Common use of Escrow Shares Clause in Contracts

Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

Escrow Shares. The In connection with each Committed Draw Down Notice, the Company shall have deposited with the Escrow Agent, in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 Common Shares to the Escrow Shares until Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the first anniversary of the consummation of a "BUSINESS COMBINATION" applicable Committed Draw Down Pricing Period (as defined in the Registration Statement) (such periodbelow), the "ESCROW SHARE PERIOD"Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On such first anniversarythe business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.16.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares.” (f) Section 6.03(f) is amended by deleting it in its entirety.

Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the first anniversary (a) In consideration of the consummation of a "BUSINESS COMBINATION" Setup Fee (as defined in Section 2.6 below), Escrow Holder agrees to accept delivery of a stock certificate of the Registration Statement) (such periodCompany to be issued in the name of “Xxxxxxxxx Escrow, the "ESCROW SHARE PERIOD"). On such first anniversaryInc., as escrow agent” representing the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to such Common Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable. (b) Escrow Holder shall release and deliver the Escrow Shares as follows: (i) upon Escrow Holder; provided’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released delivered and distributed as instructed in the Joint Notice; (ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court; (iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company Company; or (iv) upon written instruction from the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company. (c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company and; during such time as the Escrow Shares are held in escrow, the Company shall thereafter be cancelled; provided furtherdeliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, however, that Escrow Holder shall immediately release and deliver any remaining Escrow Shares then held in escrow to the Company. (d) In the event that Escrow Holder is prohibited by order of a court of competent jurisdiction (whether or not such order is appealable) from delivering the Closing does not occurEscrow Shares, then Escrow Holder shall forthwith mail a copy of such order to the Escrow Agent shall promptly Company. (e) Following the release and delivery of the Escrow Shares to Xx Xxxxxx under the terms of this Agreement, if ever, the Escrow Shares shall be subject to that certain Restricted Common Holders; provided furtherStock Purchase Agreement (the “Restricted Stock Agreement”) dated as of September 2, however2008 by and between the Company and Xx Xxxxxx, including without limitation Section 4.4, pursuant to which Xx Xxxxxx agreed that if a Common Holder does (1) in connection with the Company’s first underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, Xx Xxxxxx will not provide sell or otherwise dispose or transfer the Escrow Shares without the prior written instructions within ninety days consent of the Company and its underwriters, and (2) such limitations shall be in effect for such period of time from and after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity effective date of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of registration statement as may be requested by the Company or such entity having underwriters. In order to reflect the right to exchange their securities for cash, securities or other property, then restrictions on disposition of the Escrow Agent willShares, upon receipt of a certificatethe stock certificate representing the Escrow Shares will be endorsed with the following restrictive legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, executed by AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (f) Notwithstanding anything to the Chief Executive Officer or Chief Financial Officer of the Companycontrary herein, in form reasonably acceptable to no event shall the Escrow Agent, that such transaction is then being consummated, release and delivery of the Escrow Shares to Xx Xxxxxx under the Common Holders immediately prior and terms of this Agreement, if ever, result in Xx Xxxxxx (together with any transferee or purported transferee of Xx Xxxxxx) owning more than the amount of shares, if any, Xx Xxxxxx is granted pursuant to an arbitral award or court order, but in no event greater than 2,500,000 shares of the Company’s common stock (subject to consummation any stock dividend, stock split, recapitalization or other adjustment affecting all of the transaction so Company’s outstanding common stock after the date hereof). If, at any time, Escrow Holder receives a written notice signed by the Company (“Stop Transfer Notice”) stating that they can similarly participate. The the Escrow Agent Shares are not to be delivered to Xx Xxxxxx pursuant to this Section 2.1(f), Escrow Holder shall not deliver the Escrow Shares to Xx Xxxxxx and shall have no further duties hereunder with respect obligations as Escrow Holder except to disburse the Escrow Shares after the disbursement pursuant to a Joint Notice thereafter received by Escrow Holder and to interplead or destruction otherwise dispose of the Escrow Shares in accordance with this Section 3.1a final and non-appealable order from a court of competent jurisdiction.

Escrow Shares. An amount of Trega Common Stock representing one-fourth (1/4) of the Total Shares to be issued as of the Effective Time (i.e., up to 625,000 shares of Trega Common Stock - the "ESCROW SHARES") shall be delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"). The Escrow Agent Shares shall hold (A) be held in the Escrow Shares until Account for the first anniversary benefit of the consummation of Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement, this Agreement and SCHEDULE 1 attached hereto ("BUSINESS COMBINATION" SCHEDULE 1"), (B) be subject to the conditions, requirements and agreements set forth in this Agreement (including, without limitation, Trega's Lien (as defined in Section 6.1(a) below) and the Registration StatementOffset Right (as defined in Section 6.1(a) below) as set forth in the provisions of Article 6 below and SCHEDULE 1) and (such period, C) not be assignable or transferable unless and until released pursuant to the "ESCROW SHARE PERIOD"). On such first anniversary, terms of the Escrow Agent shallAgreement, upon written instructions from this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Common Holder, disburse each Common Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares to such Common HolderShares; provided, however, -------- that if any and all of the Underwriters do not exercise their over-allotment option following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in fullcash) and instruments and other property received, up receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an "EVENT"). Furthermore, in the event that Trega, at any time or from time to 468,750 time after the Effective Time, shall effect a subdivision of the outstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that treated in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the same manner as such outstanding shares of Trega Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1Stock.

Escrow Shares. The Ten percent (10%) of the Parent Merger Shares, rounded up to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow (the "Escrow") in accordance with the Escrow Agent Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article X (except with respect to breaches of Section 3.2 and Article IV(a) and (b); and as otherwise limited by Section 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article X of this Agreement shall hold be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each HT stockholder shall be jointly and severally liable beyond such holder's allocable portion of the Escrow Shares until solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among the first anniversary holders of the consummation Outstanding HT Shares based on the number of a "BUSINESS COMBINATION" Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each HT stockholder will be determined at the Closing by the agreement in writing of Parent and HT. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding HT Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by the stockholders of HT will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of the Stockholder as the Indemnification Representative (as defined in the Registration Statement) (such periodEscrow Agreement), the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 which is an integral term of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1Merger.

Escrow Shares. The Ten percent (10%) of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Options, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow Agent shall hold Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares until the first anniversary pursuant to Section 3.1 of the consummation Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a "BUSINESS COMBINATION" dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among the holders of the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of Parent and INT'X.xxx. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in the Registration Statement) (such periodEscrow Agreement), the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 which is an integral term of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1Merger.

Escrow Shares. The Escrow Upon each exchange of Company Common Stock or Company Preferred Stock by a holder thereof pursuant to Section 2.4(b), the Exchange Agent shall hold the deliver (and such holder shall be deemed to have received and deposited) such holder’s Escrow Shares until into an escrow account (the first anniversary “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among Parent, Sellers Representative and Key Bank National Association, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit E attached hereto, which will be executed as of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD")Effective Time. On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Such Escrow Shares shall provide security for the satisfaction of claims for indemnification made by the Parent Indemnified Parties pursuant to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Article VII. The Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that retained in the event that Escrow Account until released pursuant to Section 7.2. During the Closing does not occur, then the Escrow Agent shall promptly release period in which the Escrow Shares are retained in the Escrow Account they will be held for the benefit of the Indemnifying Holders (and the Indemnifying Holders shall be entitled to receive cash dividends on, and vote, such Escrow Shares but shall not have any right to possess, alienate or transfer any of such Escrow Shares), unless, until and to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company extent it has been liquidated at determined that any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in Parent Indemnified Party is entitled to retain any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance respect of indemnification claims pursuant to Article VII. In particular, the Escrow Shares will be shown as issued and outstanding on Parent’s financial statements and the applicable stockholders of the Company will be shown as the registered owner of their allocable portion of the Escrow Shares on the certificate(s) evidencing such Escrow Shares (if such shares are certificated) on the books and records of Parent, and any cash dividends or other distributions made with this Section 3.1respect to such Escrow Shares shall be promptly paid to the applicable owner of such Escrow Shares. For avoidance of doubt, the total amount of Escrow Shares placed in the Escrow Account at Closing is 3,325,000.

Escrow Shares. (a) The Escrow Agent shall hold the Escrow Shares until the first anniversary number of shares which is equal to (i) ten percent (10%) of the consummation Total TranSwitch Merger Shares to be issued at the Closing plus (ii) 10% of a $20,000,000 divided by the TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole shares for each holder) (the "BUSINESS COMBINATION" (as defined Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the Registration Statement) (form attached as Exhibit 2.2 with such periodchanges as may be agreed to by TranSwitch, the "ESCROW SHARE PERIOD"). On such first anniversary, Onex and the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's (the "Escrow Agreement") as the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares to such Common Holder; provided, however, that if will be withheld on a pro rata basis from among the Underwriters do not exercise their over-allotment option holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in full, up to 468,750 writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery of the Escrow Shares shall will be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care made on behalf of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or Outstanding Onex Shares in accordance with the provisions hereof, with the same force and effect as if such entity having the right shares had been delivered by TranSwitch directly to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed such holders and subsequently delivered by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable such holders to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation . The adoption of this Agreement by stockholders of Onex will also constitute their approval of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction terms and provisions of the Escrow Shares in accordance with this Section 3.1Agreement, which is an integral term of the Merger.

Escrow Shares. 3.1. GoAmerica hereby agrees to provide to the Escrow Agent, within twenty (20) business days after the date hereof, one or more stock certificates representing the number of Escrow Shares to be held in escrow by the Escrow Agent. Each stock certificate so deposited on behalf of the Shareholders shall be issued in the name of the Escrow Agent, as escrow agent for GoAmerica and the Shareholders. The Escrow Agent acknowledges and agrees, as transfer agent and registrar for GoAmerica, to use its best efforts to process such certificates within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall hold include the initial Escrow Shares deposited by GoAmerica and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or other distributions of any kind made in respect to the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined or other securities held in the Registration Statement) Escrow Account, except cash or taxable in-kind distributions which shall be paid directly to each respective Shareholder (such period, the "ESCROW SHARE PERIODAdditional Escrow Account"). On such first anniversary, shall be held in the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares Account pursuant to such Common Holderthis Agreement; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent Shareholders shall have no further duties hereunder the voting rights with respect to the Escrow Shares after so long as such Escrow Shares are held in escrow. GoAmerica shall take any and all reasonable and necessary steps to allow the disbursement or destruction exercise of such voting rights. While the Escrow Shares remain subject to this Agreement, the Shareholders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. All Escrow Shares to the extent they constitute securities of GoAmerica shall appear as issued and outstanding on the balance sheet of GoAmerica. 3.3. The Shareholders shall be responsible for any tax liability and tax reporting obligations attributable to (a) the placement of the Escrow Shares in the Escrow Account and (b) the payment of any dividends, to the extent paid, or other amounts payable to the Shareholders with respect to the Escrow Shares and shall provide the Escrow Agent with executed and completed Internal Revenue Service Forms W-9. The Shareholders shall be treated as the owner of the property in the Escrow Account for all tax purposes. 3.4. Except as contemplated hereunder, no Escrow Shares or any beneficial interest therein may be pledged, hypothecated, or permitted to suffer any lien or encumbrance by the Shareholders, including by operation of law, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any Shareholder or OutBack, prior to the date the Escrow Agent is required to deliver the Escrow Shares to the Shareholders in accordance with the terms of this Section 3.1Agreement. 3.5. The parties hereto acknowledge that the portion of the Escrow Shares owned by Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx are subject to respective Share Restriction Agreements, in substantially the form attached hereto as Exhibit A, whereby the Company may repurchase such shares upon the occurrence of certain events. The Escrow Agent agrees that within ten (10) days of receipt of written notice from the Company that it has exercised its rights under such Share Restriction Agreements, the Escrow Agent shall release to the Secretary of the Company that portion of the Escrow Shares set forth in the notice, for administration in accordance with the terms of the Share Restriction Agreements and the Joint Escrow Instructions executed in connection therewith.

Escrow Shares. The Escrow Agent shall hold (a) At or prior to the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such periodClosing, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination Issuer and the Company or Shareholder Representative shall enter into an escrow agreement (the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the "Indemnity Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form Agreement") with an escrow agent reasonably acceptable to the Issuer and the Shareholder Representative (the "Indemnity Escrow Agent"), substantially in the form of Exhibit E attached hereto. At the Closing, the Issuer shall issue and deliver to the Indemnity Escrow Agent to hold pursuant to the terms of the Indemnity Escrow Agreement stock certificates issued in the name of each Principal Company Shareholder representing the number of shares of Issuer Common Stock (the "Indemnity Escrow Shares") otherwise issuable to such Principal Company Shareholder in the Share Exchange, but not delivered to such Principal Company Shareholder at the Closing pursuant to Section 1.05(a)(ii)(A). In connection with such deposit of the Indemnity Escrow Shares with the Indemnity Escrow Agent, that each Principal Company Shareholder will be deemed to have received and deposited with the Indemnity Escrow Agent such transaction is then being consummatednumber of shares of Issuer Common Stock. (b) At or prior to the Closing, release the Principal Company Shareholders and the Shareholder Representative shall enter into an escrow agreement (the "Expense Escrow Agreement"; and together with the Indemnity Escrow Agreement, the "Escrow Agreements") with an escrow agent reasonably acceptable to the Principal Company Shareholders and the Shareholder Representative (the "Expense Escrow Agent"), substantially in the form of Exhibit F attached hereto. At the Closing, the Issuer shall issue and deliver to the Expense Escrow Agent to hold pursuant to the terms of the Expense Escrow Agreement stock certificates issued in the name of each Principal Company Shareholder representing the number of shares of Issuer Common Stock (the "Expense Escrow Shares") otherwise issuable to such Principal Company Shareholder in the Share Exchange, but not delivered to such Principal Company Shareholder at the Closing pursuant to Section 1.05(a)(ii)(B). In connection with such deposit of the Expense Escrow Shares with the Expense Escrow Agent, each Principal Company Shareholder will be deemed to have received and deposited with the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Expense Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction such number of the Escrow Shares in accordance with this Section 3.1shares of Issuer Common Stock.

Escrow Shares. The Escrow Agent shall hold the Escrow (a) A number of Total TranSwitch Common Shares until the first anniversary equal to 10% of the consummation of a "BUSINESS COMBINATION" quotient obtained by dividing the Aggregate Consideration by the Average Price (as defined in rounded up to the Registration Statementnearest whole share) (such period, shares are the "ESCROW SHARE PERIODIndemnification --------------- Escrow Shares"). On such ) will be deposited and held in escrow in accordance with the ------------- Escrow Agreement attached as Exhibit 2.2 (the "Escrow Agreement") as the first anniversary---------------- source, but not the Escrow Agent shallsole source, upon written instructions from each Common Holder, disburse each Common Holder's of indemnification payments that may become due to TranSwitch pursuant to Article X. The number of Indemnification Escrow Shares to such be so withheld from the Total TranSwitch Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up Shares otherwise distributable to 468,750 each of the Escrow holders of the Outstanding Horizon Shares shall be released equal to 10% of the Company upon written instruction from quotient obtained by dividing the Company and; shall thereafter be cancelled; provided further, however, that in Aggregate Consideration for such Stockholder by the event that Average Price. The delivery of the Closing does not occur, then the Escrow Agent shall promptly release the Indemnification Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care will be made on behalf of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or Outstanding Horizon Shares in accordance with the provisions hereof, with the same force and effect as if such entity having the right shares had been delivered by TranSwitch directly to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed such holders and subsequently delivered by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable such holders to the Escrow Agent. (b) A number of the Total TranSwitch Common Shares equal to 50% of the quotient obtained by dividing the Aggregate Consideration by the Average Price (which number shall include the Indemnification Escrow Shares), that such transaction is then being consummated, release rounded up to the nearest whole share (the "Goals Escrow Shares") will be deposited and ------------------- held in escrow in accordance with the Escrow Agreement as the sole source of payments that may become due to TranSwitch pursuant to Article XI. The number of Goals Escrow Shares (excluding the Indemnification Escrow Shares that will be added to the Goals Escrow Shares as provided in the Escrow Agreement), to be so withheld from the Total TranSwitch Common Holders immediately prior and subject Shares otherwise distributable to consummation each Stockholder hereunder shall be equal to 40% of the transaction so that they can similarly participatequotient obtained by dividing the Aggregate Consideration for such Stockholder by the Average Price. The Escrow Agent shall have no further duties hereunder with respect to delivery of the Goals Escrow Shares after the disbursement or destruction will be made on behalf of the Escrow holders of the Outstanding Horizon Shares in accordance with this Section 3.1the provisions hereof, with the same force and effect as if such shares has been delivered by TranSwitch directly to such holders and subsequently delivered to the Escrow Agent.

Escrow Shares. The Escrow Agent Each Company Stockholder shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined deliver an Assignment Separate from Certificate in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Companyform attached hereto as Exhibit E, in form reasonably acceptable blank, to the Escrow Agent, that to hold such transaction is then being consummatedAssignment Separate from Certificate, release along with the certificate(s) evidencing the Escrow Shares (if the Escrow Shares are certificated), in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Each Company Stockholder that executes or otherwise approves this Agreement acknowledges by such execution or approval that the Escrow Agent, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Each Company Stockholder that executes or otherwise approves this Agreement agrees by such execution or approval that if the Escrow Agent, resigns as escrow holder for any or no reason, Acquiror’s board of directors shall have the power to appoint a successor (reasonably satisfactory to the Common Holders immediately prior and subject Stockholders’ Agent) to consummation serve as escrow holder pursuant to the terms of this Agreement. The applicable Company Stockholder will be shown as the registered owner of the transaction so that they can similarly participate. The applicable Escrow Agent Shares on the certificate(s) evidencing such Escrow Shares (if the Escrow Shares are certificated) and on the books and records of Acquiror and shall have no further duties hereunder all rights with respect to the such Escrow Shares after during the disbursement period of time in which such shares have not been transferred or destruction repurchased and are held by the escrow holder (including, without limitation, the right to vote such shares and the right to receive on a current basis any cash dividends or other distributions made with respect to such Escrow Shares), except the right of possession or Transfer thereof. The parties hereto agree that the applicable Company Stockholder is the owner of the Escrow Shares in accordance with issued to such Company Stockholder pursuant to this Section 3.1Agreement and held by the escrow holder.

Escrow Shares. The An amount of Agouron Common (the "Escrow Agent shall hold Shares") representing twenty percent (20%) of the aggregate number of Agouron Common, and when exercised (the date of exercise hereinafter referred to as the "Exercise Date") the Agouron Common underlying the assumed Target Options and Target Warrants received in the Merger, shall, pursuant to this Agreement be delivered by Agouron promptly following the Effective Time, or the Exercise Date as the case may be, into the "Escrow Fund" as defined in, and pursuant to the terms of the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" Agreement attached hereto as Exhibit B (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIODEscrow Agreement"). On such first anniversaryDuring the period that Agouron Common remains in the Escrow, the exercise of any Target Option or Target Warrant will require the deposit into the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 Fund of twenty percent (20%) of the resulting Agouron Common issued. If a holder of Target Common, Target Option or Target Warrant does not execute the Escrow Agreement, the shares of Agouron Common which would have been placed in escrow will be held by Agouron and released upon the same conditions as required by the Escrow Agreement. The Escrow Shares shall be held in the Escrow Fund and released therefrom when and as provided by the Escrow Agreement and this Agreement, subject to the Company upon written instruction from conditions, requirements and agreements set forth in this Agreement (including, without limitation, the Company and; shall thereafter indemnification provisions), and not be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company assignable or transferable unless and until released pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release Agreement and this Agreement. At the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction final settlement of the Escrow Shares Fund, the number of shares of Agouron Common attributable to each outstanding Target Option or Target Warrant will be adjusted to equal the number of shares the holder of such shares would have received if the Target Options or Target Warrants had been exercised at the Closing Date of the Merger and placed in accordance with this Section 3.1the Escrow Fund.

Escrow Shares. On the Closing Date, Buyer shall deliver the sum of $2,475,000 in the form of certificates representing shares (the "Escrow Shares") of its Common Stock, into an escrow account (the "Escrow Account") to be established for the benefit of Buyer as security for the performance of Seller's indemnification obligations hereunder. The escrow of Escrow Shares shall be made pursuant to the terms of an escrow agreement to be entered into by and among Buyer, Seller and an escrow agent (the "Escrow Agent") to be mutually acceptable to Seller and Buyer, in a form mutually and reasonably acceptable to Buyer and Seller (the "Escrow Agreement"). The number of Escrow Shares to be issued by Buyer hereunder (the "Indemnification Escrow Shares") shall be equal to the quotient derived by dividing the sum of $1,500,000 (the "Indemnification Escrow") and $975,000 (the "Purchase Price Adjustment Escrow") by the closing price for the Common Stock on the Nasdaq National Market System on the business day immediately preceding the Closing Date, rounded to the nearest whole share. Upon consummation of the Closing, Seller and the Founders when and to the extent any Founders' Shares are delivered to the Escrow Agent shall hold become shareholder(s) of Buyer with respect to the Escrow Shares until the first anniversary and shall have all of the consummation rights of a "BUSINESS COMBINATION" (as defined in shareholder with respect to all such shares, including the Registration Statement) (right to vote such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares and to such Common Holderreceive all dividends and other distributions paid with respect thereto; provided, however, that if during the Underwriters do not exercise their over-allotment option in fullterm of the escrow, up neither Seller nor the Founders shall sell, transfer, pledge, hypothecate or otherwise encumber any Escrow Shares. Subject to 468,750 the terms and conditions of the Escrow Agreement, Seller shall be entitled to delivery of certificates representing that portion of the Escrow Shares shall be released attributable to the Company upon written instruction from Purchase Price Adjustment Escrow (the Company and; shall thereafter be cancelled; provided further, however, that "Purchase Price Escrow Shares") in accordance with the event that provisions of Section 1.06 hereof. Seller and the Closing does not occur, then Founders to the extent any Founders' Shares are delivered to the Escrow Agent shall promptly release the Escrow Shares be entitled to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation delivery of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction portion of the Escrow Shares attributable to the Indemnification Escrow (the "Indemnification Escrow Shares") eighteen months after the Closing Date, subject to a pro rata holdback of Indemnification Escrow Shares then equal in accordance with this value to (i) 130 percent of any then existing indemnification claims as measured by the closing sale price for the Common Stock eighteen months after the Closing Date or the next succeeding trading day if such date is not a day on which the Common Stock trades less (ii) the amount of the Indemnification Threshold as defined in Section 3.19.06 which has not been applied against prior indemnification claims.

Escrow Shares. (a) At the Closing, pursuant to an Indemnity and Escrow Agreement, substantially in the form attached hereto as Exhibit B (the "Escrow Agreement"), the parties shall establish an escrow (the "Escrow Fund") comprised of 54,372 shares of SCB Common Stock (the "Escrow Shares"), which represents 10% of the Merger Consideration issuable to the PTI Shareholders at the Effective Time pursuant to Section 3.1. The Escrow Agent Shares shall hold be maintained in escrow for the purposes of satisfying claims by SCB for indemnification under Article 9 and the Escrow Agreement until such time (but in no event later than July 29, 1999 except as provided in the Escrow Agreement) as the independent public accounting firm for SCB shall have issued its audit report on the SCB financial statements as of and for the fiscal year ending April 30, 1999 (the "Escrow Period"). (b) Upon expiration of the Escrow Period, and subject to the terms of Section 3.2(c) and Article 9 and the Escrow Agreement, the escrow agent under the Escrow Agreement (the "Escrow Agent") shall deliver or cause to be delivered to each PTI Shareholder a certificate representing the number of shares of SCB Common Stock comprising such PTI Shareholder's portion of the Escrow Shares until determined pro rata in proportion to the first anniversary number of shares of SCB Common Stock received by such PTI Shareholder in the Merger (the "Pro Rata Portion"). (c) If, upon expiration of the consummation Escrow Period, SCB shall have asserted a claim for indemnity in accordance with the Escrow Agreement and such claim is pending or unresolved at the time of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversaryexpiration, the Escrow Agent shallshall retain in escrow, upon written instructions and withhold from delivery to each Common HolderPTI Shareholder, disburse each Common HolderPTI Shareholder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 Pro Rata Portion of the Escrow Shares shall be released value of the asserted amount of the claim until such matter is resolved. If it is finally determined that SCB is entitled to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided furtherrecover on account of such claim, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver or cause to be delivered to SCB that number of Escrow Shares equal to the amount due and payable with respect to such Common Holderclaim (applied against each PTI Shareholder's Pro Rata Portion). The remainder of each PTI Shareholder's Pro Rata Portion, if any, following any delivery of Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares SCB in accordance with this Section 3.13.2(c) and the Escrow Agreement, shall be delivered to each PTI Shareholder pursuant to this Agreement, without interest. For purposes of this Section 3.2(c), a final determination with respect to a claim will occur only as provided in the Escrow Agreement. For purposes of this Section 3.2 and Article 9, each Escrow Share shall be deemed to have a value equal to the Average Price, and such value shall apply throughout the duration of the Escrow Period. (d) The right to receive Escrow Shares upon expiration of the Escrow Period is an integral part of the Merger Consideration, and shall not be transferable or assignable by, but shall inure to the benefit of the heirs, representatives, or estate of, any PTI Shareholder.

Escrow Shares. 3.1. GOAM hereby agrees to provide to the Escrow Agent, within three (3) business days after the date hereof, one or more stock certificates representing the number of Escrow Shares, to be held in escrow by the Escrow Agent. Each stock certificate so deposited on behalf of the Stockholders shall be issued in the name of the Escrow Agent, as escrow agent for GOAM and the Stockholders. The Escrow Agent acknowledges and agrees, as transfer agent and registrar for GOAM, to use its best efforts to process such certificates on behalf of GOAM within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall hold include the initial Escrow Shares deposited by GOAM and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or other distributions of any kind made in respect to the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" Shares, except cash dividends which shall be paid directly to each respective Stockholder (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIODAdditional Escrow Account"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares shall be held in escrow pursuant to such Common Holderthis Agreement; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent Stockholders shall have no further duties hereunder the voting rights with respect to the Escrow Shares after so long as such Escrow Shares are held in escrow. GOAM shall take any and all reasonable and necessary steps to allow the disbursement or destruction exercise of such voting rights. While the Escrow Shares remain subject to this Agreement, the Stockholders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. 3.3. The Stockholders shall be responsible for any tax liability and tax reporting obligations attributable to (a) the placement of the Escrow Shares in the Escrow Account and (b) the payment of any dividends, to the extent paid, or other amounts payable to the Stockholders with respect to the Escrow Shares and shall provide the Escrow Agent with executed and completed Internal Revenue Service Forms W-9. 3.4. Except as contemplated hereunder, no Escrow Shares or any beneficial interest therein may be pledged, hypothecated, or permitted to suffer any lien or encumbrance by the Stockholders or Hotpaper, including by operation of law, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any Stockholder or Hotpaper, prior to the date the Escrow Agent is required to deliver the Escrow Shares to the Stockholders in accordance with the terms of this Section 3.1Agreement.

Escrow Shares. (a) The Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released used by Buyer to satisfy Damages which are subject to Sellers’ indemnification to Buyer under Section 8.2. Following the procedures of Section 8.5, all Indemnity Claims received and resolved in accordance with Section 8.5 prior to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that third anniversary of the Closing does not occur, then Date (the “Escrow Agent Termination Date”) shall promptly release reduce the Escrow Shares then retained by Buyer by an amount equal to the Common Holders; provided furtheramount paid or otherwise incurred by Buyer, howeverincluding all expenses incurred as defined in Section 8.5, divided by the Indemnity Stock Price and, if the Preferred Stock has not been converted as of that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combinationtime, then the divided by 100. Buyer shall not be able to reclaim Escrow Agent shall deliver such Common Holder's Shares once released to Sellers even if there are not enough remaining Escrow Shares to satisfy the care Indemnity Claim. The Escrow Shares shall be allocated among the Sellers in the percentages set forth on Exhibit A, all in accordance with the terms and conditions of the Company; provided furtherEscrow Agreement to be entered into at the Closing between Buyer, however, that if the Escrow Agent is notified by the Company Sellers’ Representative appointed pursuant to Section 6.6 hereof 9.19 and Continental Stock Transfer & Trust Company (“Continental”), as Escrow Agent, in the form annexed hereto as Exhibit J (the “Escrow Agreement”). (b) Buyer will promptly notify Sellers’ Representative in writing if Buyer desires to deduct any Escrow Shares (a “Claim Notice”). If the Sellers’ Representative fails to give a written objection as to a Claim Notice to Buyer within thirty (30) days after that Claim Notice is given to Sellers’ Representative, Buyer may pay the Company has been liquidated at any time during Indemnity Claim and reduce the Escrow Share PeriodShares pursuant to subsection (a) above. If Sellers’ Representative timely objects in writing, then Buyer will not pay the Claim or be entitled to reduce the Escrow Agent Shares for that purpose until a resolution is reached by Buyer and Sellers’ Representative in accordance with the procedure set forth in Article 8. If Sellers’ Representative and Buyer are unable to agree as to the payment of any Claim pursuant to Article 8, Sellers’ Representative and Buyer shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having each have the right to exchange their securities for cash, securities or other property, then arbitrate the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer resolution of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1disputed Indemnity Claim.

Escrow Shares. The Escrow Agent shall hold (a) Subject to the terms and conditions set forth in this Agreement and the Escrow Agreement, one million (1,000,000) Escrow Shares until will be set aside and allocated as agreed upon by Parent and the first anniversary Company, including for the benefit of some or all of the consummation Non-Redeeming Parent Stockholders. (b) In the event of a "BUSINESS COMBINATION" PIPE Investment, a number of Escrow Shares equal to (as defined i) 8,333,333 multiplied by (ii) a fraction, (A) the numerator of which will be the lesser of (y) the PIPE Investment Amount and (z) $125,000,000 and (B) the denominator of which will be $125,000,000 (the “PIPE Protection Shares”), will be set aside for the benefit of the PIPE Investors and will be allocable to the PIPE Investors pursuant to the PIPE Subscription Agreements and the Escrow Agreement. The PIPE Protection Shares will be the only shares of Parent Class A Stock in the Registration Statement) (such period, Escrow Account set aside for the "ESCROW SHARE PERIOD")benefit of the PIPE Investors. On such first anniversaryThe PIPE Protection Shares will be held in the Escrow Account and disbursed in accordance with the terms of this Agreement, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Agreement and the PIPE Subscription Agreements (including any vesting terms applicable to Escrow Shares contained therein). (c) Subject to such Common Holder; providedSection 3.03(a) and Section 3.03(b), howeverthe remaining portion of the Escrow Shares, that if including any remaining PIPE Protection Shares not allocated pursuant to Section 3.03(b) (the Underwriters do not exercise their over“Additional Shares”) will be set aside and allocated as agreed upon by Parent and the Company, including, in case the PIPE Investment Amount is less than $125,000,000, for the benefit of some or all of the Non-allotment option Redeeming Parent Stockholders. If Parent and the Company fail to agree upon an allocation of the Additional Shares, then all of the Additional Shares will be allocated for the benefit of the Non-Redeeming Parent Stockholders. The Additional Shares will be held in fullthe Escrow Account and disbursed in accordance with the terms of this Agreement, up the Escrow Agreement and as may be agreed upon by Parent and the Company. (d) Following the expiration of the Protection Period, subject to 468,750 Section 3.03(a), Section 3.03(b) and Section 3.03(c), should any of the Escrow Shares shall be released remain, then Parent and the Company will, as soon as practicable, instruct the Escrow Agent to distribute such Escrow Shares pro rata to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1Stockholders.

Escrow Shares. The At the Effective Time, Tellium shall deliver to the Stockholder Representative who shall simultaneously deliver to an independent escrow agent designated by Tellium and reasonably acceptable to Astarte (the "Escrow Agent shall hold Agent"), ------------ 1,350,000 shares of Tellium Common Stock issued in the Escrow Shares until the first anniversary name of the consummation of a "BUSINESS COMBINATION" Stockholder Representative (as defined in the Registration StatementSection 10.3(c) below) (such periodthe "Escrow Shares") for ------------- the benefit of the Astarte Stockholders to be held and applied in accordance with Article X herein and the Escrow Agreement by and among Tellium, the Stockholder Representative (as defined below) and the Escrow Agent to be entered into at the Effective Time in the form attached hereto as Exhibit D (the "ESCROW SHARE PERIODEscrow --------- ------ Agreement"). On such first anniversaryBy virtue of their approval of this Agreement under the Colorado --------- Corporation Law, the Astarte Stockholders shall be deemed to (i) have approved and agreed to the delivery of 1,350,000 shares of Tellium Common Stock to the Escrow Agent shallby the Stockholder Representative, upon written instructions from each Common Holder(ii) have approved and agreed to the Escrow Agreement and its terms and conditions, disburse each Common Holder's including the indemnification of the Stockholder Representative and delivery to Tellium of any Escrow Shares and dividends and distributions with respect thereto that are payable to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of Tellium under the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then Agreement and (iii) direct Tellium and the Escrow Agent shall promptly release to deliver to the Stockholder Representative for delivery to the Astarte Stockholders of any Escrow Shares and dividends and distributions with respect thereto that are payable to the Astarte Stockholders under the Escrow Shares Agreement. Article IV ---------- Representations and Warranties of Astarte ----------------------------------------- Except as set forth in the disclosure schedule delivered by Astarte to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care Tellium and dated as of the Company; provided furtherdate above (the "Astarte Disclosure Schedule"), however, that if the Escrow Agent is notified by the Company pursuant --------------------------- Astarte hereby represents and warrants to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination each of Tellium and the Company or as set forth in this Article IV. The Astarte Disclosure Schedule shall be organized in paragraphs corresponding to the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results numbered Sections in this Article IV and the disclosures in any of paragraph shall only qualify the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, corresponding Section in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.Article IV:

Escrow Shares. The Ten percent (10%) of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Options, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow Agent shall hold Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares until the first anniversary pursuant to Section 3.1 of the consummation Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a "BUSINESS COMBINATION" dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in the Registration StatementSection 2.4 below) (delivered by such period, the "ESCROW SHARE PERIOD")stockholder. On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's The Escrow Shares to such Common Holder; provided, however, that if will be withheld on a pro rata basis among the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing to such entity having holders. The exact number of Escrow Shares held for the right to exchange their securities for cash, securities or other property, then account of each INT'X.xxx stockholder will be determined at the Escrow Agent will, upon receipt of a certificate, executed Closing by the Chief Executive Officer or Chief Financial Officer agreement in writing of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.Parent

Escrow Shares. The Escrow Agent Upon Closing, Parent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release deliver the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after Escrow Agent to be held as collateral to secure any Claims of the consummation of a Business Combination, then Parent Indemnified Parties pursuant to Article VII or Parent pursuant to Section 2.3(c). The Escrow Shares will be held by the Escrow Agent on behalf of the Participating Stockholders until the date that is 12 months after the Closing Date (the “Escrow Period”), after which the remaining Escrow Fund, if any, shall deliver such Common Holder's Escrow Shares be delivered to the care of Exchange Agent, and into the Company; provided furtherIndemnification Consideration Exchange Fund, howeverto be distributed to the Participating Stockholders in accordance with their respective Participating Stockholder Pro Rata Percentages. Each Participating Stockholder agrees, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at without any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity further act of such Business Combination subsequently consummates a liquidationParticipating Stockholder, merger, stock exchange or other similar transaction which results in any of to have consented to and approved the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction use of the Escrow Shares as collateral as set forth herein. In the event that Parent declares a dividend on Parent Ordinary Shares, with respect to any Parent Ordinary Shares held as part of the Escrow Shares, Parent shall pay any dividends payable with respect to such Parent Ordinary Shares to the Exchange Agent, and in to the Indemnification Consideration Exchange Fund, for the benefit of the Participating Stockholders upon the expiration of the Escrow Period and in accordance with this Section 3.1the Participating Stockholders’ respective Participating Stockholder Pro Rata Percentages.

Escrow Shares. The Escrow Agent shall hold (a) Prior to the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such periodEffective Time, the "ESCROW SHARE PERIOD"). On such first anniversaryParent, the Escrow Agent shall, upon written instructions from each and the Stockholder Representative shall enter into the Escrow and Indemnity Agreement in the form attached hereto as Exhibit C (the "ESCROW AND INDEMNITY AGREEMENT") to establish an escrow of certain shares of Parent Common Holder, disburse each Common Holder's Escrow Shares Stock to such Common Holder; provided, however, that if fund certain indemnification obligations of the Underwriters do not exercise their over-allotment option in full, up to 468,750 Stockholders of Target (the "ESCROW"). Approval of this Agreement by the Stockholders of Target at the Target Meeting shall constitute approval of (i) the establishment of the Escrow Shares shall be released to contemplated by the Company upon written instruction from Escrow and Indemnity Agreement, (ii) the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then appointment of the Escrow Agent shall promptly release and the Stockholder Representative and (iii) the actions taken by the Stockholder Representative and the Escrow Agent in accordance with this Agreement and the Escrow and Indemnity Agreement, as the case may be. (b) As soon as practicable after the Effective Time, and in any event within five (5) business days after the Effective Time, the Escrow Shares to the (plus a proportionate share of any additional shares of Parent Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder Stock as may be issued with respect to the Escrow Shares after Balance upon any stock splits, stock dividends or other recapitalizations effected by Parent following the disbursement or destruction Effective Time), without any act of any Stockholder of Target, will be deposited in the Escrow with the Escrow Agent, such deposit to be governed by the terms set forth in the Escrow and Indemnity Agreement. The portion of the Escrow Shares applicable to each Stockholder of Target shall be in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled under Section 2.1. The Escrow Shares shall be held by the Escrow Agent and distributed to Parent or the former Stockholders of Target in accordance with this Section 3.1the terms of the Escrow and Indemnity Agreement. (c) The right to receive the Escrow Shares pursuant to the Escrow and Indemnity Agreement (i) shall not be transferable by the Stockholders of the Target otherwise than (A) by will or (B) by the laws of descent and distribution and (ii) shall not be represented by any form of certificate or instrument. The books and records of Parent shall reflect the fact that the Stockholders of Target are the beneficial owners of the Escrow Shares, subject to the Escrow and Indemnity Agreement.

Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

Escrow Shares. The (a) Upon the Closing, subject to the terms and conditions set forth herein, PubCo shall cause each Company Shareholders to deposit a portion of its pro rata Closing Payment Stock in aggregate of 500,000 shares of Purchaser Common Stock (collectively, the “Escrow Shares”) to be held in escrow pursuant to Section 4.5(b) below until released if the requirements as set forth in Section 4.5(c) are achieved or otherwise forfeited and cancelled. (b) At or prior to the Merger, Parent, a representative that is duly appointed by the Company Shareholders as their representative (the “Shareholder Representative”) and an escrow agent reasonably acceptable to the Company and Parent (the “Escrow Agent”) shall enter into an escrow agreement, effective as of the Effective Time (the “Escrow Agreement”), pursuant to which, at the Effective Time, PubCo shall cause the Company Shareholders to deposit with the Escrow Agent shall hold the Escrow Shares until on a pro rata basis based on the first anniversary number of Company Common Stock (other than Company Excluded Shares) they hold as of immediately prior to the Effective Time in a segregated escrow account (the “Escrow Account”), by book entry or otherwise, to be disbursed therefrom in accordance with this Agreement and the Escrow Agreement. The Escrow Shares will be issued in the name of the consummation relevant Company Shareholder and remain as issued and outstanding on PubCo’s balance sheet and register of a "BUSINESS COMBINATION" (as defined in members and will be legally outstanding under the Registration Statement) (such periodDGCL. Any dividends, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares distributions or other income paid on or otherwise accruing to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released distributed by the Escrow Agent for payment to the Company upon written instruction from Shareholders on a current basis. While the Escrow Shares are held in the Escrow Account, the Company and; Shareholders, as the registered shareholder, shall thereafter be cancelled; provided furtherentitled to vote all Escrow Shares. (c) The Escrow Shares shall be released or otherwise forfeited as follows: (i) The Escrow Shares will become vested, however, that in the event that the Closing does not occur, then and PubCo shall instruct the Escrow Agent shall promptly to irrevocably and unconditionally release the Escrow Shares from the Escrow Account in accordance this Section 4.5(c)(i) and the Escrow Agreement to the Common Holders; provided furtherCompany Shareholders with their respective portion as set forth in the Closing Consideration Spreadsheet if and only if, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares prior to the care or upon one-year anniversary of the Company; provided furtherdate of this Agreement, howeverthe U.S. Congress has granted Full Approval of the affordable connectivity program (the “ACP Program”). For the purpose of this Agreement, that if “Full Approval” means the Escrow Agent is notified approval by the Company pursuant to Section 6.6 hereof that U.S. Congress for funding of no less than $4 billion for the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1ACP Program.

Escrow Shares. The Escrow Agent shall hold (a) Prior to the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such periodEffective Time, the "ESCROW SHARE PERIOD"). On such first anniversaryParent, the Escrow Agent shall, upon written instructions from each and the Stockholder Representative shall enter into the Escrow and Indemnity Agreement in the form attached hereto as Exhibit C (the "ESCROW AND INDEMNITY AGREEMENT") to establish an escrow of certain shares of Parent Common Holder, disburse each Common Holder's Escrow Shares Stock to such Common Holder; provided, however, that if fund certain indemnification obligations of the Underwriters do not exercise their over-allotment option in full, up to 468,750 Stockholders of Target (the "ESCROW"). Approval of this Agreement by the Stockholders of Target at the Target Meeting shall constitute approval of (i) the establishment of the Escrow Shares shall be released to contemplated by the Company upon written instruction from Escrow and Indemnity Agreement, (ii) the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then appointment of the Escrow Agent shall promptly release and the Stockholder Representative and (iii) the actions taken by the Stockholder Representative and the Escrow Agent in accordance with this Agreement and the Escrow and Indemnity Agreement, as the case may be. (b) As soon as practicable after the Effective Time, and in any event within five (5) business days after the Effective Time, the Escrow Shares to the (plus a proportionate share of any additional shares of Parent Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder Stock as may be issued with respect to the Escrow Shares after Balance upon any stock splits, stock dividends or other recapitalizations effected by Parent following the disbursement or destruction Effective Time), without any act of any Stockholder of Target, will be deposited in the Escrow with the Escrow Agent, such deposit to be governed by the terms set forth in the Escrow and Indemnity Agreement. The portion of the Escrow Shares applicable to each Stockholder of Target shall be in accordance with this proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled under Section 3.1.2.1. The Escrow

Escrow Shares. The Escrow Agent Section 2.7.1.1 At the Closing, to provide funds for the satisfaction of any claims for indemnification made by Parent Indemnitees pursuant to Article 10 of this Agreement, Parent shall hold the Escrow Shares until the first anniversary deliver Six Million Dollars ($6,000,000) in value of the consummation of a "BUSINESS COMBINATION" aggregate Stock Consideration to which each Stockholder (as defined in the Registration Statement) (such periodeach, an “Escrow Participant” and collectively, the "ESCROW SHARE PERIOD"“Escrow Participants”) is entitled pursuant to this Article 2 (collectively, the “Escrow Shares”) to an escrow account (the “Escrow Account”) to be established by Parent with U.S. Bank Trust National Association (the “Escrow Agent”). On such first anniversary, to be held by the Escrow Agent shallpursuant to the terms of an escrow agreement, upon written instructions from each Common Holder, disburse each Common Holder's substantially in the form attached hereto as Exhibit F (the “Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of Agreement”). Section 2.7.1.2 The certificate representing the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that retained in the event that Escrow Account until released pursuant to Section 2.7.2 below. During the Closing does not occur, then the Escrow Agent shall promptly release period in which the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then are retained in the Escrow Agent shall deliver such Common Holder's Escrow Shares to Account, they will be held for the care benefit of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing registered holders of the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security registered holders of the Company or such entity having the right shall be entitled to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release vote the Escrow Shares and to receive the Common Holders immediately prior and subject to consummation economic benefit of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder any dividends paid with respect to the Escrow Shares after the disbursement or destruction of until it has been determined conclusively that a Parent Indemnitee is entitled to retain the Escrow Shares in accordance with this respect of indemnification claims pursuant to Section 3.110.2 hereof (it being understood that any cash dividends paid on such shares, and any taxable non-cash dividends paid on such shares, shall be distributed currently to the applicable Escrow Participant and any tax-free non-cash dividends paid on such shares shall continue to be held in the Escrow Account for the benefit of the Escrow Participants). From and after the Closing Date, unless and until it is determined that a Parent Indemnitee is entitled to retain the Escrow Shares in respect of indemnification claims, the Escrow Shares shall appear as issued and outstanding on the balance sheet of Parent.

Escrow Shares. The Escrow Agent Prior to the Effective Date, Parent shall hold appoint a bank or trust company or other entity reasonably satisfactory to the Escrow Shares until Company Shareholder Representative to act as the first anniversary of the consummation of a "BUSINESS COMBINATION" escrow agent (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIODEscrow Agent"), and shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit C (the "Escrow Agreement"). On such first anniversarythe Closing Date, Parent shall deliver to the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's a certificate representing the Escrow Shares. The Escrow Shares shall be held by the Escrow Agent exclusively for the purpose of satisfying, on an exclusive basis, the Company Shareholders' indemnity obligations pursuant to Section 9.2(a) hereof. Except to the extent such Common Holder; providedshares are to be released pursuant to the terms and conditions of the Escrow Agreement, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be held by the Escrow Agent for a period of twelve (12) months after the Closing Date (the "Escrow Period"). The Escrow Shares that have not been released pursuant to the Escrow Agreement prior to the termination of the Escrow Period shall be delivered to Company Shareholders promptly following the expiration of the Escrow Period, such that each Company Shareholder will receive its Pro Rata Portion to be Paid of the remaining Escrow Shares. All Escrow Shares that are not released to Company Shareholders at the expiration of the Escrow Period shall be promptly released by the Escrow Agent upon the final determination of Claims by Parent pursuant to Section 9.2(a) that are outstanding at the end of the Escrow Period and payment of shares due to the Company upon written instruction from Shareholder Representative pursuant to Section 2.15(e). During the Company and; shall thereafter be cancelled; provided further, however, that period in the event that the Closing does not occur, then the Escrow Agent shall promptly release which the Escrow Shares to the Common Holders; provided furtherare retained in escrow, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant Shareholders shall be entitled to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing vote the Escrow Shares; provided further, howeverand shall be entitled to receive cash dividends, that ifif any, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable paid thereon pursuant to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction terms of the Escrow Shares in accordance with this Section 3.1Agreement.

Escrow Shares. The Escrow Agent shall hold (a) At the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such periodClosing, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be placed and held in escrow (the "Escrow") in accordance with the terms of an Escrow Agreement ("Escrow Agreement") by and among the parties hereto and Xxxxxxxxxxx & Xxxxxxxx LLP, as escrow agent (the "Escrow Agent"), a copy of which Escrow Agreement is attached hereto as Exhibit 1.3 and is incorporated herein by reference. The parties hereto acknowledge and agree that the execution of this Agreement by each of such parties constitutes their acceptance of the terms of the Escrow Agreement, and such Escrow Agreement shall become effective upon execution of this Agreement by the parties hereto and execution of the Escrow Agreement by the Escrow Agent. The parties hereto further acknowledge and agree that, subsequent to the Closing Date, the Escrow Shares shall be transferred from Xxxxxxxxxxx & Xxxxxxxx LLP, as Escrow Agent, to Continental Stock Transfer & Trust Company ("Continental"), which shall, upon such transfer and upon acceptance by Continental of such shares, replace Xxxxxxxxxxx & Xxxxxxxx LLP as the Escrow Agent and shall be substituted in all respects as the Escrow Agent under the terms of the Escrow Agreement. (b) The Escrow Shares that have not otherwise been released from Escrow pursuant to Section 1.2 shall be released from Escrow no later than March 1, 2001 as follows: (i) The aggregate number of Escrow Shares to be released from Escrow in accordance with this Section 1.3(b) shall be equal to the number obtained by multiplying (A) the product of (x) the number of Escrow Shares that remain in Escrow as of the date of the calculations referred to in this Section 1.3(b) times (y) the percentage of Escrow Shares to be released to the Company upon written instruction Stockholders and additional shares of THINK Stock to be issued to the Stockholders, if any, as determined in accordance with Section 1.3(b)(ii), times (B) the percentage of Escrow Shares to be released to the Stockholders and additional shares of THINK Stock to be issued to the Stockholders, if any, as determined in accordance with Section 1.3(b)(iii), which product shall equal the number of Escrow Shares to be released from Escrow to the Company andStockholders, with any remaining Escrow Shares being released to THINK; shall thereafter be cancelled; provided furtherPROVIDED, howeverHOWEVER, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the number of Escrow Shares to be released from Escrow as determined pursuant to this Section 1.3(b) is greater than the Common Holders; provided furthernumber of shares that remain in Escrow as of such date, however, that if a Common Holder does not provide written instructions within ninety days after THINK shall issue to the consummation Stockholders additional shares of a Business Combination, then THINK Stock in an amount equal to the Escrow Agent shall deliver such Common Holder's difference between the number of shares of THINK Stock required to be delivered to the Stockholders pursuant to this Section 1.3 and the total number of Escrow Shares to the care that remains in Escrow as of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity date of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1delivery.

Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the first anniversary At Closing, fifteen percent (15%) of the consummation of a "BUSINESS COMBINATION" Parent Merger Shares, rounded up to the nearest whole share (as defined in the Registration Statement“Escrow Shares”) will be deposited by the Stockholders into escrow, such deposit to constitute an escrow account (such period, the "ESCROW SHARE PERIOD"“Escrow Account”). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 Each Stockholder’s portion of the Escrow Shares shall be released to determined based on their respective pro rata portion of the Company upon written instruction from Parent Merger Shares issued at Closing (each such Stockholder’s “Pro Rata Percentage”). The Escrow Account shall be governed by the Company and; shall thereafter be cancelled; provided further, however, that in terms hereof and the event that the Closing does not occur, then terms of the Escrow Agent Agreement attached as EXHIBIT 2.2(A) (the “Escrow Agreement”). The Escrow Account shall promptly release serve as the Escrow Shares first source, but not the sole source, of indemnification payments that may become due to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company Parent pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate8.1(a). The Escrow Agent shall have no further duties hereunder with respect to Shares will be withheld on a pro rata basis among the Stockholders. The exact number of Escrow Shares after held for the disbursement or destruction account of each Stockholder is set forth on EXHIBIT 2.2(B) attached hereto. The delivery of the Escrow Shares will be made on behalf of the Stockholders in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to the Stockholders and subsequently delivered by such Stockholders to the Escrow Agent (as such term is defined in the Escrow Agreement). The adoption of this Section 3.1Agreement by the Stockholders also will constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.

Escrow Shares. The Escrow Agent shall hold On the Escrow Shares until the first anniversary effective date of the consummation of a "BUSINESS COMBINATION" Merger (as defined in the Registration Statement) (such periodMerger Agreement), the "ESCROW SHARE PERIOD"). On such first anniversary, Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent shalla stock certificate, upon written instructions from each issued in the name of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common HolderStock, disburse each $0.01 par value per share (the "Common Holder's Stock"), of the Buyer (the "Escrow Shares") to be held by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option for purposes hereof. Any cash dividends or property (other than securities) distributed in full, up to 468,750 respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participateStockholders. The Escrow Agent shall have no further duties hereunder hereby agrees to act with respect to the Escrow Shares after as hereinafter set forth. The Escrow Shares will be retained by the disbursement or destruction Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of the Merger Agreement, any post-closing adjustment obligations to the Buyer pursuant to Section 1.10(f)(i) of the Merger Agreement. The Escrow Shares are not subject to any transfer restrictions, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any of the Escrow Shares in accordance with this Section 3.1Shares.

Escrow Shares. The (a) Prior to the Closing, (i) the Company, Consonus, the Consonus Holders’ Agent and the Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in Section 7.5(a)) shall enter into an Escrow Agreement, in the Registration Statementform attached hereto as Exhibit E-1 (the “Consonus Escrow Agreement”), and (ii) (such periodthe Company, STI, the "ESCROW SHARE PERIOD"). On such first anniversarySTI Holders’ Agent, and the Escrow Agent shall(as defined in Section 7.5(a)) shall enter into an Escrow Agreement, upon written instructions in the form attached hereto as Exhibit E-2 (the “STI Escrow Agreement”, and together with the Consonus Escrow Agreement, the “Escrow Agreements”). (b) Notwithstanding anything to the contrary set forth in this Agreement, at the Effective Time, the Company shall withhold from delivery to the Consonus Holders twenty percent (20%) of the shares of the Company Common Stock (the “Consonus Escrow Shares”) otherwise issuable to the Consonus Holders pursuant to Section 1.8(a)(i) and hereof based on each such holder’s pro rata share of the Company Common HolderStock, disburse as set forth on the Consonus Payment Schedule. (c) Notwithstanding anything to the contrary set forth in this Agreement, at the Effective Time, the Company shall withhold from delivery to the STI Holders twenty percent (20%) of the shares of the Company Common Stock (the “STI Escrow Shares”) otherwise issuable to the STI Holders pursuant to Section 1.8(b)(i) hereof based on each such holder’s pro rata share of the Company Common Holder's Escrow Shares to such Common Holder; providedStock, howeveras set forth on the STI Payment Schedule. (d) As soon as practicable after the Effective Time, that if and in accordance with the Underwriters do not exercise their over-allotment option in full, up to 468,750 provisions of the Escrow Shares shall be released to Agreements, the Company upon written instruction from the Company and; shall thereafter cause to be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to deposited with the Escrow Agent, that such transaction is then being consummated, release certificates representing the Consonus Escrow Shares to and the Common Holders immediately prior and subject to consummation of STI Escrow Shares, which shall be registered in the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction name of the Escrow Agent as nominee for the Consonus Holders and STI Holders. The certificates deposited with the Escrow Agent representing the Consonus Escrow Shares in accordance with this Section 3.1(the “Consonus Escrow Fund”) shall be held by the Escrow Agent pursuant to the terms of the Consonus Escrow Agreement as security for the indemnification obligations of the Consonus Holders pursuant to Article VII. The certificates representing the STI Escrow Shares (the “STI Escrow Fund”) shall be held by the Escrow Agent pursuant to the terms of the STI Escrow Agreement as security for the indemnification obligations of the STI Holders pursuant to Article VII.