Common use of Escrow Stock Clause in Contracts

Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be placed in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as Exhibit D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, and such Escrow Stock shall be released to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees of the Escrow Agent shall be paid by Acquiror. On the earlier to occur of (i) five (5) business days after the final determination of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (which shall not be less than zero) of the Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the event of any dispute over the sum of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b), the Escrow Stock having a value equal to the amount of any disputed Closing Adjustment and Loss Adjustment (together with a number of shares of Escrow Stock which are, in Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be delivered until such dispute is finally resolved. For purposes of this Section 2.06, the value of each share of Escrow Stock shall be equal to the Closing Acquiror Stock Price.

Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be placed in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as Exhibit EXHIBIT D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, and such Escrow Stock shall be released to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees of the Escrow Agent shall be paid by Acquiror. On the earlier to occur of (i) five (5) business days after the final determination of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (which shall not be less than zero) of the Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the event of any dispute over the sum of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b), the Escrow Stock having a value equal to the amount of any disputed Closing Adjustment and Loss Adjustment (together with a number of shares of Escrow Stock which are, in Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be delivered until such dispute is finally resolved. For purposes of this Section 2.06, the value of each share of Escrow Stock shall be equal to the Closing Acquiror Stock Price.

Escrow Stock. When making (a) On the issuances of Acquiror Common Stock pursuant to Closing Date, the deposits in cash and stock provided for in Section 2.01(a2.2(e) above, Acquiror hereof shall withhold from be made with the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be placed Agent and held in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to provided in this Section 2.06, all 8.8 and pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as Exhibit D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, including 486,082 shares of Group 1 Common Stock, representing a value of Sixty Million Reais (R$60,000,000) calculated at the Exchange Rate and such the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock shall be released pursuant to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees , by release of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent shall be paid by Acquiror. On pursuant to the earlier to occur of Escrow Agreement (i) the “Escrow Account”), within five (5) business days Business Days after the final determination date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after ClosingDate, the Escrow Agent shall deliver release thirty three percent (33%) of the balance of the Stock Escrow (to the Company Stockholders, pro-rata in accordance with extent not retained for outstanding Liability Claims); on the number forth (4th) anniversary of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective TimeClosing Date, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum Agent shall release thirty three percent (which shall not be less than zero33%) of the Closing Adjustment, if any, and balance of the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that held in the event of any dispute over Escrow Account (to the sum extent not retained for outstanding Liability Claims); and on the sixth (6th) anniversary of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b)Date, the Escrow Agent shall release the remaining balance of the Escrow Stock having a value held in the Escrow Account (to the extent not retained for outstanding Liability Claims) to the Shareholders, except that the Escrow Agent shall retain an amount equal to the amount of any disputed Closing Adjustment and Loss Adjustment all Liability Claims notified pursuant to a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (together “Unresolved Claims”). The Escrow Stock retained in the Escrow Account for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their resolution in accordance with a number this Article VIII. Subject to the restrictions set forth in this Agreement, the Stockholders Agreement and the Escrow Agreement to the transfer of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise of their voting and economic rights related to the shares of Escrow Group 1 Common Stock which aredeposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be delivered until such dispute is finally resolved. For purposes of this Section 2.06the Stock Escrow, the value Shareholders shall have the right to vote such shares of each share of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock Stock, which shall be equal paid by the Escrow Agent to the Closing Acquiror Stock PriceShareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent.

Escrow Stock. When making which will serve as a guarantee for the issuances benefit of Acquiror the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to Section 2.01(a) abovethe Escrow Agreement, Acquiror shall withhold by release of Escrow Stock to the Purchaser Indemnified Person from the Company Stockholders a number of shares of Acquiror Common Stock equal account maintained by the Escrow Agent pursuant to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price Escrow Agreement (the "Escrow Stock"). The Escrow Stock will be placed in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow AgentAccount"), in form attached hereto as Exhibit D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, and such Escrow Stock shall be released to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees of the Escrow Agent shall be paid by Acquiror. On the earlier to occur of (i) within five (5) business days Business Days after the final determination date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after ClosingDate, the Escrow Agent shall deliver release all shares of Escrow Stock held in the Escrow Account in excess of sixty six percent (66%) of the Target Stock Escrow Deposit (to the Company Stockholders, pro-rata extent not retained for outstanding Liability Claims specified in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately any Claims Notice delivered prior to such date); on the Effective Timefourth (4th) anniversary of the Closing Date, the Escrow Stock, after deducting therefrom an amount Agent shall release all shares of Escrow Stock having a value equal to in the sum Escrow Account in excess of thirty three percent (which shall not be less than zero33%) of the Closing Adjustment, if any, and Target Stock Escrow Deposit (to the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal extent not retained for outstanding Liability Claims specified in any Claims Notice delivered prior to such sumdate); PROVIDED, HOWEVER, that in and on the event of any dispute over the sum sixth (6th) anniversary of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b)Date, the Escrow Agent shall release the remaining balance of the Escrow Stock having a value held in the Escrow Account (to the extent not retained for outstanding Liability Claims specified in any Claims Notice delivered prior to such date) to the Shareholders, except that the Escrow Agent shall retain an amount equal to the amount of any disputed Closing Adjustment and Loss Adjustment all Liability Claims notified pursuant to a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (together with a number of shares of Escrow Stock which are, in Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be delivered until such dispute is finally resolved. For purposes of this Section 2.06, the value of each share of Escrow Stock shall be equal to the Closing Acquiror Stock Price."