, including the placement of the Indemnifying Parties General Escrow Amount and Special Escrow Amount in escrow, the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the initial Stockholder Representative in Article XI and any obligations of, or payments due by, such stockholders under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreement.

Escrow Fund. Notwithstanding anything to At the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of shares of Company Common Capital Stock on (each, a pro rata basis“Company Stockholder” and collectively, calculated based on each holder’s the “Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause Stockholders”) will be deemed to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds have received and deposited with the Escrow Agent from time (as defined below) each Company Stockholder’s pro rata interest in the Escrow Amount as set forth in the Final Conversion Schedule (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to time pursuant shares constituting the Escrow Amount), without any act of any Company Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company Stockholder, will be deposited with U.S. Bank Trust, National Association (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 2.7(c)(ii7.3(g) in respect of Company Optionsbelow)) as Escrow Agent (the “Escro w Agent”), being referred such deposit to herein as constitute an escrow fund (the “Escrow Fund”)) to be governed by the terms set forth in this Section and to be maintained at Parent’s cost and expense. If, as The portion of immediately prior the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the Effective Time aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b) and shall be in the respective amounts listed opposite each Company Stockholder’s name listed on the Final Conversion Schedule and executed by the Company and delivered to Parent at Closing. In the case of a Company Stockholder holding both (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder a) shares of Company Common Capital Stock shall Table subject to vesting, whether through a right or repurchase, forfeiture or other condition, and (b) vested shares of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall the shares to be withheld and deposited into the Escrow Fund prior contributed to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior be allocated among vested and unvested shares in proportion to any Unvested Cash payable under this Agreement in respect the ratio that the to tal number of any Unvested Company Capital Stock vested shares held by such Company Stockholder that is not so deposited into bears to the total number of unvested shares held by such Company Stockholder. No portion of the Escrow Fund). The Escrow Fund Amount shall be held contributed in respect of any Company Options or any warrant exercisable for Company Capital Stock. Upon compliance with the terms hereof and distributed in accordance with subject to the provisions of this Article VII, Parent and the Escrow Agreement. The Escrow Agent Surviving Corporation shall hold be entitled to obtain indemnity from the Escrow Fund as partial security for Losses covered by the indemnification obligations indemnity provided for in Section 7.2. All taxable income accrued or earned in respect of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) Amount shall be distributed to treated as the Indemnifying Parties upon income of the terms and conditions set forth in the Escrow AgreementCompany Stockholders for all Tax purposes.

Escrow Fund. Notwithstanding anything to (a) At the contrary set forth in this AgreementClosing, Parent Buyer shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, deposit with the Escrow Agent an amount in cash equal to accordance with Section 2.3(a), the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with as held by the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Optionsthe Escrow Agreement, being referred to herein as including interest and income thereon, the “Escrow Fund”). If, as of immediately prior to ) and the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions terms of this Agreement and the Escrow Agreement. In the event that any Buyer Indemnitees shall make a claim for indemnification against any Newpark Entity pursuant to ARTICLE VIII, such Buyer Indemnitee shall first seek recovery of any Buyer Damages from the Escrow Fund pursuant to the Escrow Agreement, to the extent funds are available therein. The Escrow Fund shall not represent a cap on, or otherwise limit the liabilities or obligations of the Newpark Entities with respect to any Buyer Damages under ARTICLE VIII. (b) The Escrow Fund shall be maintained in the escrow account established pursuant to the Escrow Agreement. The Escrow Fund, subject to the provisions of this ARTICLE X and the Escrow Agreement, shall be maintained in the escrow account until the Escrow Release Date. (c) On the Escrow Interim Release Date, and subject to the terms of this ARTICLE X and the Escrow Agreement, the Escrow Agent shall hold deliver or cause to be delivered to Newpark, or its designee, an amount equal to the lesser of: (i) fifty percent (50%) of the original Escrow Amount, or (ii) the remaining funds, if any, held in the Escrow Fund as partial security for the indemnification obligations Account in excess of fifty percent (50%) of the Indemnifying Parties under original Escrow Amount, unless prior to the Escrow Interim Release Date Buyer provides to the Escrow Agent and Newpark a Claim Notice or an Indemnity Notice. Any such notice shall set forth the total estimated amount (if such estimate is reasonably determinable) of the pending Third-Party Claim(s) and Indemnity Claims(s). If any such Claim Notice or Indemnity Notice is received by the Escrow Agent and not resolved prior to the Escrow Interim Release Date, the Escrow Agent shall release, in accordance with the Escrow Agreement, only that part of the Escrow Amount that is eligible to be released pursuant to the preceding sentence that exceeds the estimated amount of any unresolved Third-Party Claim(s) or Indemnity Claim(s), with the remaining funds that would have been so released to be held in the Escrow Account until such claim(s) are resolved. (d) On the Escrow Final Release Date, subject to the terms of this Agreement ARTICLE X and the Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Newpark, or its designee, the balance, if any, of the Escrow Fund, unless prior to the Escrow Final Release Date Buyer provides the Escrow Agent and Newpark a Claim Notice or an Indemnity Notice. Any such notice shall set forth the total estimated amount (if such estimate is reasonably determinable) of the pending Third-Party Claim(s) and Indemnity Claim(s). If any such Claim Notice or Indemnity Notice is received by the Escrow Agent and such claim is pending or not resolved prior to the Escrow Final Release Date, the Escrow Agent shall retain in the Escrow Account an amount equal to the estimated amount of the pending and unresolved claim(s), as set forth in the Claim Notice or Indemnity Notice (the “Retained Escrow Amount”), and release to Newpark any amount in the Escrow Account in excess of the Retained Escrow Amount. The Retained Escrow Amount shall be distributed in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms provisions of this ARTICLE X and conditions set forth in the Escrow Agreement.

Escrow Fund. Notwithstanding anything to (a) At the contrary set forth in this AgreementEffective Time, Parent Acquirer shall be entitled to withhold the Cash Escrow Amount and the Stock Escrow Amount from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger and issuable pursuant to Section 2.7(b)(i1.3(a)(i) an and shall deposit the Cash Escrow Amount and the Stock Escrow Amount with Citibank, N.A. (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder and shares of Company Acquirer Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with so held by the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) time, together with any non-taxable stock dividends declared and paid in respect of Company Optionssuch shares, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock which Escrow Fund shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under be governed by this Agreement and the escrow agreement in respect of any Vested Company Capital Stock held by substantially the form attached hereto as Exhibit I with such Company Stockholder shall be withheld changes as Acquirer and deposited into the Stockholders’ Agent may agree in writing (the “Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested CashAgreement”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial constitute security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Indemnifying Parties Converting Holders under Section 1.6(i) and this Agreement Article VIII. Subject to Section 8.4, the Escrow Agent shall hold that portion Escrow Fund other than the Mini-Escrow Fund (such portion, the “First Distribution Amount”) until 11:59 p.m. local time on the date that is 18 months after the Effective Time (the “First Escrow Release Date”) and shall hold the remainder of the Escrow Fund until 11:59 p.m. local time on the date that is three years after the Effective Time (the “Second Escrow Release Date”). Except to the extent there is a cancellation of shares of Acquirer Common Stock held in the Escrow Fund in connection with Indemnifiable Damages, shares of Acquirer Common Stock held in the Escrow Fund shall be treated by Acquirer as issued and outstanding stock of Acquirer, and the Converting Holders shall be entitled to exercise voting rights (which rights shall be exercised on behalf of such Converting Holders by the Stockholders’ Agent) and to receive dividends with respect to such shares. The Converting Holders shall be treated for tax reporting purposes as the owners of the Stock Escrow Amount. Acquirer shall be treated for tax purposes as the owner of the Cash Escrow Amount, and all interest and other income earned on the Cash Escrow Amount, if any, shall, as of the end of each calendar year and to the extent required by the Applicable Law, be reported as having been earned by Acquirer, whether or not such income was disbursed during such calendar year. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the distribution of the Escrow Fund to any Converting Holder in accordance with Section 8.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, by the laws of intestacy or by other operation of law. (b) Within five Business Days following the First Escrow Release Date, the Escrow Agent will distribute to each Converting Holder such Converting Holder’s Pro Rata Share of the First Distribution Amount less any portion of the First Distribution Amount with respect to pending but unresolved claims set forth in a valid Claims Certificate, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Stockholders’ Agent on or prior to the First Escrow Release Date in accordance with this Article VIII. Any portion of the First Distribution Amount held by the Escrow Agent following the First Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed by the Escrow Agent to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the First Distribution Amount. (c) Within five Business Days following the Second Escrow Release Date, the Escrow Agent will distribute to each Converting Holder such Converting Holder’s Pro Rata Share of the Escrow Fund less any portion of the Escrow Fund with respect to pending but unresolved claims set forth in a valid Claims Certificate, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Stockholders’ Agent on or prior to the Second Escrow Release Date in accordance with this Article VIII. Any portion of the Escrow Fund held by the Escrow Agent following the Second Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed by the Escrow Agent to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund. (d) Any distribution from the Escrow Fund to a Converting Holder shall be in accordance with the terms cash and conditions stock allocations set forth herein. The Escrow Fund (or any portion thereof) on the Spreadsheet, it being understood and agreed that Unaccredited Stockholders shall first be paid their Pro Rata Share of such distribution in cash and all other Converting Holders shall be distributed to paid their Pro Rata Share of the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementremainder of such distribution.

Escrow Fund. Notwithstanding anything to As soon as practicable after the contrary set forth in this AgreementFirst Merger Effective Time, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders without any act of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each any holder of Company Common Stock, a portion of the Initial Stock on Merger Consideration consisting of 708,750 shares of Parent Common Stock (such shares being the "Escrow Shares") and $17,325,000 of the Initial Cash Merger Consideration (the "Escrow Cash") shall be deposited with The Bank of New York (or such other institution mutually selected by Parent and the Company) as escrow agent (the "Escrow Agent"), such deposit to constitute the "Escrow Fund" and to be governed by the terms set forth herein and in an escrow agreement among Parent, the Shareholder Representative and the Escrow Agent (the "Escrow Agreement"), the form of which is attached as Exhibit D hereto. Each Person who is issued Initial Parent Shares shall have a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On proportionate interest in the Escrow Shares and the Escrow Cash deposited in the Escrow Fund (the amount of such proportionate interests to be provided to Parent by MHRx not later than two (2) Business Days prior to the Closing Date, ). The Escrow Shares shall be registered in the names of such MHRx members. Any shares of Parent shall deposit, Common Stock or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount other Parent equity securities (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(iiincluding shares issued upon a stock split) ("New Shares") issued or distributed by Parent in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting Shares that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into have not been released from the Escrow Fund prior shall be added to the deposit of Escrow Fund, and become a part thereof; provided, however, any Final Adjusted Merger Consideration payable under this Agreement other dividends or distributions on the Escrow Shares (including on the New Shares) made in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior cash or property shall be currently distributed to the Effective Time (and after giving effect to any acceleration owners of vesting that occurs as a result such shares. The owners of the consummation Escrow Shares shall pay any taxes on such dividends. The parties hereto shall cause each record owner of Escrow Shares to have the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable ability to such Company Stockholder under this Agreement shall be withheld and deposited into direct the voting of that number of Escrow Fund if and only Shares contributed to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of such shareholder (and on any New Shares) so long as such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement shares are held in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund Parent shall be held and distributed in accordance with show the provisions of the Escrow Agreement. The Escrow Agent shall hold Parent Common Stock contributed to the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms issued and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementoutstanding on its balance sheet.

Escrow Fund. Notwithstanding anything to Simultaneously with the contrary set forth in execution of this Agreement, Parent shall be entitled Buyer has delivered to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to by wire transfer of immediately available funds the Company Stockholder Escrow Amount (such fundssum, together with any additional funds deposited with the Escrow Agent as adjusted from time to time pursuant to Section 2.7(c)(ii) in respect of Company Optionsthe terms hereof, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock The Escrow Agent shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into invest the Escrow Fund prior as instructed by the Stockholder Representative, in writing from time to time, in (i) savings accounts with, repurchase agreements, or certificates of deposit issued by, federally chartered banks or trust companies, the deposit assets of any Final Adjusted Merger Consideration payable under this Agreement which are at least $100,000,000 in respect excess of any Unvested Company Capital Stock their liabilities, (ii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, or (iv) the STI Classic Money Market Fund, with the income from such invested cash being held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf Agent as part of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The In the absence of written instructions, the Escrow Fund shall be held and distributed invested in the STI Classic Money Market Fund. The Escrow Agent shall have no liability for any loss or diminution in the Escrow Fund resulting from investments made in accordance with the provisions of this Agreement. Consistent with Proposed Treasury Regulation Section 1.468B-8, for tax reporting purposes, all interest or other income earned from the investment of the Escrow AgreementFund or any portion thereof in any tax year shall be reported as allocated to Buyer until the distribution of the Escrow Fund (or portion thereof) is determined and thereafter to Buyer and the Company Equityholders in accordance with their respective interests in the Escrow Fund. Buyer shall provide to the Escrow Agent a completed Form W-9 or Form W-8. The Escrow Agent shall hold have no duty to prepare or file any tax report or return with respect to the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementearnings thereon.

Escrow Fund. Notwithstanding anything to (i) By virtue of this Agreement and as security for the contrary set forth indemnity obligations provided for in this AgreementSection 8.1 hereof, at the Closing, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, will deposit with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (without any act of Stockholder, such funds, together with any additional funds deposited with deposit of the Escrow Agent from time Amount to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as constitute an escrow fund (the “Escrow Fund”). If, as of immediately prior ) to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held be governed by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) Amount shall be distributed available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VIII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Indemnifying Parties upon Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. (ii) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and conditions set forth shall hold and dispose of the Escrow Fund only in accordance with the terms of this Section 8.4. The interests of the Stockholder in the Escrow AgreementFund shall not be transferable without the prior written consent of Parent. (iii) The Escrow Amount shall be invested in U.S. Treasury bills with maturities of not more than 90 days, and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount shall be invested in a money market account of the Escrow Agent as fully described on this attached Exhibit D and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof and available for satisfaction of claims. Any interest paid on the Escrow Amount shall be reported on an accrual basis and shall be deemed to be for the account of Stockholder. Within five (5) business days following the end of each calendar quarter during which the Escrow Amount is held by the Escrow Agent and the termination of the Escrow Account, as applicable, the Escrow Agent shall distribute from the Escrow Amount to Stockholder an amount equal to 40 percent (40%) multiplied by the taxable income allocable to Stockholder for such period in order to pay any Tax Liabilities thereon, including any estimated Taxes. The Escrow Agent shall pay such amount out of the Escrow Amount automatically to Stockholder without further instructions (the “Tax Payment”).

Escrow Fund. Notwithstanding anything (a) Pursuant to Section 1.7(i) hereof, and as soon as practicable after the contrary set forth in this AgreementEffective Time, Parent the Indemnification Shares shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock registered in the Merger pursuant to Section 2.7(b)(iname of, and be deposited together with the Indemnification Cash with, State Street Bank and Trust Company (or other institution selected by Acquiror with the reasonable consent of Target) an amount of cash equal to as escrow agent (the Company Stockholder "Escrow Amount. The Company Stockholder Agent"), and the Adjustment Shares shall likewise be registered in the name of, and be deposited with, the Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basisAgent, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with provided that the Escrow Agent an amount shall segregate the Adjustment Shares in cash equal to the Company Stockholder Adjustment Escrow, the treatment of which shall be governed by the terms set forth herein, in Section 8.14, and in the Escrow Amount (such fundsAgreement attached hereto as Exhibit D. Additionally, together with any additional funds Contingent Escrowed Consideration shall be deposited with the Escrow Agent from time to time pursuant to as soon as practicable upon the occurrences of the contingencies set forth in Section 2.7(c)(ii) in respect 1.7(i). The foregoing deposits consisting of Company Optionsthe Total Escrowed Consideration, being referred to herein as less the “Adjustment Shares, shall constitute the escrow fund (the "Escrow Fund”). If, as of immediately prior to ") and will be governed by the Effective Time (terms set forth herein and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Agreement. The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for available to compensate Acquiror pursuant to the indemnification obligations of the Indemnifying Parties under shareholders of Target. In the event Acquiror issues any Additional Escrow Shares (as defined below), such shares will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the shares of Acquiror Common Stock delivered pursuant to this Agreement Section 8.1(a) (the "Escrow Shares"). (b) Except for dividends paid in accordance stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated as set forth in Section 8.1(a) hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the shareholders of Target on a Pro Rata basis. Each shareholder of Target will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund and Adjustment Escrow with respect to such shareholder so long as such Escrow Shares are held in escrow, and Acquiror will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the shareholders of Target will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow of this Agreement.

Escrow Fund. Notwithstanding anything to (a) At the contrary set forth in this AgreementClosing, Parent Buyer shall be entitled to withhold from deposit the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of with First American Title Insurance Company Common Stock on a pro rata basis(the “Escrow Agent”), calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall such deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time all interest and dividends accrued thereon, if any, to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as constitute an escrow fund (the “Escrow Fund”). IfThe Escrow Fund shall be governed by the terms of an escrow agreement among Buyer, as of immediately the Stockholders’ Representative and the Escrow Agent, in the form mutually agreed to by the parties not less than two (2) Business Days prior to the Effective Time Closing Date (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of same may be amended, modified or restated, the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the “Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested CashAgreement”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held in escrow and distributed shall be available to pay any amounts payable to Buyer pursuant to Section 2.5(b)(iv) of this Agreement. If the Final Adjustment Amount is payable to the Common Equity Holders and Rollover Holders, the entire Escrow Fund shall be released to or as directed by the Stockholders’ Representative on behalf of the Common Equity Holders and Rollover Holders within two (2) Business Days of the determination of the Final Adjustment Amount. If the Final Adjustment Amount is payable to Buyer, that portion of the Escrow Fund equal to the Final Adjustment Amount shall be released to Buyer in accordance with Section 2.5(b)(iv) and the provisions entire remaining amount of the Escrow Agreement. The Escrow Agent Fund, if any, shall hold be released to or as directed by the Stockholders’ Representative on behalf of the Common Equity Holders and Rollover Holders substantially concurrently with the release of the Final Closing Adjustment Amount to Buyer. (b) All parties hereto agree for all tax purposes: (i) any portion of the Escrow Fund paid to the Optionholders shall be treated as partial security for compensation paid by the indemnification obligations Company to the Optionholders, (ii) the right of the Indemnifying Parties under this Agreement in accordance with holders of shares of Common Stock or Rollover Shares to receive any portion of the terms and conditions set forth herein. The Escrow Fund shall be eligible to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (iii) Buyer shall be treated as the owner of the Escrow Amount solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof) , shall be distributed allocable to Buyer pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iv) if and to the Indemnifying Parties upon extent any amount of Escrow Fund paid to the terms Common Stockholders’ or Rollover Holders is actually distributed thereto, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and conditions set forth (v) in no event shall the total amount of the Escrow AgreementAmount and any interest and earnings earned thereon paid to the Common Equity Holders or Rollover Holders under this Agreement exceed an amount to be designated by the Stockholders’ Representative prior to the Closing. Clause (v) of the preceding sentence is intended to ensure that the right of the Common Stockholders or Rollover Holders to any portion of the Escrow Fund 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. All parties hereto shall file all Tax Returns consistently with the foregoing.

Escrow Fund. Notwithstanding anything Upon the occurrence of an Event of Default hereunder, if required by the Lender from time to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such fundstime, together with any additional funds deposited with the Escrow Agent from time regular monthly payments due to time pursuant the Lender under the Note, the Mortgagor shall pay to Section 2.7(c)(iithe Lender on the first day of each calendar month: (a) one-twelfth (1/12th) of an amount which would be sufficient to pay the Impositions payable, or which the Lender estimates will become payable within the next ensuing twelve (12) months; and (b) one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (said amounts in respect of Company Options, being referred to herein as (a) and (b) above hereinafter called the “Escrow Fund”). If, as of immediately prior .) The Mortgagor hereby pledges to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result Lender, for the benefit of the consummation of the Merger)Secured Parties, a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement and all monies now or hereafter deposited in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to as additional security for the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result payment of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement Debt. The Lender shall be withheld and deposited into apply the Escrow Fund if to payments of Impositions and only Insurance Premiums required to be made by the extent necessary Mortgagor pursuant to satisfy such Company Stockholder’s entire escrow contribution obligation under Sections 6 and 7 of this Agreement (with Mortgage. If the understanding and agreement that any Unvested Cash so deposited into amount of the Escrow Fund on behalf of shall exceed the amounts due for Impositions and Insurance Premiums pursuant to Sections 6 and 7 hereof, the Lender shall, in its discretion, return any such Company Capital Stockholder shall vest prior excess to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Mortgagor or credit the excess against future payments to be made to the Escrow Fund). In allocating such excess, the Lender may deal with the person shown on the Lender’s records as the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, the Mortgagor shall promptly pay to the Lender, upon demand, an amount which the Lender shall estimate as sufficient to make up the deficiency. Upon the occurrence of an Event of Default hereunder, the Lender may apply any sums then present in the Escrow Fund to the payment of the following items in any order, in its sole discretion: (i) Impositions; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) All other sums payable to the Lender pursuant to the Note, this Mortgage or otherwise, including, without limitation, advances made by the Lender pursuant to the terms of this Mortgage. Until expended or applied as above provided, the amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held and distributed in accordance with by the provisions of the Escrow AgreementLender. The Escrow Agent shall hold No earnings or interest on the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed payable to the Indemnifying Parties upon the terms and conditions set forth in the Escrow AgreementMortgagor.

Escrow Fund. Notwithstanding anything As sole security (except for fraudulent acts as set forth in Section 8.6) for the indemnity provided for in Section 8.2 hereof, Four Hundred Forty One Thousand Three Hundred Twenty-Seven Dollars and Sixteen Cents ($441,327.16) (the "Escrow Amount") of the cash consideration to be paid to the contrary Indemnifying Sellers, as identified in Exhibit A, shall without any act of such holders, be deposited by NPI in an interest bearing escrow account with Millennium Bank as Escrow Agent (the "Escrow Agent"), at the Closing, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger Agreement and pursuant to Section 2.7(b)(i) an amount of cash equal the escrow agreement to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On signed and delivered at the Closing Date, Parent shall deposit, or cause to be deposited, with (the "Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”Agreement"). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into All interest accrued on the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement that remains in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that the Escrow Termination Date and is not so deposited into subject to an Identifiable Claim for Damages on such date shall be distributed to the Escrow Fund)Indemnifying Sellers in accordance with Section 8.10. The Escrow Fund shall not be held and distributed in accordance with the provisions subject to claims of the Escrow Agreement. The Escrow Agent creditors of NPI and shall hold constitute the Escrow Fund as partial security for the indemnification obligations property of the Indemnifying Parties under this Agreement in accordance with Sellers subject to the terms and conditions set forth herein. The Escrow Amount to be placed in the Escrow Fund (or any portion thereof) shall be distributed allocated among the Indemnifying Sellers on a pro-rata basis in accordance with the number of NVC Shares held by such Indemnifying Seller immediately prior to the Indemnifying Parties upon the terms and conditions Closing, as set forth in Exhibit A. Upon compliance with the terms hereof and subject to the provisions of Section 8.13, NPI shall be entitled to obtain indemnity from the Escrow AgreementFund for all Damages. NPI shall compensate the Escrow Agent for its services in maintaining the Escrow Fund. No part of the Escrow Fund shall be used to pay the Escrow Agent.

Escrow Fund. Notwithstanding anything to (i) At the contrary set forth in this AgreementEffective Time, Parent shall be entitled to withhold from each of Purchaser, the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in Surviving Company, the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, with Equityholder Representative and the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited enter into the Escrow Fund prior to Agreement. Purchaser shall deposit a stock certificate (issued in the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result name of the consummation of the MergerEquityholder Representative) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into reflecting the Escrow Fund if Shares (at the Closing) and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund Cash (on behalf of any such Company Capital Stockholder shall vest prior the Cash Transfer Date) into escrow pursuant to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security Shares and Escrow Cash and all interest, dividends and other amounts earned thereon not required to be distributed to the Stockholders or Optionholders pursuant to Section 2.17(a)(iii) (collectively, the “Escrow Fund”) in an escrow account (the “Escrow Account”) for the indemnification obligations purposes of the Indemnifying Parties securing any amounts payable by Stockholders and Optionholders under this Agreement ARTICLE X and Sections 2.07 and 7.08 and certain other amounts payable hereunder in accordance with this Agreement and the terms Escrow Agreement. (ii) Any and conditions set forth herein. The all interest earned on cash in the Escrow Fund shall be added to the Escrow Fund and shall become a part thereof. (iii) Except as provided in Section 2.17(a)(v) below, cash dividends, and any non-cash taxable dividends or distributions, on any portion thereof) shares of Purchaser Common Stock in the Escrow Fund shall be distributed to the Indemnifying Parties upon Stockholders according to their the terms respective Stock Percentages (defined below), and conditions shall not become a part of the Escrow Fund, provided however that, to the extent aggregate amount of claims for payment under Sections 2.07 or 7.08 or indemnity claims asserted by the Purchaser Indemnitees in good faith pursuant to ARTICLE X exceed the amount then-remaining in the Escrow Fund, such dividends and distributions shall remain in the Escrow Fund and shall be treated as distributed to the Stockholders holding the applicable shares of Purchaser Common Stock according to their respective Stock Percentages for U.S. federal income tax purposes. Any shares of Purchaser Common Stock or other Equity Interests issued or distributed by Purchaser after the Effective Time in a nontaxable transaction (“New Shares”) in respect of Purchaser Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. The parties hereto agree that the Equityholder Representative, as agent for the Stockholders previously owning Stock Conversion Shares, is the record owner of any stock or other Equity Interests in the Escrow Fund for so long as such stock or Equity Interests remain in the Escrow Fund. Upon distribution to any Person (including the Stockholders) of any stock or Equity Interests in the Escrow Fund, the Equityholder Representative shall cause ownership of such stock or Equity Interests to be transferred to the distributee thereof. New Shares issued in respect of shares of Purchaser Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iv) For tax reporting and withholding purposes, Equityholder Representative shall be treated as the owner of the cash in the Escrow Fund and shall be liable and responsible for any Taxes due with respect to income earned on such cash. Equityholder Representative shall be entitled to disbursements from the Escrow Amount in respect of Taxes paid by Equityholder Representative in respect of income earned on the Escrow Fund, as more particularly set forth in the Escrow Agreement. Upon the release of any portion of the cash in the Escrow Fund to the Stockholders or Optionholders, a portion of such cash paid from the Escrow Fund shall be treated as interest under the imputed interest rules of the Code. (v) Notwithstanding anything herein to the contrary, upon any reorganization, recapitalization, reclassification, consolidation, merger or Deemed Liquidation Event (as defined in Purchaser’s Fourth Amended and Restated Certificate of Incorporation, as in effect on the Closing Date) involving Purchaser in which the Purchaser Common Stock in the Escrow Fund converted into or exchanged for securities, cash or other property (the “Exchange Property”), then, following any such reorganization, recapitalization, reclassification, consolidation, merger or Deemed Liquidation Event, then, in lieu of such Purchaser Common Stock, there shall be deposited in the Escrow Fund the kind and amount of Exchange Property issuable upon conversion of such Purchaser Common Stock. (vi) The Letter of Transmittal and the Option Termination Agreement shall include a Form W-9 or original W-8 IRS tax form which shall be provided to the Escrow Agent prior to the disbursement of interest and the Escrow Agent will file the appropriate 1099 or other required forms pursuant to Federal and State laws. A statement of citizenship will be provided if requested by Escrow Agent. Escrow Agent shall not be responsible for maximizing the yield on the Escrow Fund.

Escrow Fund. Notwithstanding anything to (a) Parent Preferred Shares having a value of the contrary set forth in this Agreement, lesser of (i) $10 million and (ii) the Stock Value minus $50 million (such Parent shall be entitled to withhold from Preferred Shares being the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i"Escrow Fund") an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder the amounts issued to the Company's stockholders and holders of Company Common Stock Options as of the Effective Time, in the amounts and allocated as set forth on a pro rata basisEXHIBIT B, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On and shall instead be delivered to an escrow agent pursuant to an escrow agreement substantially in the Closing Dateform of EXHIBIT C hereto (the "Escrow Agreement"). (b) Notwithstanding Section 2.06(a), Parent shall deposit, or cause Preferred Shares having a value equal to any amounts in respect of the Bovespa/Real Adjustment and the estimated Balance Sheet Adjustment which would have been paid to Parent but for the $50 Million Requirement will be deposited, with delivered to Parent rather than being placed in Escrow as part of the Escrow Agent Fund. (c) If Net Quick Assets on the Balance Sheet Schedule minus Net Quick Assets on the Estimated Schedule is a negative number, Parent Preferred Shares having an absolute value of such amount shall be released from the Escrow Fund to Parent. If Net Quick Assets on the Balance Sheet Schedule minus Net Quick Assets on the Estimated Schedule is a positive number, Parent Preferred Shares having an absolute value of such amount shall be issued by Parent and subject to the last sentence of the clause (c), shall be delivered to the Representative. Such releases shall occur promptly following the final determination of the Balance Sheet Schedule. Notwithstanding the foregoing, shares of Parent Preferred Shares shall be delivered to the Representative pursuant to this subparagraph only to the extent that Parent Preferred Shares having a value of $10 million remain in cash the Escrow Fund. (d) If Debt plus Excess Expenses on the Balance Sheet Schedule minus Debt plus Excess Expenses on the Estimated Schedule is a positive number, Parent Preferred Shares having a value of such amount shall be released from the Escrow Fund to Parent. If Debt plus Excess Expenses on the Balance Sheet Schedule minus Debt plus Excess Expenses on the Estimated Schedule is a negative number, Parent Preferred Shares having an absolute value of such amount shall be issued by Parent and, subject to the last sentence of this clause (d), shall be delivered to the Representative. Such release shall occur promptly following the final determination of the Balance Sheet Schedule. Notwithstanding the foregoing, shares of Parent Preferred Shares shall be delivered to the Representative pursuant to this subparagraph only to the extent that Parent Preferred Shares having a value of $10 million remain in the Escrow Fund. (e) Parent Preferred Shares having a value equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with amount of the Active Subscriber Adjustment shall be released from the Escrow Agent from time Fund to time Parent promptly following the final determination of the Active Subscriber Adjustment. (f) To the extent (x) any Channel set forth in EXHIBIT D is determined pursuant to Section 2.7(c)(ii) in respect a Channel Schedule not to be Good and Deliverable at any time prior to the First Anniversary as a result of acts or omissions by the Company Options, being referred to herein as the “Escrow Fund”). If, as or any of immediately its subsidiaries on or prior to the Effective Time (and after giving effect not resulting from acts or omissions by Parent or any other entity following the Effective Time), Parent Preferred Shares having a value equal to the value of all such Channels, determined using the values set forth on EXHIBIT D, shall be released from the Escrow Fund to Parent and (y) any acceleration of vesting that occurs as a result other Channel set forth in Section 3.15(a) of the consummation Company Disclosure Schedule is determined pursuant to the Channel Schedule not to be Good and Deliverable as of the Merger)Effective Time, Parent Preferred Shares having a holder value of Company Common Stock equal to the value of all such Channels shall Table be released from the Escrow Fund to Parent. Such release shall occur promptly following the final determination of Contents hold a Channel Schedule; PROVIDED, that any Unvested Company Capital Stock, then that portion determination of a Good and Deliverable Channel under this Section 2.06 and a release from the Escrow Fund in respect therefor shall supersede any claim for indemnification with respect to such Channel made for a breach of the representation contained in the second sentence of Section 3.15(a) hereof or any similar claim regarding the diminution in value of such Channel. (g) The balance of the Escrow Fund will be held until the later of the First Anniversary and the resolution of any Final Adjusted Merger Consideration otherwise payable under this Agreement claims (i) pending as of the First Anniversary pursuant to Section 8.01 hereof or (ii) alleging an adjustment in respect of the matters contemplated by this Section 2.06, provided that any Vested Company Capital Stock held by such Company Stockholder undisputed amounts shall be withheld and deposited into the Escrow Fund prior released to the deposit Representative on the First Anniversary. (h) For purposes of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) andSection 2.06, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement Parent Preferred Shares shall be withheld and deposited into valued at the Escrow Fund if and only to Offer Price. To the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so other consideration has been deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund , references to Parent Preferred Shares shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed include references to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementsuch other consideration.

Escrow Fund. Notwithstanding anything (a) Prior to the contrary set forth Initial Closing of each Fund, all proceeds received in this Agreement, Parent connection with the sale of Units of such Fund shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock deposited in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, escrow with the Escrow Agent an amount in cash equal subscription escrow accounts for the Trust. Escrow deposits in the subscription escrow accounts for the Trust shall be moved and credited to the Company Stockholder applicable Fund’s escrow fund (each, an “Escrow Amount Fund”) by the Escrow Agent as promptly as practicable but in no event more than three days after receipt by the Escrow Agent, provided that such funds have cleared and constitute good funs and the Managing Owner has provided written instructions as to the a s to the amount to move and the specific fund to move such funds into. At the time funds are received by the Escrow Agent from subscribers, the Managing Owner shall promptly provide or cause the selling agent to provide the Escrow Agent with the following information in writing (such fundsi) the full name and address of each of the subscriber(s), together with (ii) the Fund in which the subscriber invested, (iii) the amount of the investment and (iii) any additional funds deposited information which the Escrow Agent may reasonably request. (b) The Managing Owner shall instruct subscribers and prospective subscribers to make checks for subscriptions payable to the order of the Escrow Agent or send wire transfers for subscriptions directly to the Escrow Agent in accordance with the instructions set forth on Schedule 2 attached hereto. Any checks received that are made payable or wires that are sent to a party other than the Escrow Agent shall be returned to the selling agent that submitted such check or made such wire transfer. (c) The Escrow Agent is hereby authorized to deposit each check in the respective Escrow Account. For any check returned unpaid to the Escrow Agent such unpaid amount shall be debited against the respective Escrow Account and shall be returned to the selling agent that submitted the check. In such cases, the Escrow Agent will promptly notify the Managing Owner of such returnGMS. (d) The Escrow Agent shall hold and account for separately each Escrow Fund, and subject to the terms and conditions hereof, shall invest and reinvest each Escrow Fund and the proceeds thereof in accordance with Section 3. (e) Prior to the occurrence of the Initial Closing with respect to a Fund, the Managing Owner is aware and understands that it is not entitled to invest or (a) During the term of this Escrow Agreement, each Escrow Fund which is a USD Fund shall be invested in a separate trust account with JPMorgan Chase Bank, N.A. and each Escrow Fund which is a CDN Fund will be invested in a Canadian Dollar interest bearing Deposit Account The Escrow Agent will provide compensation on balances on each Fund at a rate determined by the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Optionstime. Written investment instructions from the Managing Owner for investments permitted under NASD Member Notice 87-61, being referred to herein as if any, shall specify the “Escrow Fund”). If, as of immediately prior to the Effective Time (type and after giving effect to any acceleration of vesting that occurs as a result identity of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall investments to be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)purchased and/or sold. The Escrow Fund shall be held Agent is hereby authorized to execute such purchases and distributed sales of investments for investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in accordance connection with the provisions of each transaction. The parties hereto recognize and agree that the Escrow AgreementAgent will not provide supervision, recommendations or advice relating to either the investment of moneys held in any Escrow Fund or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall hold not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Managing Owner to give the Escrow Fund as partial security for the indemnification obligations of the Indemnifying Parties under this Agreement in accordance with the terms and conditions set forth hereinAgent instructions to invest or reinvest any Escrow Fund. The Escrow Fund Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The parties hereby acknowledge and confirm that funds deposited into the Brookshire US Dollar and Canadian Dollar Deposit accounts will be held uninvested. (or any portion thereofb) Receipt, investment and reinvestment of Escrow deposits shall be distributed confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Managing Owner and the Trust to the Indemnifying Parties upon the terms and conditions set forth Escrow Agent within thirty (30) calendar days after receipt thereof. Failure to inform Escrow Agent in the Escrow Agreementwriting 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.

Escrow Fund. Notwithstanding anything At the Effective Time, each Stockholder will be deemed to have received and consented to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. On the Closing Date, Parent shall deposit, or cause to be deposited, deposit with the Escrow Agent an amount in cash equal (as defined below) of the Escrow Shares pursuant to the Company Stockholder Escrow Agreement, without any act required on the part of the Stockholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act required on the part of any Stockholder, will be deposited with an escrow agent acceptable to Purchaser and the Representative (as defined below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each Stockholder shall be in proportion to the aggregate Purchaser Common Stock which such holder would otherwise be entitled to receive under Section 3.1, which respective percentage interest (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii"Percentage Interest") in respect of Company Options, being referred to herein as the “Escrow Fund”). If, will be determined as of immediately prior to the Effective Time (and after giving effect set forth on an exhibit to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund)Agreement. The Escrow Fund shall be held and distributed in accordance with the provisions contributed entirely out of the Escrow Agreementshares of Purchaser Common Stock issuable upon the Merger in respect of GNN Capital Stock. The Escrow Agent shall hold From and after the Effective Time, the Escrow Fund shall be available to compensate and indemnify Purchaser and the Surviving Corporation and their respective officers, directors, employees, representatives, agents, stockholders controlling persons and Affiliates (each a "Purchaser Indemnitee") against and for any Loss suffered or incurred by a Purchaser Indemnitee, as partial security for the indemnification obligations and when due, which arises out of or results from a breach of any of the Indemnifying Parties under representations, warranties, covenants or agreements of GNN set forth in this Agreement or in any document delivered by GNN pursuant to this Agreement; provided, however, that for purposes of determining whether or not GNN has breached any of its representations and warranties in this Agreement, exceptions and qualifications for Material, Materiality or Material Adverse Effect and similar expressions shall be disregarded. A Purchaser Indemnitee may not receive any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $500,000 have been delivered to the Escrow Agent pursuant to the terms hereof; in such case, an Indemnitee may recover from the Escrow Fund its Losses in excess of $500,000 in accordance with the terms and conditions set forth herein. The Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties upon the terms and conditions set forth in the Escrow Agreementprovisions of this Article 14.