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 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 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 (10%a) Subject to the terms and conditions set forth in this Agreement and the Escrow Agreement, one million (1,000,000) Escrow Shares will be set aside and allocated as agreed upon by Parent and the Company, including for the benefit of some or all of the Non-Redeeming Parent Merger Stockholders. (b) In the event of a PIPE Investment, a number of Escrow Shares issuable at Closing equal to (excluding any Parent Merger Shares issuable after i) 8,333,333 multiplied by (ii) a fraction, (A) the Closing with respect 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 Outstanding INT'X.xxx Options, the Excluded Shares, PIPE Investors pursuant to the Series C Excluded Shares PIPE Subscription Agreements and the Series D Excluded Shares), rounded up to the nearest whole share (the "ESCROW SHARES") Escrow Agreement. The PIPE Protection Shares will be deposited and the only shares of Parent Class A Stock in the Escrow Account set aside for the benefit of the PIPE Investors. The PIPE Protection Shares will be held in escrow the Escrow Account and disbursed in accordance with the terms of this Agreement, the Escrow Agreement attached as EXHIBIT 2.2 and the PIPE Subscription Agreements (including any vesting terms applicable to Escrow Shares contained therein). (c) Subject to Section 3.03(a) and Section 3.03(b), the remaining portion of the Escrow Shares, including any remaining PIPE Protection Shares not allocated pursuant to Section 3.03(b) (the "ESCROW AGREEMENT"“Additional Shares”) will be set aside and allocated as agreed upon by Parent and the sole source Company, including, in case the PIPE Investment Amount is less than $125,000,000, for the benefit of indemnification payments that some or all of the Non-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 the Escrow Account and disbursed in accordance with the terms of this Agreement, the Escrow Agreement and as may become due be agreed upon by Parent and the Company. (d) Following the expiration of the Protection Period, subject to Parent pursuant to Article IX or otherwise prior to the release Section 3.03(a), Section 3.03(b) and Section 3.03(c), should any of the Escrow Shares pursuant to Section 3.1 of remain, then Parent and the Company will, as soon as practicable, instruct the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant Agent to Article IX of this Agreement shall be equal to a dollar amount equal distribute such Escrow Shares pro rata 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 MergerCompany Stockholders.

Escrow Shares. Ten percent (10%i) During the term of this Agreement, Sphere shall not have the Parent Merger Shares issuable at Closing (excluding right to exercise any Parent Merger Shares issuable after the Closing voting rights 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 any of the Escrow Shares. With respect to any matter for which the Escorw Shares pursuant are permitted to Section 3.1 vote, the Escrow Agent shall vote, or cause to be voted, the Escrow Shares in the same proportion that the number of common shares of Sphere owned by all other shareholders of Sphere are voted. In the absence of notice from Sphere as to the proportion that the number of common shares of Sphere owned by all other shareholders of Sphere are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (ii) Any dividends paid with respect to the Escrow Asset shall be deemed part of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall Asset and be equal to a dollar amount equal delivered to the Parent Average Closing Price multiplied Escrow Agent to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the aggregate number of Escrow Shares deposited Agent 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 the name of the Escrow Shares solely Agent at one or more of the banks listed in Schedule 3 to this Agreement, each of which shall be a commercial bank with capital exceeding $500,000,000 (each such bank an “Approved Bank”). The deposit of dividends in any of the Approved Banks shall be deemed to be at the direction of Sphere. At any time and from time to time, Sphere may direct Escrow Agent by joint written notice (i) to deposit the dividends with a specific Approved Bank, (ii) not to deposit any new dividend amount in any Approved Bank specified in the notice and/or (iii) to withdraw all or any of the dividends that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and Sphere acknowledges and agrees that such specified amount remains at the sole risk of Sphere prior to and after such withdrawal. Such withdrawn amounts shall be deposited with any other Approved Bank or any Approved Bank specified by Sphere in the notice. (iii) In the event of any breach by such stockholder stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any representation or warranty contained in distribution to holders of the common stock of Sphere, other than a Letter of Transmittal (as defined in regular cash dividend, the Escrow Asset under Section 2.4 below2(a) delivered by such stockholder. The Escrow Shares will above shall be withheld appropriately adjusted on a pro rata basis among and consistent with the holders terms 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 MergerOverland RSU Agreements.

Escrow Shares. Ten percent (10%a) of Prior to the Parent Merger Shares issuable at Closing Closing, (excluding any Parent Merger Shares issuable after i) the Closing with respect to Outstanding INT'X.xxx OptionsCompany, Consonus, the Excluded Shares, the Series C Excluded Shares Consonus Holders’ Agent 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 Agent (as defined in Section 2.4 below7.5(a)) delivered by shall enter into an Escrow Agreement, in the form attached hereto as Exhibit E-1 (the “Consonus Escrow Agreement”), and (ii) the Company, STI, the STI Holders’ Agent, and the Escrow Agent (as defined in Section 7.5(a)) shall enter into an Escrow Agreement, 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 stockholder. The Escrow Shares will be withheld on a holder’s pro rata basis among the holders share of the Outstanding INT'X.xxx Shares Company Common Stock, 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 the number of Parent Merger Shares issuable at the closing to each 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 holder’s pro rata share of the Escrow Shares will be made Company Common Stock, as set forth on behalf of the holders of STI Payment Schedule. (d) As soon as practicable after the Outstanding INT'X.xxx Shares Effective Time, and in accordance with the provisions hereofof the Escrow Agreements, the Company shall cause to be deposited 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 , certificates representing the terms Consonus Escrow Shares and provisions the STI Escrow Shares, which shall be registered in the name of the Escrow Agreement, including, without limitation, Agent as nominee for the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in Consonus Holders and STI Holders. The certificates deposited with the Escrow Agreement), which is an integral term Agent representing the Consonus Escrow Shares (the “Consonus Escrow Fund”) shall be held by the Escrow Agent pursuant to the terms of the MergerConsonus 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.

Escrow Shares. Ten percent (10%On the Closing Date AsiaInfo shall deliver to the Escrow Agent as provided in Section 1.2(b) of the Parent Merger Combination Agreement 2,683,273 shares of common stock, par value US$0.01 per share, of AsiaInfo (the “AsiaInfo Common Stock”). The 2,683,273 shares of AsiaInfo Common Stock delivered pursuant to the foregoing sentence, as increased by any Distribution (as defined below) in connection with, in exchange for or in substitution of such number of shares of AsiaInfo Common Stock, are hereinafter referred to as the “Escrow Shares,” and together with the Escrow Cash, as the “Escrow Amount.” (i) All Escrow Shares issuable at Closing delivered to the Escrow Agent shall be issued or delivered in the name of the Shareholders’ Agent, for and on behalf of the Linkage Shareholders. Simultaneously with the delivery by AsiaInfo (excluding any Parent Merger Shares issuable after or a Subsidiary of AsiaInfo) to the Closing with respect to Outstanding INT'X.xxx Options, Escrow Agent of the Excluded certificates representing the Escrow Shares, the Series C Excluded Shares Shareholders’ Agent for and on behalf of the Series D Excluded Shares), rounded up Linkage Shareholders shall execute and deliver to the nearest whole share Escrow Agent not less than five blank stock transfer powers substantially in the form of Exhibit A hereto (the "ESCROW SHARES"“Stock Powers”) will for each certificate, which Stock Powers shall be deposited and held in escrow in accordance with used by the Escrow Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent Agent pursuant to Article IX Sections 4 and/or 5 hereof. (ii) Any and all dividends, distributions, or otherwise prior issuance of cash, property, or shares of capital stock or other securities by AsiaInfo (including shares issued upon a stock split, stock dividend, recapitalization or similar event) (each, a “Distribution”) in respect of Escrow Shares that have not been released from the Escrow Fund (as defined below) shall be delivered by AsiaInfo to the release Escrow Agent and added to the Escrow Fund, becoming a part thereof upon such delivery. Any and all Distributions in respect of Escrow Shares that have been released from the Escrow Fund shall not be added to the Escrow Fund and shall be paid or distributed by AsiaInfo directly to the Shareholders’ Agent, for and on behalf of the Linkage Shareholders. For purposes of tax and any other assessments which may be imposed upon such Distributions, such Distributions shall be treated as taxable income to the Shareholders’ Agent, for and on behalf of the Linkage Shareholders, who shall be solely responsible for any tax or other assessments thereon. After the Closing Date, the Shareholders’ Agent, for and on behalf of the Linkage Shareholders, shall be entitled to exercise all voting power pertaining to the Escrow Shares pursuant to Section 3.1 in all matters and for any purpose not inconsistent with, or in violation of, the provisions of this Agreement or the Combination Agreement. (iii) If, after the date of this Agreement, the Escrow Agreement; provided that the aggregate liability Shares shall have been changed into a different number of shares or a different type or class of securities, by reason of any single stockholder for indemnification obligations pursuant stock dividend, subdivision, reclassification, recapitalization, split, combination, merger or exchange of shares, such different number of shares or type or class of securities shall be delivered by AsiaInfo or the Shareholders’ Agent, as the case may be, to Article IX the Escrow Agent, subject to the provisions of this Agreement to the same extent as the Escrow Shares, and the provisions of this Agreement shall be equal to a dollar amount equal correspondingly adjusted to the Parent Average Closing Price multiplied by the aggregate number extent appropriate to reflect equitably such stock dividend, subdivision, reclassification, recapitalization, split, combination, merger or exchange 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 Mergershares.

Escrow Shares. Ten percent (10%a) of the Parent Merger The Escrow 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 on the terms set out in accordance with the Escrow Agreement, which Escrow Agreement attached as EXHIBIT 2.2 (will be executed and delivered to the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article IX Purchaser by each Shareholder on 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 stockholderDate. The Escrow Shares will be withheld on a pro rata basis among held in escrow by the holders Escrow Agent and released to the Shareholders in accordance with the following terms: (i) 600,000 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 “Milestone 1 Escrow Shares”) will be released to the Shareholders in the proportions set forth opposite the name of each INT'X.xxx stockholder Shareholder in Schedule A to the Escrow Agreement if at any time prior to the date which is 6 months following the Closing Date (the “Milestone 1 Date”) a minimum of 25,000 individuals use the applications that originate(d) with Foro, the Purchaser, or by a third party designated by Foro or the Purchaser which utilizes the Intellectual Property of Foro, including the applications known as “Truth” and “Foro” (collectively, the “Foro Apps”) once or more per week (“Regular Users”) (this achievement, “Milestone 1”); (ii) The remaining 600,000 Escrow Shares (the “Milestone 2 Escrow Shares”) will be determined released to the Shareholders in the proportions set forth opposite the name of each Shareholder in Schedule A to the Escrow Agreement if at any time prior to the date which is 12 months following the Closing Date (the “Milestone 2 Date”) a minimum of 50,000 Regular Users use the Foro Apps (this achievement, “Milestone 2”); (iii) In the event that neither Milestone 1 nor Milestone 2 is achieved by the agreement Milestone 2 Date, those of the Escrow Shares that have not yet been released by the Escrow Agent to the Shareholders in writing accordance with the terms hereof will be cancelled by the Purchaser in accordance with the terms of Parent and INT'X.xxx. The delivery the Escrow Agreement; (iv) In the event that Milestone 1 is not achieved by the Milestone 1 Date, but Milestone 2 is achieved by the Milestone 2 Date, upon the achievement of Milestone 2, the entirety of the Escrow Shares will be made on behalf released by the Escrow Agent to the Shareholders; (v) In the event that at any time prior to that day which is 12 months following the Closing Date: (A) Ali Saheli does not have such control over the operational matters at Foro as may reasonably be required in order for Foro to have the ability to reach Milestone 1 and Milestone 2 and the Purchaser fails to relinquish to Ali Saheli the requisite control over Foro, as such requisite control is determined by the Purchaser, acting reasonably, within 10 Business Days following receipt of written notice from Foro advising of the holders lack of sufficient control over Foro; or (B) the Purchaser breaches an obligation under Section 2.6 of this Agreement and fails to cure the breach within 10 Business Days following receipt of written notice from Foro, the entirety of the Outstanding INT'X.xxx Escrow Shares shall be released by the Escrow Agent to the Shareholders 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; and (vi) In the event that prior to the 12 months following the Closing Date, the appointment Purchaser enters into any form of Xxxxxx Xxxxxxxxxx as amalgamation, merger, arrangement or other similar transaction the Indemnification Representative (as defined in entirety of the Escrow Agreement), which is an integral term of Shares will be released by the MergerEscrow Agent to the Shareholders.

Escrow Shares. Ten percent 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 deliver Six Million Dollars (10%$6,000,000) in value of the aggregate Stock Consideration to which each Stockholder (each, an “Escrow Participant” and collectively, the “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 Merger with U.S. Bank Trust National Association (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement, substantially in the form attached hereto as Exhibit F (the “Escrow Agreement”). Section 2.7.1.2 The certificate representing the Escrow Shares issuable at Closing shall be retained in the Escrow Account until released pursuant to Section 2.7.2 below. During the period in which the Escrow Shares are retained in the Escrow Account, they will be held for the benefit of the registered holders of the Escrow Shares, and such registered holders shall be entitled to vote the Escrow Shares and to receive the economic benefit of any dividends paid with respect to the Escrow Shares until it has been determined conclusively that a Parent Indemnitee is entitled to retain the Escrow Shares in respect of indemnification claims pursuant to Section 10.2 hereof (excluding it being understood that any Parent Merger Shares issuable 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 with respect Date, unless and until it is determined that a Parent Indemnitee is entitled 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 retain 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 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 providedclaims, 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 (shall appear 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 issued and outstanding on the number balance sheet 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 MergerParent.

Escrow Shares. Ten percent (10%a) of At the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after Closing, pursuant to an Indemnity and Escrow Agreement, substantially in 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 form attached hereto as Exhibit B (the "ESCROW SHARESEscrow Agreement"), the parties shall establish an escrow (the "Escrow Fund") will 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 Shares shall be deposited and held 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 determined pro rata in proportion to the 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 Escrow Period, SCB shall have asserted a claim for indemnity in accordance with the Escrow Agreement attached as EXHIBIT 2.2 (and such claim is pending or unresolved at the "ESCROW AGREEMENT") as time of such expiration, the sole source of indemnification payments that may become due Escrow Agent shall retain in escrow, and withhold from delivery to Parent pursuant to Article IX or otherwise prior to the release each PTI Shareholder, each PTI Shareholder's Pro Rata Portion of the Escrow Shares pursuant to Section 3.1 value of the asserted amount of the claim until such matter is resolved. If it is finally determined that SCB is entitled to recover on account of such claim, the Escrow Agreement; provided Agent shall deliver or cause to be delivered to SCB 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 equal to the amount due and payable with respect to such stockholder; and provided, further, that claim (applied against each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holderPTI Shareholder'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 stockholderPro Rata Portion). The Escrow Shares will be withheld on a pro rata basis among the holders remainder 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 each PTI Shareholder's Pro Rata Portion, if any, following any delivery 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 to SCB in accordance with the provisions hereof, with the same force this Section 3.2(c) 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, includingshall be delivered to each PTI Shareholder pursuant to this Agreement, without limitationinterest. For purposes of this Section 3.2(c), the appointment of Xxxxxx Xxxxxxxxxx a final determination with respect to a claim will occur only as the Indemnification Representative (as defined provided in the Escrow Agreement). For purposes of this Section 3.2 and Article 9, which 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 term part of the MergerMerger 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. Ten percent (10%a) As collateral security for the payment of any Purchase Price Reduction and/or Additional Purchase Price Reduction under Section 2.06, or any indemnification obligations of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect Seller pursuant to Outstanding INT'X.xxx OptionsArticle VII, the Excluded SharesSeller shall, the Series C Excluded Shares and the Series D Excluded Shares)by execution hereof does hereby, rounded up place into escrow pursuant to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow Agreement attached hereto as EXHIBIT 2.2 Exhibit F (the "ESCROW AGREEMENTEscrow Agreement") as ), the sole source terms and conditions of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to which are incorporated by reference herein, for the release benefit of the Escrow Shares pursuant to Section 3.1 Purchaser, Luminant and any Luminant Indemnified Party, the following "Escrowed Shares:" (i) 10% of the Escrow Agreement; provided that Share Consideration and 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 certificates and instruments, if any, representing or on behalf of evidencing 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 Share Consideration. (ii) all securities hereafter delivered to the Seller or any Member in substitution for any Escrowed Shares, all certificates and instruments, if any, representing or evidencing such securities, and all cash and other property at any time received, receivable or otherwise distributed in exchange therefore (excluding any cash or non-cash dividends in respect of thereof); and in the event the Seller or any breach by Member receives any such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by property, the Seller and 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 Member shall immediately deliver 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 property 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)) to be held as Escrowed Shares pursuant to the Escrow Agreement; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing the Seller's or any Member's Escrowed Shares issued in its, his or her name, shall be delivered to the Escrow Agent directly by Luminant's Transfer Agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the Transfer Agent at Luminant's request. The Seller, and upon transfer of any Escrowed Shares to a Member, such Member shall promptly deliver to the Escrow Agent stock powers duly signed in blank by it, him or her with respect to the applicable Escrowed Shares. (c) In the sole discretion of Luminant, the Escrowed Shares shall be available to satisfy any Purchase Price Adjustment and/or Additional Purchase Price Adjustment pursuant to Section 2.06 and any indemnification obligations of the Seller pursuant to Article VII until the date which is an integral term twelve (12) months after the Closing Date in accordance with the terms of the MergerEscrow Agreement. The Shares held as Escrowed Shares shall be valued in accordance with the Escrow Agreement.

Escrow Shares. Ten percent (10%a) 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 OptionsClosing, the Excluded Shares, the Series C Excluded Escrow Shares and the Series D Excluded Shares), rounded up to the nearest whole share (the "ESCROW SHARES") will shall be deposited placed and held in escrow (the "Escrow") in accordance with the terms of an Escrow Agreement attached ("Escrow Agreement") by and among the parties hereto and Xxxxxxxxxxx & Xxxxxxxx LLP, as EXHIBIT 2.2 escrow agent (the "ESCROW AGREEMENTEscrow 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 sole source execution of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release this Agreement by each of such parties constitutes their acceptance of the Escrow Shares pursuant to Section 3.1 terms of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX , 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 equal transferred from Xxxxxxxxxxx & Xxxxxxxx LLP, as Escrow Agent, to a dollar amount equal 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 the Parent Average Closing Price multiplied by the Section 1.2 shall be released from Escrow no later than March 1, 2001 as follows: (i) The aggregate number of Escrow Shares deposited to be released from Escrow in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder accordance with this Section 1.3(b) 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 equal to the number obtained by multiplying (A) the product of Parent Merger Shares issuable at (x) 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 that remain in writing of Parent and INT'X.xxx. The delivery Escrow as of the date of the calculations referred to in this Section 1.3(b) times (y) the percentage of Escrow Shares will to be made on behalf released to the Stockholders and additional shares of THINK Stock to be issued to the holders of the Outstanding INT'X.xxx Shares Stockholders, if any, as determined in accordance with Section 1.3(b)(ii), times (B) the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly percentage of Escrow Shares to such holders and subsequently delivered by such holders be released to the Escrow Agent. The adoption Stockholders and additional shares of this Agreement by stockholders of INT'X.xxx will also constitute their approval of THINK Stock to be issued to the terms and provisions of the Escrow AgreementStockholders, includingif any, without limitation, the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined determined in the Escrow Agreementaccordance with Section 1.3(b)(iii), which product shall equal the number of Escrow Shares to be released from Escrow to the Stockholders, with any remaining Escrow Shares being released to THINK; PROVIDED, HOWEVER, that in the event the number of Escrow Shares to be released from Escrow as determined pursuant to this Section 1.3(b) is greater than the number of shares that remain in Escrow as of such date, THINK shall issue to the Stockholders additional shares of THINK Stock in an integral term amount equal to the 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 that remains in Escrow as of the Mergerdate of such delivery.

Escrow Shares. Ten An amount of Agouron Common (the "Escrow Shares") representing twenty percent (1020%) of the Parent Merger Shares issuable at Closing aggregate number of Agouron Common, and when exercised (excluding any Parent Merger Shares issuable after the Closing with respect date of exercise hereinafter referred to Outstanding INT'X.xxx Optionsas 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 Excluded SharesEffective Time, or the Series C Excluded Shares Exercise Date as the case may be, into the "Escrow Fund" as defined in, and the Series D Excluded Shares), rounded up pursuant to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with terms of the Escrow Agreement attached hereto as EXHIBIT 2.2 Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). During 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 Fund of twenty percent (20%) 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 resulting Agouron Common issued. If a holder of Target Common, Target Option or Target Warrant does not execute the Escrow Agreement; provided that , the aggregate liability shares of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall Agouron Common which would have been placed in escrow will be equal to a dollar amount equal to held by Agouron and released upon the Parent Average Closing Price multiplied same conditions as required 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 stockholderAgreement. The Escrow Shares will shall be withheld on a pro rata basis among held in 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 Fund and released therefrom when and as provided by the agreement in writing of Parent Escrow Agreement 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 hereofthis Agreement, 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 subject to the Escrow Agent. The adoption of conditions, requirements and agreements set forth in 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 indemnification provisions), and not be assignable or transferable unless and until released pursuant to the Escrow Agreement and this Agreement. At the final settlement of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined Escrow 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 the Escrow Agreement), which is an integral term of the MergerFund.

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.