Common use of Escrow Shares Clause in Contracts

Escrow Shares. 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 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 pursuant to Section 3.1 of the 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 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 Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. 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 (the "Escrow") in accordance with the Escrow 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 X (except with respect to breaches of Section 3.2 and Article IV(a) and (b); and as otherwise prior to the release of the Escrow Shares pursuant to limited by Section 3.1 of the Escrow Agreement; 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX X of this Agreement shall 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 INT'X.xxx HT stockholder shall be jointly and 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 HT 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 HT stockholder will be determined at the Closing by the agreement in writing of Parent and INT'X.xxxHT. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx 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 INT'X.xxx HT will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of Xxxxxx Xxxxxxxxxx the Stockholder as the Indemnification Representative (as defined in the Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. Ten percent An amount of Trega Common Stock representing one-fourth (10%1/4) of the Parent Merger Total Shares issuable at Closing to be issued as of the Effective Time (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Optionsi.e., the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest whole share (625,000 shares of Trega Common Stock - the "ESCROW SHARES") will shall be deposited delivered by Trega, promptly following the Effective Time, into the "ESCROW ACCOUNT" as defined in, and held in escrow in accordance with pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT 2.2 C (the "ESCROW AGREEMENT"). The Escrow Shares shall (A) as be held in the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to Escrow Account for the release benefit of the Escrow Shares pursuant to Entitled Holders (as defined below) on a pro rata basis (as set forth in Section 3.1 of 1.5(c)(iv) below) and shall be released therefrom only when and as provided by the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of , this Agreement shall and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be equal to a dollar amount equal subject to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited conditions, requirements and agreements set forth in escrow by or on behalf of such stockholder; and providedthis Agreement (including, furtherwithout limitation, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holderTrega'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 Lien (as defined in Section 2.4 6.1(a) below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among and 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 Offset Right (as defined 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 Section 6.1(a) below) as set forth in accordance with the provisions hereof, with the same force of Article 6 below and effect as if such shares had been delivered by Parent directly to such holders SCHEDULE 1) and subsequently delivered by such holders (C) not be assignable or transferable unless and until released pursuant 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, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each 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; provided, however, -------- that any and all of the 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 appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in 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 cash) and instruments and other property received, 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 is 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 integral term "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the Mergeroutstanding 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 treated in the same manner as such outstanding shares of Trega Common Stock.

Escrow Shares. Ten percent (10%) of At the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx OptionsEffective Time, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up Tellium shall deliver to the nearest whole share Stockholder Representative who shall simultaneously deliver to an independent escrow agent designated by Tellium and reasonably acceptable to Astarte (the "ESCROW SHARESEscrow Agent") will be deposited and held ), ------------ 1,350,000 shares of Tellium Common Stock issued in escrow in accordance with the Escrow 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 name of the Escrow Shares pursuant to Section 3.1 of the 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 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 Stockholder Representative (as defined in Section 2.4 10.3(c) below) delivered by such stockholder. The (the "Escrow Shares will be withheld on a pro rata basis among Shares") for ------------- the holders benefit of the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing Astarte Stockholders to such holders. The exact number of Escrow Shares be 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 applied in accordance with the provisions hereof, with the same force Article X herein 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 limitationamong Tellium, the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification 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 --------- ------ Agreement"). By 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 by the Stockholder Representative, (ii) have approved and agreed to the Escrow Agreement and its terms and conditions, 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 Tellium under the Escrow Agreement and (iii) direct Tellium and the Escrow Agent 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 Agreement. Article IV ---------- Representations and Warranties of Astarte ----------------------------------------- Except as set forth in the disclosure schedule delivered by Astarte to Tellium and dated as of the date above (the "Astarte Disclosure Schedule"), which is an integral term --------------------------- Astarte hereby represents and warrants to each of Tellium and the Merger.Company as set forth in this Article IV. The Astarte Disclosure Schedule shall be organized in paragraphs corresponding to the numbered Sections in this Article IV and the disclosures in any paragraph shall only qualify the corresponding Section in this Article IV:

Escrow Shares. Ten percent (10%) At the Closing, Parent shall deposit with the Escrow Agent pursuant to the Escrow Agreement 100,018 of the Parent Merger Preferred Stock Payment Shares issuable at Closing (excluding the "Escrow Shares"). The Escrow Shares shall be used to satisfy any claims of the Parent Merger Indemnified Parties for indemnification pursuant to Article V, if any, based on a value per share of Parent Common Stock equal to the five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the applicable Indemnification Claim Notice sent by Parent Indemnified Parties pursuant to Article V (the "Escrow Per Share Value"); provided however, that in no event will the Escrow Per Share Value be less than $4.78. Because each share of Parent Convertible Preferred Stock will be convertible into five (5) shares of Parent Common Stock, prior to such conversion each Escrow Share will have a value equal to five (5) times the Escrow Per Share Value. For example, if a Parent Indemnified Party is entitled to receive an amount equal to $1,000,000 as an indemnification pursuant to Article V and the Escrow Shares issuable after have not then converted into shares of Parent Common Stock, such Parent Indemnified Party shall receive 40,000 shares of Parent Convertible Preferred Stock (i.e., $1,000,000 divided by $25.00, assuming the Closing five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the Indemnification Claim Notice for such claim is $5.00) from the Escrow Shares. However, in that example scenario, if the Escrow Shares had converted into shares of Parent Common Stock, then such Parent Indemnified Party shall receive 200,000 shares of Parent Common Stock (i.e., $1,000,000 divided by $5.00, assuming the five trading day average per share closing price of Parent Common Stock immediately prior to receipt by Stockholder Representative of the Indemnification Claim Notice for such claim is $5.00) from the Escrow Shares. Any Escrow Shares not so used to satisfy any claims of the Parent Indemnified Parties for indemnification pursuant to Article V on or before the applicable Expiration Date (other than such Escrow Shares with respect to Outstanding INT'X.xxx Options, which Parent notifies the Excluded Shares, the Series C Excluded Shares Stockholder Representative 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 Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source Agent of a claim for indemnification payments that may become due to Parent pursuant to Article IX V on or otherwise prior before the applicable Expiration Date, which Escrow Shares shall remain in the possession of the Escrow Agent until such claim is fully resolved or judicially determined) shall be distributed to the Stockholders and Optionholders based on their respective Pro Rata Portion. The Escrow Agent shall hold the Escrow Shares and release of the Escrow Shares pursuant to Section 3.1 the provisions of this Agreement and the 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 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 Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. Ten percent (10%) On the effective date of the Parent Merger Shares issuable at Closing (excluding any Parent as defined in the Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx OptionsAgreement), the Excluded Shares, Buyer shall instruct the Series C Excluded Shares and the Series D Excluded Shares), rounded up Exchange Agent to deliver to the nearest whole Escrow Agent a stock certificate, issued in the name of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "ESCROW SHARESCommon Stock"), of the Buyer (the "Escrow Shares") will to be deposited and held in escrow by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect of any of the Escrow Agreement attached as EXHIBIT 2.2 (Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the "ESCROW AGREEMENT") as name of the sole source of indemnification payments that may become due to Parent pursuant to Article IX Escrow Agent or otherwise prior its nominee, and shall be delivered to the release Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares pursuant to Section 3.1 of shall promptly be released by the 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 dollar amount equal Agent to the Parent Average Closing Price multiplied by Exchange Agent for distribution to the aggregate number of Company Stockholders. The 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 Agent hereby agrees to act with respect to 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 stockholderhereinafter set forth. The Escrow Shares will be withheld on a pro rata basis among retained by the holders Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain of the Outstanding INT'X.xxx Shares based on Company Stockholders under Article VI of the number Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of Parent the Merger Shares issuable at Agreement, any post-closing adjustment obligations to the closing Buyer pursuant to such holdersSection 1.10(f)(i) of the Merger Agreement. The exact number of 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 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.xxxEscrow Agent hereunder shall remain uninvested. The delivery Escrow Agent shall be under no obligation to sell any 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 Escrow Agreement), which is an integral term of the MergerShares.

Escrow Shares. Ten percent (10%) of The Purchaser shall deduct and withhold from the Parent Merger Shares issuable Share Consideration deliverable to Seller at Closing (excluding any Parent Merger Shares issuable after the Closing the Escrow Shares. The Escrow Shares shall be available to satisfy any exercise(s) by the Purchaser of its offset rights pursuant to Sections 8(i) and/or 9(f). Any Escrow Shares that have not be used to satisfy Purchaser’s offset rights shall be delivered to Seller on the twelve (12) month anniversary of this Closing Date; provided, however, if any claim or dispute is pending as of such date that could result in Purchaser exercising its offset rights, the Purchaser may withhold from the Escrow Shares delivered to Seller on such date such number of shares as is equal in value to the pending claim, as determined in the reasonable discretion of Purchaser. For purposes of Purchaser’s offset rights under this Agreement, the Escrow Shares shall be deemed to have a value of $2.00 per share. In the event of a stock dividend, stock split, reverse stock-split, reclassification or combination of shares or exchange of shares, recapitalization or merger, consolidation or other similar event affecting the Escrow Shares (collectively, a “Recapitalization Transaction”), the number and kind of Escrow Shares referred to herein shall be appropriately adjusted and references in this Agreement to Escrow Shares shall refer, as applicable, to the stock, securities, cash, property or other consideration received in exchange for or with respect to Outstanding INT'X.xxx Optionssuch Escrow Shares pursuant to the terms of the Recapitalization Transaction, as applicable. Notwithstanding the Excluded foregoing, any cash dividends on the Escrow Shares and/or any dividends payable in securities or other distributions of any kind on the Escrow Shares, shall promptly be distributed by the Series C Excluded Shares and the Series D Excluded Shares), rounded up Purchaser to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow Seller in accordance with the Escrow 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 pursuant to Section 3.1 of the 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 dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf terms of such stockholder; and provideddividend or distribution, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion as determined by Purchaser’s Board 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 Escrow Agreement), which is an integral term of the MergerDirectors.

Escrow Shares. Ten percent At the Closing, Parent shall deposit with the Escrow Agent, pursuant to the Escrow Agreement, 22,198 shares of Parent Preferred Stock Payment Shares (10%) the “Escrow Shares” and together with any dividends, interest, or other income accruing with respect thereto, the “Escrow Fund”). Upon such deposit, Parent shall be deemed to have contributed to the Escrow Fund, on behalf of each Company Holder, such Company Holder’s Pro Rata Portion of the Escrow Shares. The Escrow Shares shall be used to satisfy claims of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx OptionsIndemnified Parties for indemnification pursuant to, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up subject to the nearest whole limitations and other terms set forth in, Article V, if any, based on a value per share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow 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 pursuant to Section 3.1 of the 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 dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Convertible Preferred Stock Liquidation Preference. Any Escrow Shares deposited or other amounts in escrow by the Escrow Fund not so used to satisfy any claims of the Parent Indemnified Parties for indemnification pursuant to Article V on or before the applicable Expiration Date (other than such Escrow Shares with respect to which Parent notifies the Company Holder Committee and the Escrow Agent of a claim for indemnification pursuant to Article V on behalf of such stockholder; and providedor before the applicable Expiration Date, further, that each INT'X.xxx stockholder which Escrow Shares shall be severally (and not jointly) liable beyond such holder's allocable portion remain in the possession of the Escrow Shares solely in respect of any breach by Agent until such stockholder of any representation claim is fully resolved or warranty contained in a Letter of Transmittal (as defined in Section 2.4 belowjudicially determined) delivered by such stockholdershall be distributed to the Company Holders based on their respective Pro Rata Portion. The Escrow Shares will Agent shall maintain the Escrow Fund and release the Escrow Fund pursuant to the provisions of this Agreement and the Escrow Agreement, which shall be withheld on in a pro rata basis among form reasonably acceptable to the holders of parties thereto (the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable “Escrow Agreement”), and shall be entered into at the closing to such holders. The exact number of Escrow Shares held for Effective Time, by and among Parent, the account of each INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of Parent Company Holder Committee 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 Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by stockholders of INT'X.xxx will also the Stockholders shall constitute their approval of the terms Escrow Agreement and provisions of all of the arrangements relating thereto, including without limitation the placement of the Escrow Agreement, including, without limitation, the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined Shares in the Escrow Agreement), which is an integral term of the Mergerescrow.

Escrow Shares. Ten percent (10%) Upon Closing, Parent shall deliver the Escrow Shares to the Escrow Agent to be held as collateral to secure any Claims of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect Indemnified Parties pursuant 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 Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Article VII or Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the 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 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 stockholder2.3(c). The Escrow Shares will be withheld held by the Escrow Agent on a pro rata basis among the holders behalf of the Outstanding INT'X.xxx Shares based on Participating Stockholders until 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 date that is 12 months after the Closing by Date (the agreement “Escrow Period”), after which the remaining Escrow Fund, if any, shall be delivered to the Exchange Agent, and into the Indemnification Consideration Exchange Fund, to be distributed to the Participating Stockholders in writing accordance with their respective Participating Stockholder Pro Rata Percentages. Each Participating Stockholder agrees, without any further act of Parent such Participating Stockholder, to have consented to and INT'X.xxx. The delivery approved the use of the Escrow Shares will be made as collateral as set forth herein. In the event that Parent declares a dividend on behalf Parent Ordinary Shares, with respect to any Parent Ordinary Shares held as part of the holders 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 Outstanding INT'X.xxx Shares Participating Stockholders upon the expiration of the Escrow Period and 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 Escrow Agreement), which is an integral term of the MergerParticipating Stockholders’ respective Participating Stockholder Pro Rata Percentages.

Escrow Shares. 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 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 pursuant to Section 3.1 of the 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 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 Escrow Agreement), which is an integral term of the Merger.Parent

Escrow Shares. Ten percent 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 deliver (10%and such holder shall be deemed to have received and deposited) such holder’s Escrow Shares into an escrow account (the “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 Effective Time. Such Escrow Shares shall provide security for the satisfaction of claims for indemnification made by the Parent Merger Indemnified Parties pursuant to Article VII. The Escrow Shares issuable at Closing shall be retained in the Escrow Account until released pursuant to Section 7.2. During the period in which the Escrow Shares are retained in the Escrow Account they will be held for the benefit of the Indemnifying Holders (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 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), rounded up unless, until and to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments extent it has been determined that may become due any Parent Indemnified Party is entitled to Parent pursuant to Article IX or otherwise prior to the release retain any of the Escrow Shares pursuant to Section 3.1 in respect of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations claims pursuant to Article IX of this Agreement shall be equal to a dollar amount equal to VII. In particular, the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or will be shown as issued and outstanding on behalf Parent’s financial statements and the applicable stockholders of such stockholder; and provided, further, that each INT'X.xxx stockholder shall the Company will be severally (and not jointly) liable beyond such holder's shown as the registered owner of their allocable portion of the Escrow Shares solely in respect of any breach by on the certificate(s) evidencing 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 (if such shares are certificated) on the number books and records of Parent Merger Shares issuable at the closing Parent, and any cash dividends or other distributions made with respect to such holdersEscrow Shares shall be promptly paid to the applicable owner of such Escrow Shares. The exact number For avoidance of doubt, the total amount 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 placed in the Escrow Agreement), which Account at Closing is an integral term of the Merger3,325,000.

Escrow Shares. 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 The Escrow 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 Agent shall hold the Escrow Shares pursuant to Section 3.1 until the first anniversary of the Escrow Agreement; provided that the aggregate liability consummation of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall 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 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 "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agreement)Agent shall, which is an integral term upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, 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 MergerCompany; 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. Ten At Closing, fifteen percent (1015%) 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"“Escrow Shares”) will be deposited by the Stockholders into escrow, such deposit to constitute an escrow account (the “Escrow Account”). Each Stockholder’s portion of the Escrow Shares shall be determined based on their respective pro rata portion of the Parent Merger Shares issued at Closing (each such Stockholder’s “Pro Rata Percentage”). The Escrow Account shall be governed by the terms hereof and held in escrow in accordance with the terms of the Escrow Agreement attached as EXHIBIT 2.2 2.2(A) (the "ESCROW AGREEMENT") “Escrow Agreement”). The Escrow Account shall serve as the first source, but not the sole source source, of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the 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 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 stockholder8.1(a). 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 holdersStockholders. 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.xxxStockholder is set forth on EXHIBIT 2.2(B) attached hereto. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Shares Stockholders 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 the Stockholders and subsequently delivered by such holders Stockholders to the Escrow AgentAgent (as such term is defined in the Escrow Agreement). The adoption of this Agreement by stockholders of INT'X.xxx the Stockholders also 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 Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. Ten (a) The number of shares which is equal to (i) ten percent (10%) of the Parent Total TranSwitch Merger Shares issuable to be issued at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Options, plus (ii) 10% of $20,000,000 divided by the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares)TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole share shares for each holder) (the "ESCROW SHARESIndemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agreement attached as EXHIBIT 2.2 Agent (the "ESCROW AGREEMENTEscrow Agreement") as the sole source of indemnification payments ----------------- that may become due to Parent TranSwitch pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the 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 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. X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding INT'X.xxx Onex Shares based on the number amount of Parent the Total TranSwitch Merger Shares issuable Consideration received by each holder at the closing to such holdersClosing. The exact number of Escrow Shares held for the account of each INT'X.xxx Onex stockholder will be determined at the Closing by the agreement in writing of Parent TranSwitch and INT'X.xxxOnex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Onex Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent TranSwitch 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 Onex 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 Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. (i) Ten percent (10%) of the Parent Merger Total TranSwitch Common ------------- Shares issuable at Closing (excluding any Parent Merger ii) plus such number of shares of Total TranSwitch Common Shares issuable after which shall equal ten percent (10%) of the Closing with respect to Outstanding INT'X.xxx OptionsTranSwitch Stock, as defined in the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest whole share Purchase Agreement (as defined in Section 9.2(p) hereof) (the "ESCROW SHARESEscrow Shares") ------------- will be deposited and held in escrow in accordance with the Escrow Agreement attached as EXHIBIT Exhibit 2.2 (the "ESCROW AGREEMENTEscrow Agreement") as the first source, but not ----------- ---------------- the sole source source, of indemnification payments that may become due to Parent TranSwitch pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the 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 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. X. 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 holdersAlacrity Shares. The exact number of Escrow Shares held for the account of each INT'X.xxx stockholder Alacrity shareholder will be determined at the Closing by the agreement in writing of Parent TranSwitch and INT'X.xxxAlacrity. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Alacrity Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption approval of this Agreement by stockholders shareholders of INT'X.xxx Alacrity 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 Escrow Agreement), which is an integral term of the Merger.