Common use of Escrow Clause in Contracts

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to The Shares issued under this Agreement shall be held by an escrow holder designated by the ClosingCompany (the "Escrow Holder"), along with a stock assignment executed by the Purchaser Representativein blank, until the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as expiration of the Effective Time, in form Company's options and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number right of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions first refusal with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofset forth above. (b) The Escrow Property shall not be subject Holder is hereby directed to any indemnification claim with respect permit transfer of the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Shares only in accordance with Article VI hereof (including with respect this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to the required timing of Claim Notices) that remain unresolved at the time rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Expiration Date Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment. (“Pending Claims”)c) If the Company or any assignee exercises its Repurchase Option or Right of First Refusal hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. (d) When the Repurchase Option or Right of First Refusal have been exercised or expire unexercised or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have Shares has been finally resolved and paid pursuant to released from the provisions of Article VI. After Section 3 hereof, upon Purchaser's request the Escrow Expiration DateHolder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, the Purchaser shall have all the rights of a stockholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the provisions of Section 3, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any Escrow Property remaining in and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Account that is not subject to Pending Claims, if any, Holder and not subject to resolved but unpaid claims in favor included thereafter as "Shares" for purposes of an Indemnified Party, shall be transferred by this Agreement and the Escrow Agent to the Seller. Promptly after the final resolution Company's Repurchase Option or Right of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerFirst Refusal.

Escrow. (a) At The Unreleased Shares shall be held by the Company until such Unreleased Shares are forfeited as provided in Section 3.1, until such Unreleased Shares are fully released from the Forfeiture Restriction as provided in Section 3.2, or prior until such time as this Agreement is no longer in effect. Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and Retained Distributions, if any, paid on such forfeited Unreleased Shares) to the ClosingCompany as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Purchaser RepresentativeCompany, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”)or its designee, shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory not be liable for any act it may do or omit to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions do with respect to such shares or into which such shares are exchanged or converted, holding the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Shares in escrow and while acting in good faith and in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source exercise of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofits judgment. (b) The Escrow Property shall not Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to Unreleased Shares (and such Retained Distributions will be subject to any indemnification claim with respect the extent made after Forfeiture Restriction and the date other terms and conditions under this Agreement that is two (2are applicable to the Shares) years after until such time, if ever, as the Closing Date (the “Escrow Expiration Date”); provided, however, Unreleased Shares with respect to any indemnification claims which such Retained Distributions shall have been made, paid or declared shall have become vested pursuant to the Grant Notice. Retained Distributions that were made or declared in accordance with Article VI hereof (including cash will be deemed reinvested in notional shares of Stock such that upon release and distribution of such Retained Distributions to Participant as set forth in the immediately preceding sentence, Participant shall be entitled to receive on the date of such distribution or release an amount of cash or the number of whole shares of Stock or a combination thereof, as determined by the Committee, the aggregate fair value of which shall be equal to the Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Unreleased Shares shall be forfeited in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until event such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerUnreleased Shares are forfeited.

Escrow. (a) At In the event any Buyer Indemnitee is entitled to indemnification for Buyer Indemnified Losses under Section 8.2(a) or prior Section 8.2(c), such Buyer Indemnitee shall seek payment first out of the Indemnity Escrow Funds, and such Buyer Indemnitee shall be entitled to seek payment directly from the Seller for such Buyer Indemnified Losses only if the Indemnity Escrow Funds are reduced to zero, subject in all cases to the Closingterms, the Purchaser Representative, the Seller Representative conditions and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as limitations of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with this Article VI hereof VIII and the Escrow Agreement. The Escrow Property shall serve as Any Claim Notice delivered by a Buyer Indemnitee to the sole source Seller in respect of indemnification under this Agreement which may involve payment for the obligations out of the Seller pursuant Indemnity Escrow Funds shall include, in addition to Article VI (any other than for Fraud Claims). Unless otherwise information required by Lawthis Article VIII, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment Buyer Indemnitee’s good faith estimate to the Merger Consideration received by extent feasible (which estimate will not be conclusive of the Seller pursuant to Article I hereoffinal amount of that Claim) of the amount of Indemnity Escrow Funds that should be reserved in respect of such Buyer Indemnified Losses (the “Reserved Amount”). (b) The Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Indemnity Escrow Property Funds, the Seller and the Buyer shall not be subject jointly instruct the Escrow Agent under the Escrow Agreement to any indemnification claim with pay to the Buyer Indemnitee the lesser of (i) the amount of the Buyer Indemnified Losses in respect of such Claim and (ii) the extent made after balance of the Indemnity Escrow Funds. (c) On the date that is two (2) years after six months following the Closing Date (the “First Escrow Expiration Release Date”); provided, howeverthe Escrow Agent under the Escrow Agreement shall, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the required timing Seller an amount equal to $3,281,250 less the sum of Claim Notices(i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the aggregate amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions Buyer Indemnities in respect of Article VI. After Claims prior to the Escrow Expiration First Release Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject (ii) the aggregate Reserved Amount as of the First Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to resolved but unpaid claims the First Escrow Release Date, if any (provided that in favor the event the sum of an Indemnified Party(i) and (ii) is equal to or greater than $3,281,250, no funds shall be transferred paid to the Seller on the First Escrow Release Date). (d) On the date that is twelve months following the Closing Date (the “Second Escrow Release Date”), the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller an amount equal to $6,562,500 less the sum of (i) the amount paid to the Seller on the First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the Second Release Date, if any, and (iii) the aggregate Reserved Amount as of the Second Escrow Release Date in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Second Escrow Release Date, if any (provided that in the event the sum of (i), (ii) and (iii) is equal to or greater than $6,562,500, no funds shall be paid to the Seller on the Second Escrow Release Date). (e) On the Cut-Off Date, the Escrow Agent under the Escrow Agreement shall, and the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any. (f) Following the Cut-Off Date, from time to time, upon resolution of any Claim for indemnification made by the Buyer Indemnitees and the appropriate amount, if any, from the Indemnity Escrow Funds having been paid to the Buyer Indemnitees in respect of such Claims, the Seller and the Buyer shall jointly instruct the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account release to the Seller, the excess of the balance then on deposit pursuant to the Escrow Agreement over the aggregate Reserved Amount in respect of all remaining unresolved Claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any.

Escrow. (a) At or prior to the Closing, the Purchaser Purchaser, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent on the Closing Date, Agent: (i) a number of shares Purchaser Common Stock equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Stockholder Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Indemnity Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow Shares”), to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Distribution Escrow Account). The Escrow Property Shares shall be allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with the schedule and restrictions as agreed upon by the Purchaser and the Stockholder representative and set forth in the Escrow Agreement. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article ARTICLE I hereof. (b) The Indemnity Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two (2) years 18 months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article ARTICLE VI hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article ARTICLE VI and the Purchaser Share Price as of the Escrow Expiration DateCommon Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article ARTICLE VI. After the Escrow Expiration Date, any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Indemnity Escrow Property Shares remaining in the Indemnity Escrow Account to the SellerExchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePurchaser, the Seller Company, the INXB Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datedeposit six hundred eight-eight thousand, a number of six hundred and three (688,603) shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Stock (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, Agent to be held and disbursed by the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI VII hereof and the Escrow Agreement. The Escrow Property Shares shall serve as be allocated among the sole source of payment for the obligations of the Seller pursuant Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from be deposited in the Escrow Account shall be treated by issued in the Parties as an adjustment name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Merger Consideration received by Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Seller Indemnifying Party pursuant to and in accordance with Article I VII hereof. (b) . The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that is two first (21st) years after anniversary of the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI VII hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser INXB Representative under Article VI VII and the Purchaser Share Price as of the Escrow first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIVII. After the Escrow Expiration Date, any Escrow remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent disbursed to the SellerExchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithClaims, the Escrow Agent shall transfer disburse any remaining Escrow Escrowed Property remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agreement.

Escrow. (a) At or prior Notwithstanding anything to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow contrary contained in Section 1.2(a) or elsewhere in this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of : (i) Purchaser Common Stock, an aggregate of $16,500,000 (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “General Escrow Amount”) shall be: (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, A) withheld from: (i) the “Gross Purchase Price” otherwise payable to the Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller General Escrow SecuritiesAmount”; and (ii) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in accordance with Schedule 1.2B in the column entitled “Cash Cancel Seller General Escrow Amount,”; and (B) paid or caused to be heldpaid by Purchaser, along in the amount of $239,549.38, and such General Escrow Amount shall be deposited into an escrow account maintained with any other dividends, distributions or other income on a financial institution in the Escrow Shares United Kingdom (together with the Escrow Shares, the “General Escrow PropertyAccount”), in a segregated escrow account (the “Escrow Account”) to be held and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement; and (ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the Seller. Promptly after Sellers in accordance with the final resolution of all Pending Claims amounts set forth on Schedule 1.2A in the column entitled “Seller Special Escrow Amount” and payment of all indemnification obligations (B) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in connection therewithaccordance with the amounts set forth on Schedule 1.2B in the column entitled “Cash Cancel Seller Special Escrow Amount,” and such Special Escrow Amount deposited into an escrow account maintained with a financial institution in the United Kingdom (the “Special Escrow Account”), to be held and distributed by the Escrow Agent shall transfer any remaining Escrow Property remaining in accordance with the terms of the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeNonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (athe “Escrow Shares”) At or shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the ClosingEffective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerContinental, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A hereto (the “Escrow Agreement”), pursuant to which . On the Purchaser shall issue to the Escrow Agent on the Closing Date, a number first anniversary of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Basic Indemnity Escrow Expiration Termination Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer release 550,000 of the original number of Escrow Shares to the Stockholders, less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Property remaining Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Account Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the Sellerrepresentations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.

Escrow. (a) At or prior to Upon the Closingissuance of the Non-Escrow Shares in accordance with Section 1.4, the Purchaser Representative, shall withhold the Seller Representative Initial Escrow Shares and a third-party escrow agent mutually acceptable deliver such shares of Purchaser Common Stock to the Purchaser and the SellerWilmington Trust N.A., as escrow agent (the “Escrow Agent”), shall enter into an to be held by the Escrow Agreement, effective Agent as collateral to secure the rights of the Effective Time, in form Purchaser pursuant to Section 1.3(a) and substance reasonably satisfactory of the Indemnified Parties under Article X. The Escrow Shares shall be held pursuant to the Purchaser and provisions of an escrow agreement substantially in the Seller form of Exhibit C hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to . The Escrow Shares will be held by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after until the date that is two (2) years 12 months after the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect that in the event the Purchaser has made a claim under Article X prior to any indemnification claims made the end of the Escrow Period, then, in accordance with Article VI hereof (including with respect and subject to the required timing of Claim Notices) that remain unresolved at the time terms and conditions of the Escrow Expiration Date Agreement, the Escrow Period shall continue (“Pending Claims”)and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the quotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, all or rounded up to the nearest whole share) until such claim is fully and finally resolved. By virtue of the execution of this Agreement by a portion Stockholder, without any further act of any Stockholder, such Stockholder shall be deemed to have consented to and approved (i) the use of the Escrow Property reasonably necessary Shares as collateral to satisfy such Pending Claims (as determined based on secure the amount rights of the indemnification claim included Purchaser pursuant to Section 1.3(a) in the Claim Notice provided by manner set forth herein and in the Purchaser Representative under Article VI and Escrow Agreement, (ii) the Purchaser Share Price as use of the Escrow Expiration Date) shall remain Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Account until such time Agreement, and (iii) the appointment of the Stockholders’ Representative as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After representative under the Escrow Expiration Date, any Escrow Property remaining in Agreement of the Escrow Account that is not subject to Pending Claims, if any, Stockholders under this Agreement and not subject to resolved but unpaid claims in favor as the attorney-in-fact and agent for and on behalf of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch Stockholder.

Escrow. (a) At On or prior to the ClosingClosing Date, the Purchaser Stockholders’ Representative, the Seller Representative Parent and a third-party escrow agent mutually acceptable to the Purchaser Branch Banking and the Seller, as escrow agent Trust Company (the “Escrow Agent”), ) shall enter into an Escrow Agreement, effective escrow agreement in substantially the form attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit D (the “Escrow Agreement”), . (b) Parent shall withhold Seven Million Dollars ($7,000,000) (the “Initial Escrow Amount”) from the Merger Consideration to be paid at Closing and deposit such amount into escrow pursuant to which the Purchaser shall issue to terms of the Escrow Agent on the Closing Date, a number of shares equal Agreement. (c) Parent shall withhold an amount up to five ten percent (510%) of each any Initial Order Cash Consideration or Performance Payment that may become payable (the “Additional Escrowed Funds”) and deposit such amounts in to escrow pursuant to the terms of the shares Escrow Agreement such that, when added to the Initial Escrow Amount, such amounts bring the total funds deposited into escrow to a total of Nine Million Two Hundred Fifty Thousand Dollars (i$9,250,000) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”). (d) (together with any equity securities paid as dividends or distributions with respect The Escrow Amount shall be deposited in an interest-bearing escrow account, pursuant to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and terms of the Escrow Agreement. The Escrow Property shall serve as Pursuant to and subject to the sole source of payment for the obligations terms and conditions of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required Escrow Agreement, the Escrow Amount shall be held in escrow until receipt by Law, all distributions made the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Account Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided in the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after held in escrow until the date that is two twelve (212) years months after the Closing Date Date. (the “Escrow Expiration Date”); provided, however, with respect to e) Notwithstanding any indemnification claims made in accordance with Article VI hereof (including with respect provisions of this Agreement to the required timing of Claim Noticescontrary, (i) that remain unresolved at the time Parent shall be treated for income Tax purposes as the beneficial owner of the Escrow Expiration Date (“Pending Claims”), Amount and all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account earnings thereon until such time as any such Pending Claim shall have been finally resolved and paid funds are distributed pursuant to the provisions Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of Article VI. After (a) the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspurchase price adjustments, if any, pursuant to Section 1.12 and not subject (b) the indemnity obligations of the Participating Holders pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerARTICLE IX.

Escrow. (a) At On or prior to the Closing, the Purchaser Equityholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser Buyer and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as Promptly following the sole source twelve (12) month anniversary of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Survival Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Buyer and the Purchaser Share Price as of the Escrow Expiration Date) Equityholder Representative shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant deliver a joint written notice to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to deliver (a)(i) the Seller. Promptly portion of each former Stockholder’s Fully Diluted Percentage of the sum of the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification pursuant to Section 8.2 if such claim(s) were resolved in full in favor of the Buyer Indemnified Persons (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) (such sum, the “Distributable Amount”), attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the portion of each former holder’s Fully Diluted Percentage of the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no such notice is delivered to the Escrow Agent within five (5) Business Days after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithSurvival Date, the Escrow Agent shall transfer automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in accordance with the preceding sentence. Promptly following the time that any remaining Escrow Property remaining in such pending and unsatisfied or unresolved claims have been finally resolved, the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Account Agent to deliver (x) the Seller.portion of each former Stockholder’s Fully Diluted Percentage of the revised Distributable Amount attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (y) the portion of each former holder’s Fully Diluted Percentage of the revised Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by

Escrow. (a) At or prior to The Escrow Deposit shall be held and disbursed by the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into Agent in accordance with an Escrow Agreement. If the Closing occurs, effective Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Effective Time, in form Escrow Deposit and substance reasonably satisfactory the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part aggregate amount of the Merger Consideration which such Shareholder is entitled (all less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”Deposit); provided, however, with respect that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any indemnification claims made in accordance with Article VI hereof (including with respect Losses or as to the required timing of Claim Notices) that remain unresolved at Escrow Deposit shall be equal to the time percentage of the Escrow Expiration Date (“Pending Claims”)Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, all or a portion the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on Shareholders shall only be liable for the amount of the indemnification claim included Losses in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as excess of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleramount.

Escrow. (a) At or prior to the Closing, PEGC I OP shall cause the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable Escrowed Consideration to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter be deposited into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and established pursuant to the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant , with such Escrowed Consideration to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from be held in the Escrow Account shall be treated by the Parties as an adjustment a source of funds for any amounts owing to any PEGC I Indemnitees under (and subject to the Merger Consideration received by the Seller pursuant to limitations in) Article I hereofX and Section 8.01(a). (ba) The Escrow Property shall not be subject to any indemnification claim with respect On the extent made after the date that is two first (21st) years after anniversary of the Closing Date (the “Escrow Expiration Termination Date”), the Escrow Agent shall deliver to PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in the Escrow Account in excess of the Statute of Limitations Escrow Amount and (b) on the date that is thirty (30) days after the expiration of the applicable statute of limitations for the representations and warranties relating to Taxes contained in Section 3.15 and Section 3.25 (the “Statute of Limitations Termination Date”), the Escrow Agent shall deliver to PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in the Escrow Account; provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect that if prior to the required timing Termination Date or, as applicable, the Statute of Claim Notices) that remain unresolved at the time of Limitations Termination Date, PEGC I OP notifies the Escrow Expiration Date (“Pending Claims”), Agent in writing that all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property OP Units then remaining in the Escrow Account that is not are subject to Pending Claimsclaims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date (including any potential Third-Party Claim referred to in Section 10.05, if any, and whether or not subject to resolved but unpaid claims in favor of an such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) upon the Termination Date shall be transferred equal to the number of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the Sellersum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). Promptly If at any time after the final resolution Termination Date or Statute of all Pending Limitations Termination Date, as applicable, the number of OP Units then held by the Escrow Agent in the Escrow Account exceeds the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number), the Contributors’ Representative and payment PEGC I OP shall execute and deliver a certificate requesting the Escrow Agent to deliver such excess number of all indemnification obligations in connection therewith, OP Units to PELP (for the benefit of the Contributors) and the Escrow Agent shall transfer any remaining Escrow Property remaining in deliver to PELP (for the Escrow Account to benefit of the SellerContributors) such excess number of OP Units.

Escrow. (a) At or prior As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the ClosingShares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the Purchaser Representative, the Seller Representative and a third-party certificates for Shares shall be held in escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent by Union Bank of California N.A. (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) until the earlier of (a) the date on which none of the Effective Time, in form and substance reasonably satisfactory Shares remain subject to the Purchaser Repurchase Right and (b) the Seller date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “Escrow AgreementPeriod”). Notwithstanding the foregoing, pursuant however, if the Student Enrollment at all Qualified Educational Institutions is equal to which the Purchaser or greater than two hundred thousand (200,000) on December 31, 2010 and there occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, then Seller shall issue be entitled, by notice given to the Escrow Agent on and Buyer, to cause the Closing Date, Escrow Agent to release to Seller a number of shares equal to five percent the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively“Post IPO Release Right”). Further, the “Escrow Amount”) (together Seller agrees to deliver and deposit with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the Escrow certificate or certificates evidencing the Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant foregoing documents are to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred held by the Escrow Agent and delivered by the Escrow Agent in accordance with the Escrow Agreement in the form attached hereto as Exhibit D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the SellerEscrow Agent to be held in escrow in the same manner as such Shares. Promptly after In the final resolution event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of all Pending Claims Shares (or substituted securities described in Section 3.5) so repurchased or acquired and payment (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of all indemnification obligations such Shares and (ii) cancel any certificates representing distributions of securities made in connection therewithrespect of such Shares. Upon the release to Seller of any of the Shares held by the Escrow Agent, the Escrow Agent shall transfer any remaining Escrow Property remaining also release from escrow to Seller all substituted or additional securities and/or other property in the Escrow Account to the Sellerrespect of such Shares described in Section 3.5 below.

Escrow. (a) At or prior The number of shares of theglobe Common Stock delivered to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of Sellers at or following the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), Time pursuant to which the Purchaser Section 2.5(c) or Section 5.19 shall issue to the Escrow Agent be reduced on the Closing Date, a pro rata basis by an aggregate number of shares equal to five ten percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Issuable Shares (together the "Escrowed Shares"). The Escrowed Shares shall be held in escrow pursuant to an Escrow Agreement in the form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares with the Escrow Shares, the “Escrow Property”), in a segregated escrow account agent (the “"Escrow Account”Agent") and disbursed therefrom in accordance with Article VI hereof and pursuant to the terms of the Escrow Agreement. The Escrow Property For such period of time that the Escrowed Shares are held in Escrow, the Seller shall serve as have all rights with respect to the sole source voting of payment for the obligations such shares in connection with all matters coming before a vote of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofholders of shares of theglobe Common Stock. (b) The Escrow Property Notwithstanding anything in this Article VIII to the contrary, any claim by a member of theglobe Indemnified Group for indemnification against any Seller shall not first be subject satisfied by recourse to any the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification claim with respect the extent shall be made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made by giving written notice in accordance with Article VI hereof (including the terms of Section 8.5. In accordance with respect to the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithAgreement, the Escrow Agent shall transfer any remaining Escrow Property remaining release to the member of theglobe Indemnified Group Escrowed Shares, as applicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and hold in treasury) or cancel such released shares and, if the member of theglobe Indemnified Group with respect to such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and the Escrow Account Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the SellerSellers, David Rae shall act as the representative and attorney-in-fact (xxx "Xxxresentative") on behalf of himself and all of the other Sellers, subject to the provisions of Section 8.4(d). The Representative shall keep the Sellers reasonably informed of his decisions of a material nature. The Representative is authorized to take any action deemed by him appropriate or reasonably necessary to carry out the provisions of, and is authorized to act on behalf of, the Sellers for all purposes related to this Article VIII, including the acceptance of service of process upon the Sellers and the acceptance or compromise of claims for indemnification, and all decisions and actions of the Representative shall be binding and conclusive upon the Sellers and may be relied upon by theglobe Indemnified Parties and the Escrow Agent as the decision and action of all of the Sellers. (d) The Representative shall not be liable to any of the Sellers for any error of judgment, act done or omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any Person acting or purporting to act on behalf of any party to this Agreement or the Escrow Agreement.

Escrow. (a) At Unvested Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesUnvested Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Unvested Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. At the Effective Time, BOKF shall establish an escrow account ( the "Representation Escrow") with the Escrow Agent. The Representation Escrow shall be governed by an escrow agreement, the form of which is attached hereto as "Exhibit B" (the 'Representation Escrow Agreement:), which shall provide as follows: (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to BOKF shall deposit the Purchaser and principal amount of $1,000,000 into the Seller (the “Escrow Agreement”)Representation Escrow, pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Datewhich, a number of shares equal to five percent (5%) of each of the shares of together with (i) Purchaser Common Stockall interest earned thereon, but reduced by (ii) Series A Preferred Stock, and any Representation Allowed Escrow Claim (iiias hereafter defined) Series B Preferred Stock is referred to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve herein as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Representation Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofFunds". (b) The Representation Escrow Property Funds shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made invested in accordance with Article VI hereof (including with respect to the required timing a certificate of Claim Notices) that remain unresolved deposit at the time Bank maturing one year from date, at the rate and on the terms and conditions generally offered by Bank for certificates of deposit of comparable size and duration, and upon maturity as necessary, in three-month certificates of deposit at Bank at the Escrow Expiration Date rates and on terms and conditions generally offered by the Bank for certificates of comparable size and duration at each renewal date, provided that any penalty for early withdrawal of such funds will either be waived by Bank or borne by BOKF. (“Pending Claims”c) The representations, warranties, covenants and agreements of CNBT contained in this Agreement shall survive the Closing, and BOKF shall be indemnified and held harmless from any and all losses, arising from any breach by CNBT of any such representations, warranties, covenants, and agreements (collectively, "Losses"), provided that (i) written notice of such Losses must be given to CNBT on or before Xxxxx 00, 0000, (xx) the sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimspayments, if any, and not subject to resolved but unpaid claims be made in favor respect of an Indemnified Party, any Losses shall be transferred by made solely from the Representation Escrow Funds, (iv) the CNBT shareholders shall have no obligations or liability for any such losses except to the extent of the Representation Escrow Funds, and (v) no claim shall be made for any Losses unless and until the aggregate amount of all Losses shall exceed $25,000. (d) In the event BOKF makes no claim for any Losses on or before March 31, 2002, the Representation Escrow Agreement shall terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to the Seller. Promptly after holders of the final resolution CNBT Common as of all Pending Claims and payment of all indemnification obligations in connection therewiththe Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, 2002, the Escrow Agent shall transfer (i) on or before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as of the Effective Time an amount equal to the Representation Escrow Funds less the amount of all Losses claimed by BOKF, and (ii) continue to hold and invest the remaining Representation Escrow Funds until such claim is resolved by (i) the mutual agreement of a majority of the Agents (as defined below) and BOKF, or (ii) a final adjudication determining the merits of the BOKF claim, at which time the Representation Escrow Agreement shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed or finally adjudicated (an "Representation Escrow Allowed Claim"), and the Escrow Agent shall distribute any remaining Escrow Property remaining Funds on a pro rata basis to the holders of the CNBT Common as of the Effective Time. (f) The rights of the holders of the CNBT Common in the Representation Escrow Account and the Representation Escrow Funds shall not be assignable or transferable except by operation of law or by intestacy and will not be evidenced by any certificate or other interest. (g) The persons who are members of the Board of Directors of CNBT immediately prior to the SellerClosing shall collectively serve as agents, acting by majority vote in the same manner as a board of directors acting under the TCBA, for the holders of the CNBT Common as of the Effective Time and shall have full authority to act for and on behalf thereof in the administration of the provisions of this Section (the "Agents"). The actions of the Agents shall be deemed actions taken by them as members of the Board of Directors of CNBT prior to the Closing. (h) BOKF shall pay the fees and costs of the Escrow Agent with respect to the Representation Escrow.

Escrow. (a) At or prior To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the ClosingRepurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Purchaser RepresentativeParticipant hereby appoints the Secretary of the Company, or any other person designated by the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (the “Escrow Agent”as applicable), shall enter into an Escrow Agreementif any, effective as repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Effective TimeIncentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in form and substance reasonably satisfactory blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the Purchaser case may be, and the Seller (stock assignment shall be held by the “Escrow Agreement”)Secretary or other designee in escrow, pursuant to which the Purchaser shall issue Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Escrow Agent on Repurchase Right shall remain in escrow in accordance with the Closing Date, a number terms and conditions of shares equal to five percent (5%) of each this Agreement. Upon the expiration of the shares Repurchase Right, the Secretary of (i) Purchaser Common Stockthe Company, (ii) Series A Preferred Stockor any other person designated by the Company, as escrow agent, shall promptly, upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Participant the certificate or certificates representing such Vested Option Shares in the escrow agent’s possession belonging to the Participant, and (iii) Series B Preferred Stock to the escrow agent shall be transferred as part discharged of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions further obligations hereunder with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow those Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject other restrictions imposed pursuant to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerthis Agreement.

Escrow. (a) At or prior to Not later than the Closing, the Purchaser RepresentativeClosing Date, the Seller Representative and a third-party shall establish an account (the "Escrow Account") with an independent financial institution willing to serve as escrow agent mutually (the "Escrow Agent"). Save with respect to any claims pursuant to Section 4.1, such account shall serve as Purchaser's sole recourse following the Closing Date with respect to all claims under or relating to this Agreement or the transactions contemplated hereby. At the Closing Date, Purchaser shall deliver the Escrow Amount in cash to the Escrow Agent for deposit into the Escrow Account. The terms of the Escrow Account shall be governed by an Escrow Agreement in the form of Annex 7.1 with such amendments as may be reasonably acceptable to the Purchaser and the Seller, and such other amendments as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, shall require and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received reasonably agreed by the Seller pursuant to Article I hereofand Purchaser (the "Escrow Agreement"). (b) The Escrow Property From and after the Closing Date, the Purchaser shall not be subject entitled to pursue or seek any recoveries relating to the transaction or in respect of claims pursuant to this Agreement (save with respect to any indemnification claim claims pursuant to Section 4.1) from any source other than the Escrow Account and under no circumstances shall Purchaser pursue or seek any recoveries, individually or in the aggregate, in excess of the Escrow Amount or following the 90th calendar day following the Closing Date; and, save with respect to any claims pursuant to Section 4.1, the extent made after Purchaser hereby expressly and irrevocably waives any right to do so; provided, for the date avoidance of doubt, any claims pursuant to Section 4.1 shall first be paid from the Escrow Account. The Purchaser and the Seller each hereby agree that, upon a determination by the Expert that the Purchaser is entitled to a payment of funds which are to be paid out of the Escrow Amount, the Escrow Agent shall release such amount to the Purchaser in the manner contemplated in the Escrow Agreement within two (2) years after Business Days following such determination. For the Closing Date (avoidance of doubt, following the “release of any amounts owed to Purchaser from the Escrow Expiration Date”); providedAccount, however, with respect Purchaser shall have no rights to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property funds remaining in the Escrow Account that is not subject thereafter or with respect to Pending Claims, if any, and not subject any Claims giving rise to resolved but unpaid claims in favor the release of an Indemnified Party, shall be transferred by funds to the Purchaser from the Escrow Agent Account. The Purchaser acknowledges that Seller plans to liquidate, dissolve and distribute all assets (including the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithPurchase Price) promptly upon Closing and, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account absence of any claims pursuant to Section 4.1, agrees to take no action that would impair, impede or delay the Sellerforegoing.

Escrow. Within thirty (a30) At or prior days after the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Closing, the Purchaser Representative, the Seller Buyer Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “"Escrow Agent”"), shall enter into execute and deliver an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Buyer Representative (as amended or modified from time to time, the “"Escrow Agreement”"), pursuant to which any proceeds (the Purchaser "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as defined in the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of the Common Stock exceeds $2.80 (as adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and so long as no Event of Default (as defined in the Notes) has occurred or any event shall issue have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default (the "Company Escrow Release Event"), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as defined below) (i) the Company shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At such time as any Buyer elects an Escrow Funds Redemption (as defined in the Notes), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms of the Notes from the Escrow Funds (on a pro rata basis based on the Closing Date, a number principal amount of shares equal to five percent (5%) of the Notes then held by each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”Buyers), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Company shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from maintain the Escrow Account for so long as any Notes remain outstanding. At such time as no Notes remain outstanding, the Company and the Buyer Representative shall be treated by the Parties as an adjustment deliver to the Merger Consideration received by the Seller pursuant Escrow Agent joint written instructions to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect release to the required timing of Claim Notices) that remain unresolved at the time of Company the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based Amount then on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain deposit in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to (the provisions of Article VI. After the "Escrow Expiration Termination Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller").

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. (a) At or prior to Any share certificates issued upon the Closing, exercise of Option Shares shall be deposited with an escrow holder designated by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Corporation (the “Escrow AgentHolder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, said shares shall enter into an Escrow Agreementnot be sold, effective pledged, or otherwise transferred so long as they remain subject to either or both of the Effective TimeRight of First Refusal and the Repurchase Option except as provided in Section 10 and Section 11, respectively, and any transfer or purported transfer in form violation thereof shall be null and substance reasonably void, except that Optionee may transfer the Option Shares to a Permitted Transferee, provided the Permitted Transferees agrees in writing to be bound by the Right of First Refusal, the Repurchase Option, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Corporation, by written resolution adopted by its board of directors, may terminate the escrow and direct the Escrow Holder to deliver the certificate(s) representing the Option Shares to Optionee and/or Permitted Transferees, as appropriate, provided, however, that the Escrow Holder shall not be required to deliver such certificate(s) unless, at its discretion, it has received satisfactory releases, indemnity, and security against claims. Shares so delivered free of escrow shall nevertheless remain subject to the Purchaser Repurchase Option, the Right of First Refusal, the Market Stand Off, and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each all other restrictions against transfer of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred Option Shares as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow this Agreement. The Escrow Property Holder may resign at any time, provided that (i) its duties are undertaken by a successor escrow holder, or (ii) the certificate(s) representing the Option Shares are deposited with any court of competent jurisdiction. Any bank doing business in California is deemed to be such a suitable successor, in which case there shall serve be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to its assuming the sole source duties of payment escrow holder and the original escrow holder is authorized to execute as agent for each party an escrow agreement or instructions containing such additional terms. The Escrow Holder shall in no event be liable for damages to any party resulting from the obligations exercise of its duties hereunder, or for any other reason, except gross negligence or willful misconduct. The Corporation shall pay all fees and expenses of the Seller pursuant Escrow Holder and shall hold the Escrow Holder harmless against all claims arising out of its performance as escrow holder hereunder except to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions the extent that a court of competent jurisdiction has made a final determination that they arose from the gross negligence or willful misconduct of the Escrow Account Holder. Optionee and/or Permitted Transferees shall have full voting rights and shall be treated by the Parties as an adjustment entitled to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provideddividends, howeverif any, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerescrowed shares.

Escrow. (a) At or prior to As of the Closing, Buyer shall deposit in escrow cash in the Purchaser Representativeamount of $[**] (the “Escrow Amount”), to be held to fund in part the Seller Representative indemnification obligations of the Stockholders and a third-party escrow agent mutually acceptable Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Purchaser Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the SellerRepresentative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with Xxxxx Fargo Bank, as escrow agent National Association (the “Escrow Agent”), shall enter into an ) to govern the terms and conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, effective [**] of the Escrow Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Effective TimeEscrow Amount prior to such date, in form and substance reasonably satisfactory shall be released to the Purchaser Representative (on behalf of the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the Seller (the “remaining Escrow Agreement”)Amount, pursuant to which the Purchaser shall issue to the Escrow Agent on including any interest earned thereon from the Closing Date, a number less (x) the amount of shares equal to five percent (5%) any claims made by Buyer in good faith against the Escrow Amount that are pending as of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stocksuch date, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”y) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant amounts paid to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made Buyer from the Escrow Account shall be treated by the Parties as an adjustment Amount prior to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Partydate, shall be transferred by the Escrow Agent released to the Seller. Promptly after Representative (on behalf of the final resolution of all Pending Claims Stockholders and payment of all indemnification obligations in connection therewith, Optionholders) on the Escrow Agent shall transfer any remaining Escrow Property remaining in date which is [**] following the Escrow Account to the SellerClosing Date.

Escrow. (ai) At or prior to Notwithstanding the Closingprovisions of Section 2.6(a), as security for certain of the indemnification obligations of the Executing Stockholders, the Purchaser RepresentativeExecuting Option Holders and Non-Owner Participants set forth in this Agreement and the other Transaction Documents, Parent shall retain from the Merger Consideration otherwise deliverable pursuant to Section 2.6(a), (i) an amount of cash equal to Fifteen Million Dollars ($15,000,000) (the “Indemnification Escrow Amount”), (ii) an amount of cash equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Adjustment Escrow Amount”), and (iii) an amount of cash equal to One Million Dollars ($1,000,000) (the “Identified Matters Escrow Amount”, and collectively with the Indemnification Escrow Amount, the Seller Representative Adjustment Escrow Amount and, if applicable pursuant to Section 7.16, the JV Buyout Escrow Amount, the “Escrow Amount”), and a third-party escrow agent mutually acceptable to shall deposit such amounts at Closing into an account or accounts (the Purchaser and the Seller“Escrow Account”) with U.S. Bank, as escrow agent N.A. (the “Escrow Agent”), . The Escrow Amount shall enter into be released to the Parties according to the terms and conditions of an Escrow Agreement, effective escrow agreement dated as of the Effective TimeClosing Date by and among the Escrow Agent, Parent and the Stockholder Representative on behalf of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, in a reasonable form and substance reasonably satisfactory to mutually agreed upon in good faith by the Purchaser Escrow Agent, Parent and the Seller Stockholder Representative (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, . (ii) Series A Preferred Stock, and An amount equal to Five Million Dollars (iii$5,000,000) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Documentation Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to shall be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made allocated from the Indemnification Escrow Account shall be treated by the Amount to address Losses of Parent Indemnified Parties as an adjustment that result from a Target Entity’s failure to the Merger Consideration received by the Seller pursuant comply with Legal Requirements regarding patient medical record documentation prior to Article I hereof. Closing (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration DateDocumentation Matters”); provided, however, with that nothing contained herein shall prevent a Parent Indemnified Party’s recovery from the Indemnification Escrow Amount in respect to any of indemnification claims made in accordance with pursuant to Article VI hereof IX. (including with respect iii) Eighteen (18) months following the Closing Date, the then-remaining balance of the Indemnification Escrow Amount, less the Documentation Escrow Amount, shall be released to the required timing of Claim NoticesStockholder Representative (or its designee) that remain unresolved at for the time benefit of the Escrow Expiration Date (“Pending Claims”)Executing Stockholders, all or a portion of the Escrow Property reasonably necessary Executing Option Holders and Non-Owner Participants, subject to satisfy such Pending Claims (the terms and conditions as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain set forth in the Escrow Account until such time as such Pending Claim Agreement. (iv) Thirty-six (36) months following the Closing Date, the then-remaining balance of the Documentation Escrow Amount shall have been finally resolved and paid pursuant be released to the provisions Stockholder Representative (or its designee) for the benefit of Article VI. After the Escrow Expiration DateExecuting Stockholders, any Escrow Property remaining the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Account that is not Agreement. (v) Upon the earlier of (A) five (5) years following the Closing Date or (B) the final resolution and settlement of all matters and Actions related to the Identified Matters, the then-remaining balance of the Identified Matters Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, Executing Option Holders and Non-Owner Participants, subject to Pending Claimsthe terms and conditions as set forth in the Escrow Agreement. (vi) On the Adjustment Payment Date, the then-remaining balance of the Adjustment Escrow Amount (after deducting the net amount, if any, that is payable to Parent pursuant to Section 2.7(b)) shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and not Non-Owner Participants, subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims terms and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining conditions as set forth in the Escrow Account Agreement. (vii) If applicable, the then-remaining balance of the JV Buyout Escrow Amount shall be paid or released in accordance with Section 7.16, subject to the Sellerterms and conditions as set forth in the Escrow Agreement. (viii) When paid in accordance with Section 2.6(c)(iv), Parent shall be deemed to have contributed on behalf of each Executing Stockholder, each Executing Option Holder and each Non-Owner Participant, each such Person’s Pro Rata Share of the Escrow Account. Notwithstanding anything herein to the contrary, any such amounts payable from the Escrow Account and any amounts payable from the Stockholder Representative Reserve to or for the benefit of an Executing Stockholder, Executing Option Holder or Non-Owner Participant who is employed by a Target Entity prior to or following the Closing Date shall be paid to the Company, and the Company shall pay the applicable recipient the amount to which he or she is entitled (less any applicable withholding taxes, which the Company shall remit to the applicable Governmental Authority) as soon as practicable (but in no event later than the Company’s next payroll date after the date of the release from the Escrow Account or Stockholder Representative Reserve, as applicable) through the Company’s payroll.

Escrow. (a) At or prior to From and after the Closing, any indemnification to which the Purchaser RepresentativeBuyer Indemnified Parties are entitled under this Agreement shall be satisfied first by recouping such Losses from the Escrow Amount in accordance with the terms and conditions of this Agreement and the Escrow Agreement, and thereafter, subject to the terms and conditions of this Agreement, the Buyer Indemnified Parties may proceed directly against Seller Representative and/or the Members with respect to such Losses. Upon expiration of the period set forth in Section 7.1(iii), and a third-party escrow agent mutually acceptable to assuming there are no indemnification obligations claimed by Buyers in good faith or the Purchaser and the Seller, as escrow agent Company (the “Escrow AgentRelease Date”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Buyer and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Representative shall issue to direct the Escrow Agent to release to the Seller Representative (on behalf of Seller, which amounts shall then be paid over to Seller by the Seller Representative) the then remaining balance of the Escrow Amount less the aggregate amount of all claims specified in any then unresolved good faith claims for payment therefrom made by the Buyer pursuant to this Agreement. To the extent that on the Closing DateEscrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of any unresolved claim for payment made by Buyer and, a number of shares equal subsequent to five percent (5%) of each of such date, such claim is resolved, Buyer and the shares of Seller Representative shall promptly direct the Escrow Agent to release (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date Buyer that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsamount, if any, due in respect of such claim as finally determined pursuant to this Agreement and not subject (ii) to resolved but unpaid claims in favor the Seller Representative (on behalf of an Indemnified PartySeller, which amounts shall be transferred then by paid over to Seller by the Escrow Agent Seller Representative) an amount equal to the Seller. Promptly after excess, if any, of the final resolution amount theretofore reserved and withheld from distribution in respect of all Pending Claims and payment of all indemnification obligations in connection therewithsuch claim less the payments, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account if any, made pursuant to the Sellerimmediately preceding clause (i).

Escrow. (a) At or The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Closing, Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into Agent in accordance with an Escrow Agreement. If the Closing occurs, effective Parent and Buyer agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 6.11, the maximum liability of the Effective Time, in form and substance reasonably satisfactory to the Purchaser Company and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser Stockholders collectively shall issue be limited to the Escrow Agent on Deposit and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Closing DateEscrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a number “Pro Rata Portion” of shares a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to five percent (5%) the percentage of each the Purchase Price to which such Stockholder is entitled as set forth on Schedule 11.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of (i) Purchaser Parent Common StockStock so sold, (ii) Series A Preferred Stock, Parent shall be entitled to recover against any and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions cash or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementproceeds so obtained. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Any Losses payable pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made this Section 11.4 from the Escrow Account Deposit shall be treated by paid from the Parties Cash Escrow and the Stock Escrow in the same proportion as an adjustment such Cash Escrow and Stock Escrow bears to the Merger Consideration received by total Escrow Deposit. Notwithstanding anything to the Seller contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article I hereof. (b) The Escrow Property XI until the aggregate Losses are in excess of $25,000, at which point the Company and the Stockholders shall not be subject to any indemnification claim with respect liable for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the full amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until all Losses including such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleramount.

Escrow. (a) At or prior The parties to the ClosingEscrow Agreement shall instruct the Escrow Agent, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable pursuant to the terms of the Escrow Agreement, to promptly pay any amounts due and owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the Sellerother Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, as escrow agent (the “Escrow Agent”)warranty, shall enter into an Escrow Agreementcovenant, effective as agreement or other obligation contained in this Agreement or any of the Effective Timeother Transaction Documents, and in form and substance reasonably satisfactory no event shall the ESOP, the Option Holders or the SARs Holders be liable to the any Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnitee for any amounts in excess of the Escrow Agent on Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, a number the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of shares an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five percent (5%) of Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of the shares applicable portion of (i) Purchaser Common Stockthe Escrow Funds, (ii) Series A Preferred Stockif any, pursuant to this Article X in connection with such resolution, to release to the ESOP and to the Company on behalf of, and (iii) Series B Preferred Stock to be transferred as part paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of the Merger Consideration (all remaining aggregate amount of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions Losses with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofunresolved indemnification claims. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. Notwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (athe “Escrow Funding”) At prior to the Acquisition Closing Date (while in escrow, the “Escrow Term Loans”) and the following terms shall apply to the Escrow Funding: (i) The Company shall be the borrower of the Term B Loans funded into escrow. (ii) Term B Loans shall be required to be repaid in full to the extent release from escrow does not occur on or prior to the Closing, Mandatory Cancellation Date. (iii) Interest on the Purchaser Representative, Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser terms of this Agreement and the Seller, as escrow agent (Term B Loans shall otherwise be governed by the “Escrow Agent”), shall enter into an Escrow terms set out for such Term B Loans in this Agreement, effective mutatis mutandis. (iv) The Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Term B Loans upon any funding thereof into escrow. (v) Any upfront fees (or original issue discount) in respect of the Term B Loans shall apply as of the Effective Timedate the Term B Loans are funded into escrow; provided that while in escrow such Term B Loans shall be prepayable at the issue price thereof. (vi) The maturity date of the Term B Loans will be as set for in the proviso to the definition of Term B Loan Maturity Date, which for the avoidance of doubt, will be 7.5 years from the date of such funding into escrow, subject to the terms of this Agreement. (vii) Amortization payments on the Term B Loans set forth in Section 2.2.3(a) shall only apply upon the release of the Term B Loans from escrow. (viii) Substantially simultaneous with the satisfaction or waiver of the conditions set forth in Section 4.3, the Term B Loans shall be released from escrow to the Company. (ix) Interest in respect of the Incremental Term Loans funded into escrow will not be required to be pre-funded (but for the avoidance of doubt the Term B Loans funded into escrow and interest, fees and other amounts owing in respect thereof shall constitute Obligations hereunder). (x) The call-protection set forth in Section 2.6.3 will apply from the date the Term B Loans are funded into escrow and not the Acquisition Closing Date. (xi) The proceeds of the Term B Loans will be placed into an escrow account or accounts pending release on the Acquisition Closing Date pursuant to an escrow agreement among the Company, the Administrative Agent and an escrow agent, in each case, in form and substance reasonably satisfactory to the Purchaser Company and the Seller Arrangers; provided that in any event the conditions for release of the proceeds from escrow shall not be more restrictive than the conditions set forth in Section 4.3 for the funding of the Term B Loans on the Acquisition Closing Date (it being understood that such agreement may require a certificate from the “Escrow Agreement”), pursuant to which the Purchaser shall issue Company to the Escrow escrow agent confirming such release conditions have been met). The Lenders and Issuers hereby authorize the Administrative Agent to enter into such escrow agreement. (xii) While in escrow, the Indebtedness represented by the Term B Loans and the proceeds thereof shall not be included in calculating the financial covenants in Sections 6.22 and 6.23 or any other financial ratios or incurrence tests hereunder and any applicable Indebtedness represented by the Term B Loans, any Liens on the escrow account and any proceeds therein and any Investments thereof shall be permitted under Article VI hereof. For the avoidance of doubt, to the extent any New Senior Unsecured Notes are funded into escrow prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Administrative Agent will notify the Term B Lenders of such borrowing notice and each Term B Lender shall be required to make the proceeds of their Term B Loans available to the Administrative Agent on such Borrowing Date as set forth in Section 2.3. (xiv) Each Lender and Issuer consents to the terms of this Section 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, including Section 8.2, the Company and the Administrative Agent may make any changes to the Loan Documents with only the consent of the Company and the Administrative Agent (and no other Lender or Issuer) to ensure this Agreement adequately reflects the nature of the Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, a number of shares equal to five percent the extent such amendments or modifications (5%y) of each only relate to the Term B Facility or (x) are not materially adverse to the interests of the shares of (i) Purchaser Common Stockother Lenders hereunder, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated determined by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAdministrative Agent in its sole discretion. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (ai) At or prior For purposes of facilitating the enforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the ClosingRepurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the Purchaser Representativeform attached to this Agreement as Exhibit A executed by Buyer, the Seller Representative and a third-party escrow agent mutually acceptable in blank, to the Purchaser and the Secretary of Seller, or the Secretary’s designee (as escrow agent (applicable, the “Escrow Agent”)) to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 4.4 above shall immediately be deposited with Escrow Agent to be held in escrow. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to Buyer and shall not be held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall enter into an be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow AgreementAgent may rely upon any letter, effective as of the Effective Time, in form notice or other document executed by any signature purported to be genuine and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to may resign at any time. Buyer agrees that if the Escrow Agent on resigns as escrow holder for any or no reason, the Closing Date, Board of Directors of Seller shall have the power to appoint a number successor to serve as escrow holder pursuant to the terms of shares equal this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to five percent (5%) of each of the shares of (i) Purchaser Common Stock, Buyer upon request promptly after such release. (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Buyer shall not be subject entitled to transfer any indemnification claim with respect shares of Restricted Stock without the extent prior written consent of Seller. If any transfer is made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant attempted contrary to the provisions of Article VI. After the Escrow Expiration Datethis Agreement, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, such purported transfer shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellervoid ab initio.

Escrow. (a) At Restricted Shares will be held by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of its authorized representatives until (i) Purchaser Common Stockthey are forfeited, (ii) Series A Preferred Stock, and they become Vested Shares or (iii) Series B Preferred Stock this Agreement is no longer in effect. Holder appoints the Company and its authorized representatives as Holder’sattorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Restricted Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Restricted Shares) to the Company as may be transferred required pursuant to this Agreement and to execute such representations or other documents or assurances as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together Company or such representatives deem necessary or advisable in connection with any equity securities paid as dividends such transfer. The Company, or distributions its authorized representative, will not be liable for any good faith act or omission with respect to such shares the holding in escrow or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations transfer of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofRestricted Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent All cash dividends and other distributions made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, or declared with respect to any indemnification claims Restricted Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Restricted Share with respect to which Retained Distributions have been made or declared in accordance cash and credit the Retained Distribution Account (without interest) on the date of payment with Article VI hereof (including the amount of such cash paid or declared with respect to the required timing of Claim NoticesRestricted Share. Retained Distributions (including any Retained Distribution Account balance) that remain unresolved at the time will immediately and automatically be forfeited upon forfeiture of the Escrow Expiration Date Restricted Share with respect to which the Retained Distributions were paid or declared. (“Pending Claims”)c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, all the Company will (i) cause the certificate (or a portion of new certificate without the Escrow Property reasonably necessary legend required by this Agreement, if Holder so requests) representing the Restricted Share to satisfy such Pending Claims (as determined based on be delivered to Holder or, if the amount of Restricted Share is held in book-entry form, cause the indemnification claim included in notations indicating the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Restricted Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant is subject to the provisions restrictions of Article VI. After this Agreement to be removed and (ii) pay to Holder the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent Retained Distributions relating to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerRestricted Share.

Escrow. (a) At or prior to the ClosingEffective Time, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable Escrow Amount shall be delivered or caused to the Purchaser and the Seller, be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as pursuant to the provisions of the Effective Timeescrow agreement in substantially the form attached as Exhibit D hereto, in subject to any amendments to such form requested by the Escrow Agent and substance reasonably satisfactory mutually agreed to the Purchaser by Parent and the Seller Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to the Effective Time, pursuant to which by and among Parent, the Purchaser Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall issue to provide Parent with recourse against amounts held in escrow by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedDamages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on terms and conditions set forth in the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agreement and in a segregated escrow account such Section 7.8 and Article IX of this Agreement (the “Escrow AccountFunds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and disbursed therefrom Parent at the times, and upon the terms and conditions, set forth in accordance with Article VI hereof and the Escrow Agreement. The terms and provisions of the Escrow Property Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the holders of Company Stock and, in the case of the Principal Stockholders, their execution and delivery of this Agreement, shall serve constitute approval by such holders, as to the sole source specific terms of payment for the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Seller pursuant to Article VI (other than Stockholders’ Representative, as provided for Fraud Claims). Unless otherwise required by Law, all distributions made from herein and in the Escrow Account shall be treated by Agreement. The release of the Parties as an adjustment to Escrow Funds (or any portion thereof) will occur on the Merger Consideration received by fifteen (15) month anniversary of the Seller pursuant to Article I hereof. (b) The Escrow Property shall not Closing, and will be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI terms hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time and of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (a) At or prior hereinafter referred to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as out of the Effective TimeClosing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser total sum shall issue be disbursed to the Escrow Agent on from the Closing DateProceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, a number of shares equal to five percent (5%) of each of indemnify and hold harmless Buyer under the shares of (i) Purchaser Common StockAcquisition Agreements and its managers, (ii) Series A Preferred Stockmembers, employees, agents, and representatives (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountAsset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (together including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any equity securities paid one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as dividends defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or distributions diligently defend such claim at their sole cost and expense with respect legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such shares or into which such shares are exchanged or convertedwritten notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the “Escrow Securities”Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be heldimmediately resolved is detrimental to the Buyer’s ongoing Businesses then, along with any other dividendsin that event, distributions Buyer may, bond, settle or other income on compromise the claim out of the Escrow Shares (together with Fund subject to a final determination by the Escrow Shares, the “Escrow Property”), in arbitrator. Notwithstanding a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by possible dispute between the Parties as an adjustment aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the Merger Consideration received by detriment of the Seller pursuant Buyer, the Buyer and its counsel shall have the right to Article I hereof. (b) The Escrow Property participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time paid out of the Escrow Expiration Date Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “Pending Claims”)promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, all the claim may be defended, comprised or a portion settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Property reasonably necessary Fund up to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Escrow Fund then in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as possession of the Escrow Expiration Date) shall remain in Agent. It is understood and agreed that the Seller’s obligations under the Escrow Account until such time Agreement as such Pending Claim to any expenses, costs or otherwise and in connection with any indemnification claim shall have been finally resolved and paid pursuant be limited to the provisions amount of Article VI. After the Escrow Expiration Date, Fund. Notwithstanding any Escrow Property remaining in provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the expense of such defense being paid out of the Escrow Account that is Fund. Seller cannot subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor settle a matter other than for dollar damages without the consent of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerBuyer.

Escrow. (a) At Purchaser hereby authorizes and directs the Secretary of the Company, or prior such other person designated by the Company, to transfer the Shares as to which a Repurchase Option has been exercised from Purchaser to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofCompany. (b) To insure the availability for delivery of the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares of Restricted Stock, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock assignment duly endorsed in blank. The share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property shall not be subject Instructions of the Company and Purchaser attached as Exhibit A hereto, until the first to any indemnification claim with respect occur of (i) the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, Company’s exercise of its Repurchase Option with respect to any indemnification claims made such Shares, (ii) the date on which such Shares cease to be Unvested Shares, or (iii) this Agreement ceasing to be in accordance with Article VI hereof effect. Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall deliver to Purchaser the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (including c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included Shares in escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (aBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) At or prior to hereof, at the Closing, Buyer will keep and retain the Purchaser Representative, Escrow Shares without any act of the Seller. The Escrow Shares shall be available to compensate the Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Shares shall be the sole source of indemnification from the Seller Representative and pursuant to this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a third-party escrow agent mutually acceptable claim for indemnification, each Escrow Share shall be deemed to have a value equal to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as average closing price per share of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent Buyer Common Stock on the Closing Date, a number Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of payment for such indemnification claim. Notwithstanding the foregoing, collectivelyany claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Escrow AmountAuthorization Claim”) shall be satisfied, at the option of the Buyer (together with any equity securities paid as dividends in its sole discretion) in either cash or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with in an amount up to the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the “amount in cash of the value of those Escrow Property”)Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, in a segregated escrow account (to the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and extent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Agreement. The Escrow Property shall serve as the sole source Shares before requiring satisfaction of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellercash.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreementescrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on the Closing Date, a number of shares of the Purchaser Common Stock (with each share valued at the Redemption Price) equal to five three percent (53%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.I.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party an escrow agent mutually acceptable to the Purchaser Company and the SellerPurchaser, as escrow agent acting reasonably (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five four percent (54%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of Merger Consideration Shares received by the Seller Company Shareholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date (including those at are revised or adjusted in accordance with respect to Article VI after the required timing of Claim NoticesExpiration Date) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rate Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to the Closing, Innovate, the Purchaser Shareholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Innovate shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five deposit Preferred Stock Consideration in an amount comprising ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration otherwise deliverable to the Company Shareholders (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms hereof and of the Escrow Agreement. The Escrow Property Shares shall be allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Innovate Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)Section 10. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Merger Consideration received by the Seller Company Shareholders pursuant to Article I Section 1 hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two six (26) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI Section 10 hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Innovate under Article VI and the Purchaser Share Price as of the Escrow Expiration DateSection 10) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VISection 10. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerCompany Shareholders, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At In order to satisfy and to establish a procedure for the satisfaction of claims by Buyer or prior to the Closingits related Indemnified Parties for indemnification, Buyer, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerJPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”), ) shall enter into an Escrow Agreementagreement, effective attached hereto as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit G (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock fund to be transferred as part of managed by the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) Agent and to be heldused to satisfy the Company’s and the Stockholders indemnification obligations, along with if any, any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), set forth in a segregated escrow account this Article VIII (the “Escrow AccountFund”) and disbursed therefrom in accordance with Article VI hereof ). Each Stockholder’s Pro Rata Portion of the Escrow Amount shall be set forth on the Certified Capitalization Table, and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required aggregate Purchase Price received by Law, all distributions made from the Escrow Account each such Stockholder shall be treated reduced by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofsuch amount. (b) The Escrow Property Fund shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, the first Business Day immediately following such date), (such period referred to herein as the “Escrow Period”), the Escrow Agent shall pay to each Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, minus (ii) the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Expiration DateDisbursement”); provided, however, with respect that to any indemnification claims made the extent it is subsequently determined in accordance with Article VI hereof (including with respect VIII that the Buyer is not entitled to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Buyer is not subject entitled to Pending Claims, if any, and not subject retain any other amounts subtracted pursuant to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewiththis Section, the Escrow Agent shall transfer promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. As soon as any such claims have been resolved (such resolution to be evidenced by the written agreement of the Indemnified Parties and the Indemnifying Parties or the written decision of the arbitrators as described below), and within five (5) Business Days thereafter, the Escrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of the Escrow Fund not required to satisfy any remaining Escrow Property remaining in claims. Interests accrued on the principal shall be paid and allocated entirely to Novacap. In the event of a conflict between the provisions of this Article VIII and the provisions of the Escrow Account to Agreement, the Sellerprovisions of the Escrow Agreement shall prevail.

Escrow. (a) At or prior to The Restricted Stockholder hereby authorizes and directs the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as Secretary of the Effective TimeCompany, in form and substance reasonably satisfactory or such other person designated by the Company, to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of transfer the shares of (i) Purchaser Common StockRestricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, (ii) Series A Preferred Stockas applicable, and (iii) Series B Preferred Stock to be transferred as part in the event of the Merger Consideration (all repurchase of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares by the Company or into which the Employer pursuant to Section 2.1 or forfeiture of such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofSection 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Property Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall not have been removed. As a further condition to the Company’s and the Employer’s obligations under this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon the lapse of the Restrictions on the Restricted Stock, the escrow agent shall promptly deliver to the Restricted Stockholder the certificate or certificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and the escrow agent shall be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to any indemnification claims made holding the Restricted Stock in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included escrow and while acting in good faith and in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as exercise of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerits judgment.

Escrow. (a) At or prior to Audubon shall, within ninety (90) days of the ClosingEffective Date, place at least ten million dollars ($10,000,000) of the Purchaser RepresentativeAudubon Equity into an escrow account for exclusive use toward the Total Initial Improvements Costs (the "Funding Escrow"), the Seller Representative and a third-party with an escrow agent mutually agreed to by the parties hereto, pursuant to an escrow agreement in form and content reasonably acceptable to the Purchaser and the Seller, as escrow agent parties (the “Escrow Agent”), shall enter into an "Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”"), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Audubon shall, within twelve (12) months of the Effective Date, place the remainder of the Audubon Equity into the Funding Escrow. If Audubon fails to comply with the requirements of this subsection, then, in addition to all other rights provided under this Agreement and applicable law, the City shall have the right to terminate this Agreement by written notice to Audubon and, as liquidated damages for Audubon's breach of this Agreement and not as a penalty, to thereafter use all funds deposited into the Funding Escrow Property in accordance with the Escrow Agreement, and this Agreement shall not thereafter be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”)of no further force or effect except as specifically provided herein; provided, however, with respect that the City shall not have the right to any indemnification claims made exercise the remedy provided in accordance with Article VI hereof (including with respect this sentence if, prior to the required timing end of Claim Noticesthe twelve month period set forth above, the New Orleans City Council has approved a rezoning, moratorium or other use restriction pertaining to the Property that restricts the permitted uses of the Property in a manner that is more restrictive than those allowed on the Effective Date. (c) that remain unresolved Disbursements of the Audubon Equity from the Funding Escrow to Audubon shall be made upon written instruction of Audubon to the escrow agent for payment toward the Total Initial Improvements Costs ("Disbursement Request"). Audubon must copy the City on all Disbursement Requests. The City may object to Audubon's Disbursement Request only if Audubon is not in compliance with this Agreement at the time of the Escrow Expiration Date Disbursement Request or if the Disbursement Request does not comply with the requirements of this Agreement, and any such objection must be made in writing and received by Audubon and the escrow agent within five (“Pending Claims”)5) days of the City's receipt of the Disbursement Request in question. Disbursement Requests may be made periodically through the construction of the Initial Improvements, all or but not in excess of one time per month. Audubon shall submit reasonable supporting documentation with each Disbursement Request, which shall include without limitation, a detailed invoice breakout of completed work and a summary sheet outlining the specific funding source for each invoice so that the City can ensure there is not a duplication of benefits. Any portion of the Audubon Equity that remains undisbursed after Final Completion shall be returned to Audubon. (d) The Escrow Property reasonably necessary Agreement will provide that, if this Agreement is terminated pursuant to satisfy such Pending Claims subsection (as determined based on the amount b) above, then disbursement of the indemnification claim included Funding Escrow to the City shall be restricted to funding the cost of redeveloping the Property into a public park and recreational facility, in accordance with schematic plans that have been approved by both the Claim Notice provided by the Purchaser Representative under Article VI City and the Purchaser Share Price Audubon, all as of the Escrow Expiration Date) shall remain more particularly set forth in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares, which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. a. Upon delivery of this Agreement properly executed by the Parties, Buyer shall tender 16,441 in ICG Shares (athe "Escrowed Amount") At or prior to the ClosingEscrow Agent, to be held by the Purchaser RepresentativeEscrow Agent in trust upon the express terms and conditions, with the Seller Representative powers and a third-party escrow agent mutually acceptable limitations, and for the exclusive purpose set forth herein. The ICG Shares shall be issued and held in the names of Sellers, in proportion to their ownership of the Purchaser Company, accompanied with stock powers duly executed in blank by Sellers. Such Escrowed Amount and all proceeds of such Escrowed Amount now or hereafter subject to this Agreement are hereinafter referred to as the Seller"Escrow Assets." The Parties agree that the Escrow Assets are the sole property of Sellers held by the Escrow Agent for the sole purpose of securing the indemnification obligations of Sellers pursuant to Article VIII of the Purchase Agreement. The Sellers shall have the right to vote the ICG Shares held in the Escrow Account, and all dividends paid on the ICG Shares shall be held in the Escrow Account pursuant to this Agreement for the benefit of Sellers. b. The Escrow Agent shall hold and safeguard the Escrow Assets separate and apart from the assets of the Escrow Agent. The Escrow Agent represents that the Escrow Assets shall not at any time, including in the event of the bankruptcy, dissolution or insolvency of the Escrow Agent or otherwise, be or be deemed to be assets of the Escrow Agent. x. Xxxxxxx, as escrow agent (a group, and Buyer shall each execute a certificate of incumbency substantially in the “Escrow Agent”), shall enter into an Escrow Agreement, effective as form of Exhibit B --------- for the purpose of establishing the identity of the Effective Time, in form and substance reasonably satisfactory representative(s) of each party entitled to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue instructions or directions to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI Paragraph 2 herein on behalf of such party (other than for Fraud Claimseach such person being referred to herein as "Authorized Representative"). Unless otherwise required by Law, all distributions made from the Escrow Account Sellers shall be treated by the Parties designate Sellers' Agent as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereoftheir Authorized Representative. (b) The Escrow Property d. Each Seller and Buyer shall not be subject furnish to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewitha Form W-8 or Form W-9, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Selleras applicable.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue cause to be delivered to the Escrow Agent on the Closing Date, a number of shares Exchange Shares (each valued at the Redemption Price) equal in value to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock Exchange Consideration otherwise issuable to be transferred as part of the Merger Consideration (all of Sellers at the foregoing, collectively, Closing based on the “Escrow Amount”) Estimated Closing Statement (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the foregoing (the "Other Escrow Shares (Property", together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property Shares shall also serve as the sole a security for, and a source of payment for of, the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Sellers under Section 2.6. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Exchange Consideration received by the Seller pursuant to Article I II hereof. Until and unless the Escrow Shares are forfeited in accordance with Section 2.6 below, the Sellers shall be deemed to be the owner of the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement, and the Escrow Agreement. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain held in the Escrow Account until and will be subject to release in accordance with Section 2.6 below. Each Seller by execution of this Agreement acknowledges that such time as such Pending Claim shall have been finally resolved and paid pursuant Seller’s right to the provisions of Article VI. After receive the Escrow Expiration Date, any Shares and the other Escrow Property remaining is contingent on the performance of Pubco and its Subsidiaries during the Earnout Period as set forth in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSection 2.6.

Escrow. (a) At Prior to or prior to simultaneously with the ClosingEffective Time, the Purchaser RepresentativeAIT and Parent shall enter into an escrow agreement with JPMorgan Chase Bank, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent NA (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as ) substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit A hereto (the “Escrow Agreement”). At the Effective Time, pursuant to which Parent shall withhold from the Purchaser shall issue Merger Consideration and deposit with the Escrow Agent an amount in cash equal to the Escrow Agent on Cash Holdback plus the Closing Date, a number of shares equal to five percent Adjustment Holdback and one or more certificates representing the Escrow Stock Holdback (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectivelytogether, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertyFund”), to be held in a segregated escrow an account (the “Escrow Account”) governed by the terms and disbursed therefrom conditions of this Agreement and the Escrow Agreement and managed by the Escrow Agent. (b) The Escrow Fund shall constitute security solely for (i) adjustments to the Merger Consideration pursuant to Section 2.09 and (ii) the indemnification obligations of AIT pursuant to Article 12, and shall be held in and distributed from the Escrow Account in accordance with Article VI hereof the provisions of this Agreement and the Escrow Agreement. The Escrow Property Agreement shall serve as the sole source of payment for the obligations provide that any amount of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from Closing Adjustment Holdback remaining in the Escrow Account following either (i) the payment to Parent of the Final Closing Adjustment Payment pursuant to Section 2.09, or (ii) the final determination pursuant to Section 2.09 that no such Final Closing Adjustment Payment is owed to Parent, shall be treated by released to AIT subject to this Agreement and the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) Escrow Agreement. The Escrow Property Agreement shall also provide that any amount of the Escrow Holdback remaining in the Escrow Account, and not be the subject to any indemnification of a claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims duly and timely made in accordance with Article VI hereof 12 hereof, on the date that is fifteen (15) months following the Closing shall be released to AIT subject to this Agreement, including with respect to the required timing of Claim Notices) that remain unresolved at the time of Section 12.01 hereof, and the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior Parent and Key Employee each agree to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an the Escrow Agreement, effective as of Agreement at or before the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The On the second anniversary of the Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Property Agent shall not theretofore have received a written notice from Parent pursuant to Section 4(c) or 4(d) of this Agreement, the Escrow Agent shall pay 100% of the Retention Amount to Key Employee, without any further need for instruction from Parent, and Parent shall cease to have any further claims to, or rights or interests in, such portion of the Retention Amount so paid to Key Employee, effective upon such payment. (c) Upon any lapse of the Restriction pursuant to Section 3(d) of this Agreement, Parent shall deliver a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Retention Amount to Key Employee (or, in the case of Key Employee’s death, to his estate) in accordance with the Escrow Agreement, and Parent shall immediately cease to have any further claims to, or rights or interests in, the Retention Amount. (d) Upon any forfeiture by Key Employee with respect to the Unvested Retention Amount as provided in Section 3(b), Parent shall deliver a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Unvested Retention Amount to Parent in accordance with the Escrow Agreement, and Key Employee shall immediately cease to have any further claims to, or rights or interests in, the Unvested Retention Amount. (e) Neither party shall give any instructions to the Escrow Agent except as expressly provided in Sections 4(b), 4(c) and 4(d) (other than any joint instructions as to which both parties may agree in writing). (f) Neither the Retention Amount held in escrow nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of Key Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any indemnification claim with respect the extent made after the date that is two other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (2) years after the Closing Date (the “Escrow Expiration Date”including bankruptcy), and any attempted disposition thereof shall be null and void and without effect, ab initio; provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Datethis Section 4(f) shall remain in not prohibit any transfer of Key Employee’s rights and interests hereunder by will or the Escrow Account until such time as such Pending Claim shall have been finally resolved laws of descent and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerdistribution.

Escrow. (a) At or prior Notwithstanding anything to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow contrary in this Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal Buyer shall deliver to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow SharesAgent, the “Escrow Property”), for deposit in a segregated escrow separate account (the “Escrow Account”) an amount equal to $7,000,000 (the “Escrow Amount”) for the purpose of securing Buyer’s indemnification rights pursuant to Article 10 of this Agreement, which shall be held and invested by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The adoption of this Agreement and the approval of the Merger by the Stockholders of the Company shall constitute approval of the Escrow Property Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow and the appointment of the Stockholders’ Representative. (c) Prior to any distribution of any amount from the Escrow Account (other than to Buyer), the Stockholders’ Representative shall be entitled to: (i) receive from the Escrow Account in reimbursement of its costs and expenses that amount of cash equal to the Stockholders’ Representative’s costs and expenses in connection with this Agreement and the Escrow Agreement, and (ii) direct the Escrow Agent to hold back from such distribution and retain in the Escrow Account an amount equal to the costs and expenses that the Stockholders’ Representative reasonably determines may be incurred in connection with any Disputes, which costs and expenses shall be paid to the Stockholders’ Representative at any time upon request of the Stockholders’ Representative. For the avoidance of doubt, (i) any distribution to the Stockholders’ Representative pursuant to this Section 2.12(c) shall not be subject deemed a distribution to any indemnification claim Stockholders but a reimbursement for actual expenses incurred by the Stockholders’ Representative in performing its services in connection with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of this Agreement and the Escrow Expiration Date Agreement, (“Pending Claims”), all or a ii) this subsection (c) shall only apply to that portion of the Escrow Property reasonably necessary Account that would have been distributed to satisfy such Pending Claims Holders of Preferred Shares, Holders of Common Shares and/or holders of In-the-Money Options (as determined based on and not Buyer) but for the amount provisions of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Datethis subsection (c). (d) shall remain in Any distribution from the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to (i) for the provisions benefit of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor Holders of an Indemnified Party, Preferred Shares and/or Holders of Non-Electing Common Shares shall be transferred paid by the Escrow Agent to the Seller. Promptly after Exchange Agent for further distribution by the final resolution Exchange Agent to such Holders in accordance with the terms of all Pending Claims this Agreement, and payment (ii) for the benefit of all indemnification obligations in connection therewith, Participants and/or holder of In-the-Money Options shall be paid by the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSurviving Corporation for further distribution by the Surviving Corporation to such Persons in accordance with the terms of this Agreement.

Escrow. (a) At or prior to On the Closing, first Business Day following the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent eighteen (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as 18) month anniversary of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, Parent and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Securityholder Representative shall cause the Escrow Shares (together Agent, in accordance with the Escrow SharesAgreement, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made release from the Escrow Account to the Paying Agent for further payment by the Paying Agent to each holder of Capital Stock or a Warrant and to the Surviving Company for further payment to each holder of Vested Options (each in accordance with their respective Pro Rata Shares), the amount (if any) by which the remaining balance of the Escrow Account exceeds the aggregate amount of all applicable Losses claimed by the Buyer Indemnified Parties on or prior to such date that are not yet resolved or that are resolved but have not yet been paid (the “Pending Escrow Claims Amount”). Upon the settlement of the indemnification claims of the Buyer Indemnified Parties pending as of the date the funds in the Escrow Account are otherwise required to be released, if the amount of Loss pursuant to such claims as finally determined is lower than the amount of the Pending Escrow Claims Amount, the amount that is not paid to the Buyer Indemnified Parties in respect thereof shall be treated by the Parties as an adjustment released to the Merger Consideration received by Paying Agent and the Seller pursuant Surviving Company for further distribution to Article I hereofthe Securityholders (in accordance with their respective Pro Rata Shares), in accordance with the terms of the Escrow Agreement. (b) The Escrow Property shall not be subject to any indemnification claim with respect On the extent made after first Business Day following the date set forth on Schedule 8.08(b), the Parent and the Securityholder Representative shall cause the Escrow Agent, in accordance with the Escrow Agreement, to release from the Special Escrow Account to the Paying Agent for further payment by the Paying Agent to each holder of Capital Stock or a Warrant (each in accordance with their respective Indemnification Percentage), the number of Parent Shares equal to the amount (if any) by which the remaining balance of the Special Escrow Account exceeds the aggregate amount of all applicable Losses claimed by the Buyer Indemnified Parties on or prior to such date that is two (2) years after the Closing Date are not yet resolved or that are resolved but have not yet been paid (the “Pending Special Escrow Expiration DateClaims Amount”); provided, however, with respect to any . Upon the settlement of the indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion Buyer Indemnified Parties pending as of the date the funds in the Special Escrow Property reasonably necessary Account are otherwise required to satisfy be released, if the amount of Loss pursuant to such Pending Claims (claims as finally determined based on is lower than the amount of the indemnification claim included Pending Special Escrow Claims Amount, the number of Parent Shares equal to the amount that is not paid to the Buyer Indemnified Parties in respect thereof shall be released to the Claim Notice provided by the Purchaser Representative under Article VI Paying Agent and the Purchaser Share Price as Surviving Company for further distribution to the Securityholders (in accordance with their respective Pro Rata Shares), in accordance with the terms of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Buyer shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on a stock certificate registered in the Closing Date, a number of shares equal to five percent (5%) of each name of the shares Escrow Agent or its nominee representing the Escrow Fund for the purpose of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part securing the indemnification obligations of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof Seller and the Escrow Members set forth in this Agreement. The Escrow Property Fund shall serve as be held by the sole source of payment for Escrow Agent under the obligations of the Seller Escrow Agreement pursuant to Article VI (other than for Fraud Claims)the terms thereof. Unless otherwise required by Law, all distributions made from the The Escrow Account Fund shall be treated by the Parties held as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property a trust fund and shall not be subject to any indemnification claim with respect lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made purposes of and in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time terms of the Escrow Expiration Date (“Pending Claims”)Agreement. Until the termination of the escrow in accordance with the terms of the Escrow Agreement, the Seller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make-up a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims Fund) in one or more transactions provided that (as determined based on i) the amount of price per share for the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as sale of the Escrow Expiration DateShares is not less than the average closing price of Buyer Common Stock for the five (5) trading days immediately preceding the Closing, (ii) the proceeds from any such sale(s) shall remain be held in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred escrow by the Escrow Agent pursuant to the Sellerterms of the Escrow Agreement, and (iii) Seller may not direct any such sale during any blackout period under any xxxxxxx xxxxxxx policy or blackout policy of Buyer, and the Buyer shall promptly execute any and all required joint instructions to the Escrow Agent to facilitate any and all such sales of the Escrow Shares. Promptly after Further, Seller shall have the final resolution sole discretion to direct the investment of all Pending Claims amounts held in the Escrow Fund pursuant to the investment options specified in, and payment of all indemnification obligations in connection therewithaccordance with the restrictions of, the Escrow Agent shall transfer Agreement, and Buyer agrees to promptly execute any remaining Escrow Property remaining in and all joint instructions to the Escrow Account Agent to the Sellerfacilitate any and all such investments.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, a number of shares equal Buyer shall cause to five percent (5%) of each of be delivered to Escrow Agent the shares Escrow Amount. The Escrow Amount shall be held for the express purposes of (i) Purchaser Common Stockmaintaining the Purchase Price Adjustment Amount from which to pay any Purchase Price adjustment required to be paid to Buyer pursuant to Section 2.5 of this Agreement, and (ii) Series A Preferred Stock, maintaining the Buyer Indemnification Amount as a source for the satisfaction of claims by the Buyer Indemnified Parties for Losses suffered or incurred by them and (iii) Series B Preferred Stock for which they are entitled to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends recover pursuant to Article 10 or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account Article 11 hereof (the “Buyer Indemnification Claims”). The Purchase Price Adjustment Amount shall not be used for any Buyer Indemnification Claims. The Escrow Account”) and disbursed therefrom Amount will be released from the Escrow Account in accordance with Article VI hereof the terms of the Escrow Agreement and Section 2.5 of this Agreement. In the event any portion of the Purchase Price Adjustment Amount is not required to be paid pursuant to Section 2.5 of this Agreement, such remaining portion of the Purchase Price Adjustment Amount shall be disbursed immediately to the Holders pursuant to Section 2.5. Subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account Agent shall be treated by release on the Parties as an adjustment to Escrow Release Date any remaining funds held in the Merger Consideration received by the Seller pursuant to Article I hereofEscrow Account, less any amounts reserved for payment in connection with any Buyer Indemnification Claims. (b) The Any Escrow Property shall not be subject to Amount retained for Buyer Indemnification Claims asserted by any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect Buyer Indemnified Party prior to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Release Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) but which are not yet resolved shall remain in the escrow until released in accordance with the terms of the Escrow Account until such time as such Pending Agreement. (c) For avoidance of doubt, any disputes regarding the amounts to be reserved in the escrow in connection with any Buyer Indemnification Claim shall have been finally resolved and paid pursuant be subject to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining set forth in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSection 12.19.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five Shareholders agree that fifty percent (550%) of each all principal and interest due under the Debenture (including any common stock of Parent issued in conversion of such principal) and the Promissory Note, and fifty percent (50%) of all payments made under the Contracts for Deed, shall be deposited, when paid by Purchaser, into a joint bank account agreed upon by Seller and Purchaser which requires the signature of both Seller and Purchaser to make draws and sign checks; provided however, that in no event shall payments due under the Promissory Note, the Debenture or the Contracts for Deed be withheld or deposited in the foregoing account if sum of the shares aggregate amount then held in such account plus the sum of amounts previously expended by Seller in implementing the Plan of Remediation is at least equal to the lesser of (i) Purchaser Common Stock$350,000, or (ii) Series A Preferred Stockthe amount reasonably estimated by RE/SPEC, and (iii) Series B Preferred Stock Inc. to implement any work under the Plan of Remediation for which payment has not been made or which is yet to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account performed. All amounts so deposited (the “Escrow Account”"Escrowed Amounts") and disbursed therefrom in accordance with Article VI hereof shall be used by Seller to implement the Plan of Remediation and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account remaining balance shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made held in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account account until such time as such Pending Claim shall (i) the MPCA has issued a letter to Seller stating that no further action is required with respect to remediation of the contamination of the Real Estate or any adjacent property affected by contamination to the Real Estate; and (ii) all contractors, engineers, consultants, laborers, materialmen, suppliers, attorneys, agents and any other party retained by Seller to provide services in the preparation and execution of the Plan of Remediation have been finally resolved paid in full. All interest earned on the Escrowed Amounts may be withdrawn by the Seller and paid pursuant Shareholders as permitted by the depository institution at which the Escrowed Amounts are deposited. The foregoing escrow of payments will not preclude Purchaser from seeking indemnification from Seller and Shareholders under Section 11 of this Agreement, to the provisions extent the foregoing remedies do not adequately compensate Purchaser for expenses and costs incurred in respect of Article VIany Third Party Claims (as defined in Section 11). After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.(e)

Escrow. (a) At or prior to As of the Closing, Buyer shall deposit in escrow cash in the Purchaser Representativeamount of $11,000,000 (the “Escrow Amount”), to be held to fund in part the Seller Representative indemnification obligations of the Stockholders and a third-party escrow agent mutually acceptable Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Purchaser Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the SellerRepresentative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with Xxxxx Fargo Bank, as escrow agent National Association (the “Escrow Agent”), shall enter into an ) to govern the terms and conditions of the release of the Escrow Amount. As more fully set forth in the Escrow Agreement, effective twenty-five percent (25%) of the Escrow Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Effective TimeEscrow Amount prior to such date, in form and substance reasonably satisfactory shall be released to the Purchaser Representative (on behalf of the Stockholders and Optionholders) on the date which is twelve (12) months following the Closing Date and the Seller (the “remaining Escrow Agreement”)Amount, pursuant to which the Purchaser shall issue to the Escrow Agent on including any interest earned thereon from the Closing Date, a number less (x) the amount of shares equal to five percent (5%) any claims made by Buyer in good faith against the Escrow Amount that are pending as of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stocksuch date, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”y) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant amounts paid to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made Buyer from the Escrow Account shall be treated by the Parties as an adjustment Amount prior to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Partydate, shall be transferred by the Escrow Agent released to the Seller. Promptly after Representative (on behalf of the final resolution of all Pending Claims Stockholders and payment of all indemnification obligations in connection therewith, Optionholders) on the Escrow Agent shall transfer any remaining Escrow Property remaining in date which is twenty-four (24) months following the Escrow Account to the SellerClosing Date.

Escrow. (a) At or prior to the Closing, or as soon as practicable after the Purchaser RepresentativeEffective Time, Finisar will cause to be deposited into escrow (the Seller Representative “Escrow”) certificates representing the Escrow Shares. The Escrow Shares shall be held by U.S. Bank Trust National Association or such other financial institution as Finisar and a third-party escrow agent InterSAN shall mutually acceptable to the Purchaser and the Seller, as escrow agent determine (the “Escrow Agent”), shall enter into ) in accordance with and subject to the provisions of an Escrow Agreement, effective as Agreement substantially in the form of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Exhibit B hereto (the “Escrow Agreement”). The Escrow Shares shall be deemed to have been contributed only by holders of issued and outstanding InterSAN Capital Stock immediately prior to the Effective Time (“InterSAN Stockholders”). The percentage of the Escrow Shares contributed on behalf of each holder of InterSAN Common Stock contributing to the Escrow, pursuant as shown in a schedule to which be delivered at the Purchaser shall issue Closing and attached to the Escrow Agent on the Closing DateAgreement, a number of shares equal to five shall be ten percent (510%) of each of the shares of Finisar Common Stock entitled to be received by each such holder of InterSAN Common Stock at the Effective Time; provided, however, that if ten percent (i10%) Purchaser of the shares of Finisar Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part delivered to any holder of InterSAN Common Stock is less than ten (10) shares, such holder shall not be obligated to contribute shares of Finisar Common Stock to the Merger Consideration (all Escrow. The percentage of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with contributed on behalf of each holder of InterSAN Preferred Stock contributing to the Escrow SharesEscrow, the “Escrow Property”), as shown in a segregated escrow account (schedule to be delivered at the “Escrow Account”) Closing and disbursed therefrom in accordance with Article VI hereof and attached to the Escrow Agreement. The Escrow Property , shall serve as the sole source of payment for the obligations be ten percent (10%) of the Seller pursuant shares of Finisar Common Stock entitled to Article VI be received by each such holder of InterSAN Preferred Stock at the Effective Time; provided, however, that if ten percent (other 10%) of the shares of Finisar Common Stock to be delivered to any holder of InterSAN Preferred Stock is less than for Fraud Claims). Unless otherwise required by Lawten (10) shares, all distributions made from the Escrow Account such holder shall not be treated by the Parties as an adjustment obligated to contribute shares of Finisar Common Stock to the Merger Consideration received by the Seller pursuant to Article I hereofEscrow. (b) The Escrow Property Shares shall not be subject to any claims of indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI IX and the Purchaser Share Price as of the Escrow Expiration Date) shall remain procedures specified in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Agreement. Subject to the provisions of Article VI. After Section 9.2(d), the sole recourse for claims under this Agreement shall be the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At the Effective Time, Parent shall deliver or prior cause to be delivered cash in an amount equal to the ClosingEscrow Amount to The Bank of New York Trust Company, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerN.A., as escrow agent (the “Escrow Agent”), pursuant to the provisions of an escrow agreement which shall enter be entered into an Escrow Agreementprior to or concurrently with the Effective Time by and among Parent, effective as the Representative, on behalf of the Effective TimeIndemnifying Stockholders, in form and substance reasonably satisfactory to the Purchaser and the Seller Escrow Agent, and which shall be in substantially the form attached as Exhibit B hereto, subject to such modifications and amendments as the parties thereto may agree upon (the “Escrow Agreement”), pursuant to which the Purchaser . The Escrow Agreement shall issue to provide Parent with recourse against amounts held in escrow by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow AccountFunds”) for a period of 18 months from and disbursed therefrom after the Effective Time (the “Escrow Period”) with respect to any and all Parent Claims made under Section 14 of this Agreement, subject to the terms and conditions set forth in accordance with Article VI hereof the Escrow Agreement and in such Section 14. The Escrow Amount plus any interest earned prior to distribution (or any portion thereof) shall be distributed to the Indemnifying Stockholders, and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time terms and provisions of the Escrow Expiration Date Agreement and the transactions contemplated thereby are specific terms of the Merger and of the transactions contemplated by the Common Stock Purchase Agreements, and the approval and adoption of this Agreement, the Common Stock Purchase Agreements and the transactions contemplated hereby (“Pending Claims”)including the Merger) and thereby by the Indemnifying Stockholders pursuant to the Stockholders’ Written Consent shall constitute approval by such Indemnifying Stockholders, as specific terms of the Merger and of the transactions contemplated by the Common Stock Purchase Agreements, and the irrevocable agreement of such Indemnifying Stockholders to be bound by and comply with, the Escrow Agreement and all or a portion of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Property reasonably necessary Amount into escrow, the indemnification obligations set forth in Section 14 hereof and the appointment and sole authority to satisfy such Pending Claims (as determined based act on the amount behalf of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as Indemnifying Stockholders of the Escrow Expiration Date) shall remain Representative, as provided for herein and in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.

Escrow. In order to partially secure the indemnity obligations of the Sellers as set forth herein (a) At or prior to including the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser indemnities set forth in Article X and the Seller, as escrow agent (the “Escrow Agent”obligation to pay any deficiency owed pursuant to Section 2.3(f)), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Representative (on behalf of the Sellers) shall execute at the Closing an escrow agreement in the form attached hereto as Exhibit E (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to "ESCROW AGREEMENT") with the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of whereby each of the shares of Indemnification Escrow Amount and the Working Capital Escrow Amount shall be held in separate interest-bearing escrow accounts (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectivelysuch accounts, the “"INDEMNIFICATION ESCROW ACCOUNT" and the "WORKING CAPITAL ESCROW ACCOUNT", respectively). The Indemnification Escrow Amount”) (together with Amount shall be used to satisfy amounts payable by the Sellers to the Purchaser pursuant to Article X hereof; provided that any equity securities remaining amounts in the Indemnification Escrow Account shall be paid to the Seller Representative on December 31, 2006, less the amount equal to any unresolved claim or claims for indemnification against the Sellers pursuant to Article X hereof, all as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), more fully described in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Working Capital Escrow Property Amount shall serve be used to satisfy the Sellers' obligation to pay any deficiency owed pursuant to Section 2.3(f) hereof and shall be paid to the Purchaser and/or the Seller Representative, as the sole source of payment for case may be, within three (3) Business Days after the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from Settlement Date in accordance with Section 2.3(f) hereof and as more fully described in the Escrow Account Agreement. The Purchaser and the Sellers agree that the Escrow Amount shall be treated as owned for all Tax purposes by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including Sellers and all income earned with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided Amount shall be owned by the Purchaser Representative under Article VI Sellers and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant allocated to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of Sellers for all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerTax purposes.

Escrow. The Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At the execution of this Agreement and shall be held in escrow by the Company or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerits designee, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release or electronically transfer to the Purchaser and Participant, upon request, those Shares, which have vested (other than any withheld by the Seller (the “Escrow Agreement”), Company pursuant to which Section 9). In the Purchaser event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall issue give written notice to the Participant and to the Escrow Agent on specifying the Closing Date, a number of shares equal forfeited Shares or Shares to five percent (5%) be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (ia) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (iib) Series A Preferred Stock, and (iii) Series B Preferred Stock the election by the Company to be transferred as part of the Merger Consideration (waive forfeiture on all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow unvested Shares, or (c) the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Participant, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Participant and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining have been settled either by mutual written agreement of the parties concerned or by the decision of an arbitrator pursuant to Section 21 of the Plan. All reasonable costs, fees and disbursements incurred by the Escrow Property remaining Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the Escrow Account name of the Participant on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the Sellervesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Participant shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Participant electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Participant shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, the Participant’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Participant electronically rather than by a stock certificate, the legend described above shall be removed, but may bear such other legends as the Company deems advisable pursuant to Section 6 below.

Escrow. (a) At or prior to $1,000,000 of the Closing, Cash Merger Consideration (the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller“Escrow Amount”) shall be deposited with Deutsche Bank National Trust Company, as escrow agent (the “Escrow Agent”“), shall enter into an to constitute a collateral fund (the “Escrow Fund“) for purposes of securing the indemnification obligations of the former holders of the Target Series C Preference Shares (the “Escrow Shareholders”) under Article VIII of this Agreement. Notwithstanding anything to the contrary in this Agreement, effective as of recourse against the Effective Time, Working Capital Escrow Fund (solely in form relation to Section 1.7 hereof) and substance reasonably satisfactory the Escrow Fund (solely in relation to Section 1.7 hereof to the Purchaser extent the Acquiror Excess Payment, if any, exceeds $100,000 and Article VIII hereof, subject to the Seller limitations set forth in Section 8.4 hereof) shall constitute the sole and exclusive remedy of any Acquiror Indemnified Party (as defined in Article VIII) under this Agreement, except as otherwise set forth in Section 9.6(a) hereof. The Escrow Amount shall be held in escrow pursuant to an escrow agreement in substantially the form attached hereto as Exhibit D or in such form as otherwise mutually agreed upon by the parties (the “Escrow Agreement”) to be executed by Acquiror, Target, the Shareholders Representative and the Escrow Agent at or prior to Closing. (b) Subject to the last sentence of this Section 1.12(b), the Escrow Amount plus the interest and any earnings accrued on the Escrow Amount less any amounts released earlier pursuant to which this Agreement or the Purchaser shall issue to Escrow Agreement, will be released by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years 24 months after the Closing Date (the “Escrow Expiration Termination Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect ) to the required timing of Claim Notices) Escrow Shareholders. Notwithstanding the foregoing, to the extent that remain any then pending and unresolved at the time of the Escrow Expiration Date (“Pending Claims”)claims for indemnification under Section 8.2 exist, all or a that portion of the Escrow Property reasonably Amount necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred retained by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending until such claims are finally resolved. (c) Claims and payment of all indemnification obligations in connection therewith, against the Escrow Agent Fund shall transfer any remaining Escrow Property remaining be resolved between the Indemnified Parties and the Shareholders Representative in the Escrow Account to the Sellermanner provided in Article VIII hereof.

Escrow. (ai) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Buyer will (the “Escrow Agent”in accordance with Section 2.1(d)(ii)(B), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue ) deliver to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock Escrow Amount to be transferred as part of held in escrow pursuant to the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) Agreement and to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by LawAccount, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to together with any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI interest and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Partyearnings thereon, shall be transferred held by the Escrow Agent and released by the Escrow Agent to the SellerSurviving Corporation, the Exchange Agent or the Buyer, as applicable, in accordance with the terms of the Escrow Agreement. (ii) Any portion of the Escrow Fund disbursed pursuant to the Escrow Agreement for the benefit of the Company Equityholders shall be disbursed in accordance with this Section 2.1(e)(ii) and the Allocation Schedule. Promptly after A portion of such disbursed amount equal to the final resolution applicable Per Share Escrow Distribution that is payable in respect of all Pending Claims and payment each share of all indemnification obligations in connection therewith, Company Stock converted pursuant to Section 2.1(c) shall be paid by the Escrow Agent shall transfer any remaining Escrow Property remaining in to the Exchange Agent pursuant to the terms of the Escrow Account Agreement for payment to the Sellerholder thereof. A portion of such disbursed amount equal to the applicable Per Share Escrow Distribution that is payable in respect of each Company Option shall be paid by the Escrow Agent to the Buyer or the Surviving Corporation pursuant to the terms of the Escrow Agreement for payment to the holder thereof through the Buyer’s or the Surviving Corporation’s payroll (which amount shall be paid by the Buyer or the Surviving Corporation to such holder on the first payroll payment date after the Buyer’s or the Surviving Corporation’s receipt of such amount; provided that if the Buyer or Surviving Corporation received such amount fewer than five (5) Business Days prior to such payroll payment date, the amount shall be paid on the next payroll payment date, and in each case shall be subject to any applicable withholding as provided in Section 2.10). For the avoidance of doubt, the Buyer shall (in accordance with the Allocation Schedule) cause (A) the Surviving Corporation to use any funds distributed to the Surviving Corporation pursuant to this Section 2.1(e)(ii) and (B) the Exchange Agent to use any funds distributed to the Exchange Agent pursuant to this Section 2.1(e)(ii) to make the payments provided for in this Section 2.1(e)(ii), and such funds shall not be used for any other purpose except as provided in this Agreement.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Primary Sellers, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser, the Purchaser Sellers and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue and deliver to the Escrow Agent on the Closing Date, a number of shares Exchange Shares (with each share valued at the Per Share Price) equal in value to five fifteen percent (515%) of each of the shares of Exchange Consideration issuable to the Sellers at the Closing based on the Estimated Closing Statement (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of this Agreement and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Sellers pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Sellers under Section 2.5 and the obligations of the Sellers pursuant to Article VI IX (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger number of shares of Exchange Consideration received by the Seller Sellers pursuant to Article I II hereof. Each Seller shall be deemed to be the owner of its Pro Rata Share of the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Seller shall have the right to instruct the Escrow Agent how to vote its Pro Rata Share of such Escrow Shares during the time held in the Escrow Account as Escrow Shares. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI IX hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI IX and the Purchaser Pubco Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIIX. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerSellers, with each such Seller receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerSellers, with each such Seller receiving its Pro Rata Share of such Escrow Property.

Escrow. Escrow Agent shall hold the Downpayment in escrow and shall dispose of the Downpayment only in accordance with the following provisions: (a) At Escrow Agent shall deliver the Downpayment to Seller or prior Purchaser, as the case may be, as follows: (i) to Seller, upon completion of the Closing; or (ii) to Seller, after receipt of Seller's demand in which Seller certifies either that (A) Purchaser has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or canceled, and Seller is thereby entitled to receive the Downpayment; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Purchaser in accordance with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection (as defined in Section 19(b)(i)) from Purchaser within such ten (10) day period; or (iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the Downpayment; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Downpayment, Escrow Agent shall be relieved of all liability hereunder and with respect to the ClosingDownpayment unless delivered in contradiction to the provisions hereof. Escrow Agent shall deliver the Downpayment, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. (i) Upon receipt of a written demand from Seller or Purchaser under Section 19(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the Purchaser Representative, other party may object to delivery of the Seller Representative and a third-party escrow agent mutually acceptable Downpayment to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (A) to continue to hold the Downpayment until Escrow Agent receives a written agreement of Purchaser and Seller directing the Sellerdisbursement of the Downpayment, as escrow agent in which event Escrow Agent shall disburse the Downpayment in accordance with such agreement; and/or (B) deposit the “Escrow Agent”Downpayment into any court of competent jurisdiction and bring any action of interpleader or any other proceeding; and/or (C) in the event of any litigation between Seller and Purchaser, to deposit the Downpayment with the clerk of the court in which such litigation is pending. Notwithstanding any other provision contained within this Agreement, if Purchaser has terminated this Agreement in accordance with the provisions of Sections 7(a)(ii), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”9(c), pursuant 15(a), 15(b), 16(a) and/or 24(m), Seller shall be entitled to which the Purchaser shall issue deliver a Notice of Objection to the Escrow Agent on pursuant to its right to do so in accordance with the other provisions of this Section 19. Seller hereby agrees that it shall include within any such Notice of Objection the amount which it claims to be entitled to pursuant to the appropriate provisions of this Agreement, with any such claim for damages being limited to actual damages expected to be suffered or incurred by Seller as a result of Purchaser's breach of its indemnification obligations as set forth in Sections 14 and 17 above (together with reasonable attorney's fees and cost of suit), and with Escrow Agent being instructed to return the balance of the Downpayment to Purchaser. (ii) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 19(a)(ii) or (iii), or Notice of Objection under Section 19(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Downpayment pursuant to Section 19(b)(i)(A),(B) or (C). In the event the Downpayment is deposited in a court by Escrow Agent pursuant to Section 19(b)(i)(B) or (C), Escrow Agent shall be entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Downpayment, Purchaser and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent (which said parties shall share equally, but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party. (c) Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent shall place the Downpayment in an Approved Investment. Escrow Agent may not commingle the Downpayment with any other funds held by Escrow Agent. Escrow Agent may convert the Downpayment from the Approved Investment into cash or a non-interest-bearing demand account at an Approved Institution as follows: (i) at any time within seven (7) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended, at any time within seven (7) days prior to the accelerated or extended Closing Date (PROVIDED, HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the Downpayment in cash or a number non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of shares equal to five percent any such adjournment). (5%d) of each of As used herein, the shares of term "Approved Investment" means (i) any interest-bearing demand account or money market fund with Xxxxx Fargo Bank, N.A. or any other institution otherwise approved by both Seller and Purchaser Common Stock(collectively, an "Approved Institution"), or (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) investment approved by both Seller and disbursed therefrom in accordance with Article VI hereof and the Escrow AgreementPurchaser. The Escrow Property rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall serve as be made in the sole source discretion of payment Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I purpose hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. Following the Initial Decision Date and at least thirty (a30) At or calendar days prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Payment Due Date (the “Escrow AgentFunding Date”), WABCO shall enter into an Escrow Agreement, effective as of or shall cause any other Indemnitor to deposit the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Initial Decision Amount (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Escrowed Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or by wire transfer in immediately available cash into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated an escrow account (the “Escrow Account”) with a third party banking institution which is mutually acceptable to ASD and disbursed therefrom in accordance with Article VI hereof WABCO to be governed by an escrow agreement entered into among WABCO, the WABCO Charged Parties, ASD and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date escrow agent (the “Escrow Expiration Agreement”) in substance and form reasonably acceptable to ASD and WABCO, which Escrow Agreement shall contain customary terms and conditions and shall reflect the agreed upon mechanics set forth in this Section 4.1. Following the deposit of the Escrowed Amount into the Escrow Account, seven Business Days prior to the Payment Due Date (or such earlier date as ASD and WABCO may mutually agree): (i) if, in accordance with Section 2.2, neither WABCO (on behalf of the WABCO Charged Parties or B&K Charged Parties) nor ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date”), the Escrowed Amount will be released (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; or (ii) if, in accordance with Section 2.2, WABCO (on behalf of the WABCO Charged Parties or B&K Charged Parties) or ASD (on behalf of the ASD Charged Parties) appeal the Initial Decision by the Appeal Deadline Date with respect to the decision rendered against any such Charged Party, the Escrowed Amount will be released seven Business Days prior to the Payment Due Date (pursuant to a written instruction that ASD is required to deliver to the escrow agent in accordance with the Escrow Agreement) to the European Commission in the manner specified in the Initial Decision or otherwise provided by applicable Law; provided, however, in lieu of the foregoing, if, at least nine Business Days prior to the Payment Due Date, WABCO provides or causes to be provided (x) a bank guarantee that is accepted by the European Commission which guarantees the Initial Decision Amount and the amount of any interest that will accrue on the Initial Decision Amount and will be due and owing to the European Commission between the Payment Due Date and the date on which the fine and any accrued interest thereon have been paid in full following the rendering of a final resolution of the Bathroom Fittings and Fixtures Proceedings (including the final judgment concluding the appeal process initiated by the Charged Parties in connection with respect to any indemnification claims made the Bathroom Fittings and Fixtures Proceedings), in each case determined in accordance with Article VI hereof the Initial Decision and the applicable rules in force in the European Union (including with respect copies of such bank guarantee being simultaneously provided to ASD and the required timing of Claim Noticesescrow agent) and (y) such other evidence, to ASD’s reasonable satisfaction, that remain unresolved at the time of European Commission has accepted the Escrow Expiration Date bank guarantee in the form and amount provided by WABCO, the Escrowed Amount shall be released if ASD determines, in its good faith discretion, that clause (x) and (y) above have been satisfied (such guarantee being referred to herein as an “Pending ClaimsAccepted and Confirmed Bank Guarantee”), all pursuant to a written instruction delivered by ASD to the escrow agent in accordance with the Escrow Agreement, by wire transfer of immediately available funds to an account designated by WABCO. For the avoidance of doubt, from and after the time WABCO provides or a portion causes to be provided an Accepted an Confirmed Bank Guarantee in accordance with this Agreement (whether through an Early Payment or pursuant to this Section 4.1(b)(ii)), according to the standard practice of the Escrow Property reasonably necessary European Commission, WABCO shall have the right, with the consent of ASD, to satisfy replace such Pending Claims (as determined based on the amount of the indemnification claim included bank guarantee, in whole or in part, with a provisional payment in the Claim Notice provided manner specified by the Purchaser Representative under Article VI and the Purchaser Share Price Initial Decision or as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred otherwise agreed by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims European Commission and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerASD.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePhotoMedex, Radiancy, the Seller PhotoMedex Representative (as defined below), the Radiancy Representative (as defined below) and a third-party escrow agent Broadridge Corporate Issuer Solutions, Inc. (or such other Person as may be mutually acceptable to agreed upon by the Purchaser and the SellerParties, as escrow agent (the “Escrow Agent”), ) shall enter into an Escrow Agreement, effective as of in the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser ) and PhotoMedex shall issue to deposit with the Escrow Agent on the Closing Date, a number of shares equal to five percent certificates representing Eight Hundred Thousand (5%800,000) of each of the shares of PhotoMedex Common Stock (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held). As the remedy of PhotoMedex and the PhotoMedex Indemnified Parties (as defined below), along with any other dividendson one hand, distributions or other income as the remedy of Radiancy and the Radiancy Indemnified Parties (as defined below), on the Escrow Shares (together with other hand, the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) Securities shall be applied to satisfy any PhotoMedex indemnification claims or Radiancy indemnification claims pursuant to and disbursed therefrom in accordance with Article VI hereof and Section 5.18. Upon release from escrow, the Escrow AgreementSecurities shall be allocated in accordance with the PhotoMedex Stockholder Allocation in the event of a PhotoMedex indemnification claim or allocated in accordance with the Radiancy Stockholder Allocation in the event of a Radiancy indemnification claim. The Escrow Property Securities shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not no longer be subject to any indemnification claim with respect the extent made PhotoMedex Claim or Radiancy Claim after the date that is two six (26) years after month anniversary of the Closing Date (the “Escrow Expiration Claim Termination Date”); provided, however, that with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim NoticesPhotoMedex Claim(s) and/or Radiancy Claim(s) that remain remains unresolved at the time of the Escrow Expiration Claim Termination Date (“Pending Claims”)and notice of which was properly and timely delivered pursuant to Section 5.18, all or a portion of the Escrow Property Securities reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Dateclaim(s) shall remain in the Escrow Account subject to escrow until such time as such Pending Claim claim(s) shall have been finally resolved and paid pursuant to the provisions of Article VISection 5.18 and, in the event the aggregate amount of the unresolved claim(s) is in excess of the value of the remaining Escrow Securities in the escrow fund (as calculated pursuant to the next sentence), all such Escrow Securities shall remain subject to escrow until final resolution of such claim(s). After For purposes of satisfying any Damages (as defined below) incurred by PhotoMedex and the PhotoMedex Indemnified Parties pursuant to a PhotoMedex Claim or Radiancy and the Radiancy Indemnified Parties pursuant to a Radiancy Claim, as the case may be, the Escrow Expiration Date, any Securities shall be deemed to be valued at the average closing trading price of PhotoMedex Common Stock for the period beginning ten (10) Trading Days prior to the date of this Agreement and ending ten (10) Trading Days after the date of this Agreement. Any Escrow Property Securities released to the Radiancy Stockholders shall be deemed to be Merger Consideration. Any Escrow Securities remaining in escrow after the Escrow Account that is not subject to Pending Claims, if any, Claim Termination Date and not subject to resolved but unpaid claims in favor of an Indemnified Party, any unresolved PhotoMedex Claim or Radiancy Claim shall be transferred cancelled. (b) The Parties agree that (i) Xx. Xxxx Xxx-Dror shall be appointed as the Radiancy Representative and the attorney-in-fact for and on behalf of the Radiancy Stockholders with respect to this Section 1.3, Section 5.18 and the Escrow Agreement and the taking by the Radiancy Representative of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Section 1.3, Section 5.18 or the Escrow Agent Agreement; and (ii) Xxxxx X. Sight shall be appointed as the PhotoMedex Representative and the attorney-in-fact for and on behalf of the PhotoMedex Stockholders with respect to this Section 1.3, Section 5.18 and the SellerEscrow Agreement and the taking by the PhotoMedex Representative of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Section 1.3, Section 5.18 or the Escrow Agreement; including in each case the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and (iii) take all actions necessary in the judgment of the Radiancy Representative or the PhotoMedex Representative, as the case may be, for the accomplishment of the other terms, conditions and limitations of this Section 1.3, Section 5.18 and the Escrow Agreement. Promptly after the final resolution of all Pending Claims Each Party and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer only be required to acknowledge or act upon written communication signed by the Radiancy Representative and/or the PhotoMedex Representative. No bond shall be required of the Radiancy Representative or the PhotoMedex Representative, and neither the Radiancy Representative nor the PhotoMedex Representative shall receive any remaining Escrow Property remaining in compensation for his or her services under this Agreement and the Escrow Account Agreement with respect to the SellerEscrow Securities and any indemnification claims hereunder. The Radiancy Representative shall have no liability whatsoever to the Radiancy Stockholders relating to his or her service as Radiancy Representative (including any action taken or omitted to be taken), except that he or she shall be liable for harm that he or she directly causes by an act of willful misconduct. The PhotoMedex Representative shall have no liability whatsoever to the PhotoMedex Stockholders relating to his or her service as PhotoMedex Representative (including any action taken or omitted to be taken), except that he or she shall be liable for harm that he or she directly causes by an act of willful misconduct. PhotoMedex shall pay all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, experts and consultants) incurred by the Radiancy Representative or the PhotoMedex Representative, as the case may be, in connection with the performance of his or her respective obligations as the Radiancy Representative or the PhotoMedex Representative, as the case may be, under this Agreement and the transactions contemplated hereby.

Escrow. (a) At or prior to On the ClosingClosing Date, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Parent shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on Agent, as a contribution to the Closing DateEscrow Fund, a number of shares of Parent Common Stock equal to five the product of ten percent (510%) multiplied by the Stock Merger Consideration, rounded down to the nearest whole share, (the "Escrow Amount"), which shall serve as partial security for the Participating Holders' indemnification obligations pursuant to Section 8. The Escrow Pro Rata Fraction of the Escrow Amount shall be withheld from the Stock Merger Consideration otherwise payable to each of the shares Participating Holders, which Escrow Pro Rata Fraction was determined in accordance with the Company Charter, including Section 2(g)(v) of (i) Purchaser Common StockArticle IV.B thereof. The Escrow Fund shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, (ii) Series A Preferred Stockattachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Any amounts held in the Escrow Fund that are not subject to then outstanding indemnification claims shall be released to the Participating Holders within five (iii5) Series B Preferred Business Days following the date that is the twelve (12) month anniversary of the Closing Date. (b) Each distribution of Parent Common Stock made from the Escrow Fund to the Participating Holders shall be transferred made in proportion to the respective Escrow Pro Rata Fractions of the Participating Holders. (c) The Parent Common Stock deposited in the Escrow Fund shall be treated for income tax purposes as owned by the Participating Holders; provided, however, that any income, gains, losses and expenses of the Escrow Fund shall be available to Parent as part of the Merger Consideration (all of the foregoingEscrow Fund, collectively, the “Escrow Amount”) (together and if not paid to Parent in connection with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom an indemnification claim in accordance with Article VI hereof Section 8 shall ultimately be distributable to the Participating Holders in accordance with this Agreement and the Escrow Agreement. The Escrow Property Participating Holders shall serve as the sole source have voting rights with respect to their allocable shares of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from Parent Common Stock in the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAmount. (bd) The Escrow Property shall not be subject to any indemnification claim with respect approval of this Agreement by the extent made after Company Stockholders, and the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing acceptance of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided Stock Merger Consideration by the Purchaser Representative under Article VI and the Purchaser Share Price as Participating Holders, shall constitute approval of the Escrow Expiration Date) shall remain Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Account until such time as such Pending Claim shall have been finally resolved Fund in accordance with the terms hereof and paid thereof. (e) On the Closing Date, the Company will wire to the Stockholders' Representative $250,000 (the "Expense Fund"), which will be used for the purposes of paying directly, or reimbursing the Stockholders' Representative for, any third party expenses pursuant to the provisions of Article VI. After this Agreement and the Escrow Expiration Date, Agreement. The Participating Holders will not receive any Escrow Property remaining interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders' Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the release in full of the Escrow Account that is not subject Fund, the Stockholders' Representative will deliver the balance of the Expense Fund to Pending Claimsthe Exchange Agent for further distribution to the Participating Holders, if anyin accordance with their respective Indemnity Pro Rata Fractions. For tax purposes, the Expense Fund will be treated as having been received and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred voluntarily set aside by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerParticipating Holders.

Escrow. The Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) At or prior to the Closing, execution of this Agreement and shall be held in escrow by the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany's transfer agent, as escrow agent (the “"Escrow Agent”"). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory give written notice to the Purchaser Employee and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on specifying the Closing Date, a number of shares equal Forfeited Shares or Shares to five percent (5%) be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of those Shares and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) Series A Preferred Stockthe election by the Company to waive forfeiture on all of the unvested Shares, and or (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Employee, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Employee and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining Escrow Property remaining in have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Escrow Account Agent in connection with the performance of its duties hereunder shall be borne by the Company. Any stock certificate issued to the SellerEmployee representing unvested Shares shall have affixed thereto a legend in substantially the following form: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. (a) At or prior Notwithstanding anything in this Article X to the Closingcontrary, in the event that, at the time the Purchaser Termination Fee is required to be paid, Parent or its direct or indirect parent is an entity intended to qualify as a REIT, the Purchaser Representativeamount paid to Parent pursuant to Section 10.3 in any tax year shall not exceed the maximum amount that can be paid to Parent (or its Affiliates) in such year without causing it to fail to meet the REIT Requirements for such year, determined as if the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Sellerpayment of such amount were Nonqualifying Income, as escrow agent determined by counsel or independent accountants to Parent. Parent shall inform (1) Purchasers shall place the “Escrow Agent”), shall enter Fee Amount into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Fee Escrow Account”) using an escrow agent and disbursed therefrom in accordance with Article VI hereof agreement reasonably acceptable to Parent and Purchaser Representative (including provisions that provide for customary tax distributions to the Escrow Agreement. The Escrow Property owner of the escrow) and shall serve as not release any portion thereof to Parent, and Parent shall not be entitled to any such amount, unless and until Parent delivers to Purchaser Representative, at the sole source option of payment Parent, (i) an opinion (a “Fee Amount Tax Opinion”) of Parent’s tax counsel or independent accountants to the effect that such amount, if and to the extent paid, would constitute Qualifying Income, (ii) a letter (a “Fee Amount Accountant’s Letter”) from Parent’s independent accountants indicating the maximum amount that can be paid at that time to Parent without causing Parent or its Affiliates to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the obligations IRS to Parent or its Affiliates indicating that the receipt of any Fee Amount hereunder will not cause Parent or such Affiliate to fail to satisfy the REIT Requirements (collectively with a Fee Amount Tax Opinion and a Fee Amount Accountant’s Letter, a “Release Document”); (2) pending the delivery of a Release Document, Parent shall have the right, but not the obligation, to borrow the Fee Amount or any portion thereof from the Fee Escrow Account pursuant to a loan agreement reasonably acceptable to Parent that provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of Parent or any guarantor of Parent at the time of such loan, and (B) a five (5) year maturity with no periodic amortization and no prepayment penalty; and (3) Parent shall bear all costs and expenses with respect to the escrow as contemplated by clauses (1) and (2) in this Section 10.5. Any portion of the Seller pursuant to Article VI Fee Amount (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from and any accrued interest) that remains in escrow as of the fifth (5th) anniversary of the date the Fee Amount was initially placed into the Fee Escrow Account shall be treated released by the Parties as an adjustment escrow agent to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); providedPurchasers, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim Parent shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerno rights thereto.

Escrow. (a) At or prior to By virtue of this Agreement and as partial security for the indemnity obligations provided for in Section 8.3, at the Closing, Purchaser will deposit with the Purchaser Representative, Escrow Agent cash comprising the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Escrow Amount (the “Escrow AgentFund”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Fund shall serve as be available to compensate Purchaser (on behalf of itself or any other Indemnified Party) for Losses pursuant to the sole source of payment for the indemnification obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Indemnifying Parties. Unless otherwise required by Law, all distributions made from The Escrow Agent shall retain the Escrow Account shall be treated by Fund until 11:59 p.m. New York time on the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. date that is thirty (b30) The Escrow Property shall not be subject to any indemnification claim with respect the extent made days after the date that is two (2) years 12 months after the Closing Date (the “Escrow Expiration Release Date”); provided) unless cancelled or forfeited as set forth in this Article VIII. No portion (nor all) of the Escrow Fund, howevernor any beneficial interest therein, with respect may be pledged, subjected to any indemnification claims made Lien, sold, assigned or transferred, by the Indemnifying Party, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of the Indemnifying Party, in each case prior to the disbursement of the Escrow Fund to Caladrius in accordance with Article VI hereof Section 8.1(b) below. (including with respect b) Within five (5) Business Days following the Escrow Release Date, the Escrow Agent will disburse to Caladrius the required timing of Claim NoticesEscrow Amount less (i) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably Amount previously paid to Purchaser or any other Indemnified Party in satisfaction of claims for indemnification in accordance with this Article VIII and/or Section 2.5(d) and (ii) that portion of the Escrow Amount that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy such Pending Claims (as determined based on the amount of the all unsatisfied or disputed claims for indemnification claim included specified in the any Claim Notice provided by delivered to the Purchaser Representative under Indemnifying Party prior to the Escrow Release Date in accordance with this Article VI and the Purchaser Share Price as VIII. Any portion of the Escrow Expiration Date) shall remain in Amount held following the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Release Date with respect to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account pending but unresolved claims for indemnification that is not subject awarded to Pending Claims, if any, and not subject to resolved but unpaid Purchaser or any other Indemnified Party upon the resolution of such claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent disbursed to the Seller. Promptly after the final Caladrius within fifteen (15) Business Days following resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch claims.

Escrow. (a) At or prior Notwithstanding anything to the Closingcontrary in this Agreement, if the sum of the cash, the Purchaser RepresentativeRAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Senior Subordinated Note Holders at the Recapitalization Closing pursuant to this Agreement and the Merger Agreement is less than the Outstanding Senior Subordinated Note Indebtedness (such difference, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow AgentSenior Subordinated Note Holder Shortfall Amount”), shall enter into an Escrow Agreement, effective then each Person that was a Senior Subordinated Note Holder as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Recapitalization Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment entitled to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing its Pro Rata Share of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimsdistributions, if any, from the Escrow Fund and not subject the Representative Fund until such Persons have received an aggregate amount of distributions equal to resolved but unpaid claims the Senior Subordinated Note Holder Shortfall Amount. Notwithstanding anything to the contrary in favor this Agreement, if the sum of the RAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Preferred Stockholders at the Recapitalization Closing pursuant to this Agreement and the Merger Agreement is less than the sum of the Preferred Stock Accrued Dividend Payoff Amount (such difference, the “Preferred Stock Accrued Dividend Shortfall Amount”), then, after the Senior Subordinated Note Holder Shortfall Amount has been satisfied in full, each Person that was a Preferred Stockholder as of the Recapitalization Closing shall be entitled to its Pro Rata Share of all distributions, if any, from the Escrow Fund and the Representative Fund until such Persons have received an Indemnified Partyaggregate amount of distributions equal to the Preferred Stock Accrued Dividend Shortfall Amount. Notwithstanding anything to the contrary in this Agreement, if the sum of the cash, the RAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Preferred Stockholders in connection with the Merger pursuant to the Merger Agreement is less than the Outstanding Preferred Stock Face Amount (such difference, the “Preferred Stock Face Shortfall Amount”), then, after the Senior Subordinated Note Holder Shortfall Amount and the Preferred Stock Accrued Dividend Shortfall Amount have been satisfied in full, each Person that was a Preferred Stockholder immediately prior to the Effective Time of the Merger shall be entitled to all distributions, if any, from the Escrow Fund and the Representative Fund, pro rata based on the number of shares of Preferred Stock held by such Persons immediately prior to the Effective Time of the Merger, until such Persons have received an aggregate amount of distributions equal to the Preferred Stock Face Shortfall Amount. All distributions, if any, from the Escrow Fund and the Representative Fund after the satisfaction in full of the Senior Subordinated Note Holder Shortfall Amount, the Preferred Stock Accrued Dividend Shortfall Amount and the Preferred Stock Face Shortfall Amount, shall be transferred by the Escrow Agent made to the Seller. Promptly after Persons that were the final resolution holders of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account Common Stock immediately prior to the SellerEffective Time of the Merger (including holders of Common Stock deemed to be outstanding immediately prior to the Effective Time of the Merger pursuant to Section 1.5(g)(iii) of the Merger Agreement), pro rata based on the number of shares of Common Stock held by such Persons immediately prior to the Effective Time of the Merger. For the avoidance of doubt, any amounts delivered to the Representative or the Representative Fund pursuant to Section 6.7(d) of the Merger Agreement (relating to forfeited retention bonuses) shall be distributed in accordance with this Section 2.12.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “CustomWare Escrow Agent”), Shares shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to be placed with the Escrow Agent for a period beginning on the Closing Date and ending on the 12-month anniversary of the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred disbursed solely upon the joint signatures of Visigenic and the Shareholder, all as part of set forth below. In the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with event Visigenic issues any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Additional Escrow Shares (together with as defined below), such shares will be issued in the name of the Escrow Shares, Agent in the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve same manner as the sole source of payment CustomWare Escrow Shares delivered at Closing. Disbursements from the escrow shall be made for the obligations payment of amounts, if any, to satisfy the Seller indemnification rights of Visigenic and CustomWare pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I Section 11 hereof. (b) Except for tax-free dividends paid in stock declared with respect to the CustomWare Escrow Shares pursuant to Section 305(a) of the Code ("Additional Escrow Shares"), which shall be treated pursuant to Section 11.6 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the CustomWare Escrow Shares will be delivered to the Shareholder. The Shareholder will have voting rights with respect to the CustomWare Escrow Property Shares deposited in the Escrow Fund so long as such CustomWare Escrow Shares are held in escrow, and Visigenic will take all reasonable steps necessary to allow the exercise of such rights. While the CustomWare Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Shareholder will retain and will be able to exercise all other incidents of ownership of said CustomWare Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The CustomWare Escrow Shares shall be disbursed during the term hereof, at any time or from time to time, Visigenic may give the Shareholder a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) The Shareholder may give Visigenic a written notice ("Notice of Objection") (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of the Shareholder, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the terms of Section 11 hereof, (C) giving the reasons for the alleged invalidity, and (D) stating that, based on such alleged invalidity, the Shareholder objects to the payment of any portion of the CustomWare Escrow Shares to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, the Shareholder, within thirty (30) days of the receipt of such Notice of Claim, agrees to pay over to Visigenic that portion of the amounts specified in such Notice of Claim as to which no objection is made. The Shareholder is not be required to agree to make any payments to Visigenic in respect of a Notice of Claim that has been objected to in a Notice of Objection given to the Shareholder as aforesaid except (X) as provided in the immediately preceding sentence, or (Y) in accordance with an order of any arbitration panel initiated by any of the parties hereto pursuant to paragraph (ii) below. (ii) Visigenic and the Shareholder agree to submit to final and binding arbitration any and all disputes the Shareholder has specified in a Notice of Objection or Visigenic has specified in a Notice of Claim to which the Shareholder has not responded within thirty (30) days of receipt of such Notice of Claim. Any such dispute subject to any indemnification claim arbitration in accordance with respect the extent made after AAA Rules as provided in Section 11 hereof. (d) The escrow shall be terminated on the date that is two (2) years after 12-month anniversary of the Closing Date (the “Escrow Expiration "Termination Date”"); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to that the required timing of Claim Notices) that remain unresolved at the time escrow may -------- ------- continue beyond such 12-month anniversary, if either of the Escrow Expiration parties has asserted indemnification claims, and any such claims remain unsatisfied. (e) Within five (5) business days after the Termination Date (“Pending Claims”the "Release Date"), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer release from escrow to the Shareholder, the CustomWare Escrow Shares plus all Additional Escrow Shares less the number of CustomWare Escrow Shares with a value (as determined pursuant to Section 11.2) equal to the amount of any remaining unsatisfied indemnification claims. Any CustomWare Escrow Property remaining Shares held as a result of the foregoing shall be released to the Shareholder promptly upon resolution of each indemnification claim. (f) On the Release Date, the Escrow Agent will deliver to the Shareholder the requisite number of CustomWare Escrow Shares to be released on such date as identified by Visigenic and the Shareholder to the Escrow Agent in writing, in the form of stock certificate(s) issued in the name of the Shareholder. Certificates representing CustomWare Escrow Account Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. Cash will be paid in lieu of fractions of CustomWare Escrow Shares in an amount equal to the Sellerproduct determined by multiplying such fraction by the closing average sale price of Visigenic Common Stock as quoted on the NNM as reported in The Wall Street Journal for the ten (10) trading days prior to the date immediately prior to the Termination Date (such average price being hereafter referred to as the "Release Price"). Within five (5) business days after written request from the Shareholder or the Escrow Agent, Visigenic will deposit with the Escrow Agent sufficient funds to pay such cash amounts for fractional shares. (g) No CustomWare Escrow Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by the Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Shareholder, prior to the delivery to the Shareholder of the CustomWare Escrow Shares by the Escrow Agent. (h) The Escrow Agent is hereby granted the power to effect any transfer of CustomWare Escrow Shares contemplated by this Agreement. Visigenic will cooperate with the Escrow Agent in promptly issuing stock certificates to effect such transfers.

Escrow. (a) At Within seventy-five (75) days following Closing or prior to signing of this agreement, Buyer shall deposit the Closing, the Purchaser Representative, Cash Earnout Amount and either the Seller Representative and a third-party escrow agent mutually acceptable to Earnout Shares or the Purchaser and Alternative Cash Earnout Amount, as applicable (the “Seller Escrow Amounts”) with U.S. Bank, N.A. (or other institution selected by the Buyer with the reasonable consent of the Seller, ) as escrow agent (the “Escrow Agent”), such deposit to be governed by the terms of the Escrow Agreement. In addition to pursuing indemnification obligations directly from Seller, the Seller Escrow Amounts shall enter into an be available to compensate the Buyer Indemnitees pursuant to the indemnification obligations of the Seller set forth in Section 9.3(h). Except with respect to Section 9.3(h), the Seller Escrow Amounts shall not be available to compensate the Buyer Indemnitees for any other indemnification obligations of the Seller, rather, Buyer shall pursue indemnification from Seller directly with respect to such indemnification obligations. Pursuant to the terms of the Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Escrow Amounts shall be released by the Escrow Agent to Seller fourteen months after the Closing.1 (b) Within seven (7) days following Closing, Seller shall deposit 52,913 Series A Units (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountUnits”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow SharesAgent, such deposit to be governed by the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and terms of the Escrow Agreement. The Escrow Property Units shall serve as not be available to compensate the sole source of payment for Seller Indemnitees pursuant to the indemnification obligations of the Buyer set forth below, rather, Seller pursuant shall pursue any indemnification from Buyer directly. Notwithstanding the foregoing, (i) if Buyer fails to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from deliver the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by Cash Earnout Amount and either the Seller pursuant Earnout Shares or the Alternative Cash Earnout Amount within seventy-five (75) calendar days of the Closing, Seller may elect at its sole discretion, in lieu of some or all of such Cash Earnout Amount and either Seller Earnout Shares or Alternative Cash Earnout Amount, to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time receive a pro rata release of the Escrow Expiration Date Units back to Seller, or (“Pending Claims”)ii) in the event that either the Seller Earnout Shares are not freely tradable or the Alternative Cash Earnout Amount has not been delivered on the one year anniversary of the Closing, Seller may elect at its sole discretion to surrender some or all or a portion of the Seller Earnout Shares back to Buyer in exchange for the pro rata release of the Escrow Property reasonably necessary Units back to satisfy such Pending Claims (as determined based on Seller. Pursuant to the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as terms of the Escrow Expiration Date) shall remain Agreement, in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions event that neither of Article VI. After (i) or (ii) above has occurred, the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall Units will be transferred eligible for release by the Escrow Agent twelve months after the Closing. Buyer covenants and agrees that in the event that any of (i) or (ii) above has occurred, it will immediately execute and deliver such documents and take such actions as are reasonably necessary to effect the assignment or return of the Escrow Units to Seller and will promptly reimburse Seller for any additional Taxes that Seller incurs as a result of such event. Further, Buyer and Seller agree that to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining extent that Buyer no longer has a majority ownership interest in the Escrow Account Company, they shall execute and deliver any and all documents necessary to vote their membership interests so that Buyer will designate one representatives on the Seller.Managing Board (as defined in the Company Agreement) and Seller will designate two representatives on the Managing Board

Escrow. At TOTAL’s expense, AMYRIS will deposit (aon the timing specified below) At or prior to the Closing, the Purchaser Representative, the Seller Representative and with a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreed Third Party escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which one or more escrow agreements entered by such Escrow Agent, AMYRIS and TOTAL the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent following (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow AmountEscrowed Materials” and each escrowed Strain, a “Banked Strain”): (a) Continuing until the earliest of (together with any equity securities paid as dividends or distributions with respect 1) the twentieth anniversary of the Effective Date, (2) the date six (6) months after the date on which TOTAL has the right to such shares or into which such shares are exchanged or convertedpractice the license set forth in Section 2.A(i)(b), and (3) the achievement of a Successful Commercial Transfer, AMYRIS shall escrow the following materials: the Intermediate Strain(s) and the then current process for the Manufacture of Licensed Products using the Intermediate Strain(s) including the documentation specified on Exhibit B (“Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow PropertyInitial Package”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property Initial Package shall serve as be escrowed no later than within ninety (90) days of the sole source Effective Date, and at least semi-annually thereafter until the occurrence of payment the earliest of clauses (1) - (3) of this Section 2.D(iii)(a), AMYRIS shall update the Initial Package to reflect the then current process for the obligations Manufacture of Licensed Products using the Seller pursuant to Article VI (other than for Fraud Claimsthen current Intermediate Strain(s). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made No later than thirty (30) days after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing Parties’ designation of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claimseach Program Strain, if any, AMYRIS shall escrow the following materials: such Program Strain and not subject the then current process for the Manufacture of Licensed Products using such Program Strain, including without limitation, the documentation specified on Exhibit A. (c) TOTAL may, from time to resolved but unpaid claims time, obtain access to the Escrowed Materials (at the location of the Escrow Agent) for audit purposes, i.e. to verify that the Escrowed Materials have been properly submitted and stored (provided that if AMYRIS requests, TOTAL’s representative may be accompanied by AMYRIS’ representative during such audit), and upon request of TOTAL and at TOTAL’s expense, AMYRIS shall cause the Escrowed Materials to be sent to an independent laboratory reasonably agreed to by the Parties to allow testing and to evidence that the Banked Strains remain viable and continue to produce farnesene at expected yields, in favor of an Indemnified Party, which case such laboratory shall be transferred by considered a Strain Recipient for purposes of this Agreement. (d) TOTAL will have the right to a release of the Escrowed Materials from the Escrow Agent at such time as TOTAL is entitled to exercise the license granted in Section 2.A(i)(b). (e) AMYRIS’ obligations to escrow under this Agreement, including the Intermediate Strain(s), the Initial Package, and, if applicable, the Program Strain(s) and the Commercial Technology Transfer Package, shall terminate six (6) months after the date on which TOTAL has the right to practice the license set forth in Section 2.A(i)(b). Thereafter, TOTAL shall be responsible for maintaining the Strains and information that were the subject of the Successful Commercial Transfer. Notwithstanding anything to the Seller. Promptly after contrary in this Agreement, under no circumstances shall TOTAL receive more than an aggregate of fourteen (14) Banked Strains. (f) Any dispute between the final resolution Parties regarding the deposit of all Pending Claims any Escrowed Materials or the access to any Escrowed Materials shall be resolved as provided in Section 8.A, B and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.D.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, the Purchaser shall deposit in the escrow account created by the Escrow Agreement (the "Escrow Account") a number of shares of Purchaser Common Stock equal to five twenty percent (520%) of each the number of shares of Purchaser Common Stock to be issued to the Sellers in connection with the Merger (the "Escrow Shares"). The Escrow Shares shall be allocated among the Sellers, and shall be held for the account of the Sellers, as specified in Schedule 3.4. Upon surrender by a Seller to the Company of the certificate or certificates representing the shares of (iCompany Stock owned by such Sellers in accordance with Section 3.2(a) or delivery of an affidavit of lost certificate pursuant to Section 3.2(d), Purchaser shall deliver to such Sellers pursuant to Section 3.2(a) the number of shares of Purchaser Common StockStock to which such Seller is entitled under Section 3.2(a), (ii) Series A Preferred Stock, and (iii) Series B Preferred less the number of shares of Purchaser Common Stock to be transferred held in the Escrow Account for the account of such Seller specified in Schedule 3.4, which deducted shares shall be issued in the name of such Sellers and held in the Escrow Account as part Escrow Shares for the account of such Sellers. The Escrow Shares shall be held in the Merger Consideration (all of Escrow Account and released to the foregoing, collectively, the “Escrow Amount”) (together Sellers or Purchaser in accordance with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on Section 9.7. Until the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made are released from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof Section 9.7, (including with respect to the required timing of Claim Noticesi) that remain unresolved at the time of the Escrow Expiration Date Shares may not be transferred, sold, assigned or pledged and (“Pending Claims”), all or a portion of ii) certificates evidencing the Escrow Property reasonably necessary Shares shall bear a legend indicating that they are subject to satisfy such Pending Claims (as determined based restrictions on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of transfer pursuant to this Section 3.4. Until the Escrow Expiration Date) shall remain Shares held in the Escrow Account until for Sellers are released in accordance with Section 9.7, such time as Sellers shall be entitled to vote all such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining Shares held in the Escrow Account that is not subject in such Seller's name and to Pending Claims, if any, receive all dividends and not subject to resolved but unpaid claims distributions in favor respect of an Indemnified Party, shall be transferred by the such Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At or prior Other than with respect to the Closingany Unpaid Amounts, the any indemnification to which a Purchaser Representative, the Seller Representative and Indemnified Party is entitled under this Agreement shall first be made as a third-party escrow agent mutually acceptable payment to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to Indemnified Party from the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Fund in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any All claims for indemnification claim with respect asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the extent made after period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Escrow Expiration Period”) that are not resolved and satisfied (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Claims.” The dollar amount of all Losses claimed in good faith in respect of Pending Claims is hereinafter referred to as the “Pending Claim Amount.” (c) If, on the first Business Day following the last day of the Escrow Period (the “Release Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Fund (the “Escrow Account that is not subject to Balance”) exceeds the Pending ClaimsClaim Amount, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining release and deliver to the Partners Representative (on behalf of the Partners), in accordance with the Escrow Property remaining Agreement, the amount of such excess, as set forth below and in the Escrow Account Agreement. If, on the Release Date, the Pending Claim Amount, if any, exceeds or is equal to the SellerEscrow Account Balance, the Escrow Account Balance will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such Pending Claims have been fully resolved, and the Escrow Agreement shall be deemed to be extended accordingly. (d) Notwithstanding any amount of the Escrow Account Balance being released and delivered to the Partners Representative pursuant to ‎Section 8.8(c), the Partners acknowledge that the Purchasers’ right to the Escrow Fund pursuant to ‎Section 8.8(a) is a non-exclusive remedy, and the Partners shall remain liable for any Purchaser Losses pursuant to ‎Section 8.1 to the extent provided, and subject to the limitations set forth, in this ‎Article VIII.

Escrow. (a) At or prior to the Closing, the Purchaser Parent, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser Parent shall issue deposit 7,500,000 shares of Parent Common Stock from the portion of Merger Share Consideration otherwise deliverable to the Escrow Agent on the Closing Date, a number of shares equal to five percent Stockholders (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement. The Escrow Property Shares shall be allocated among the Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE IX. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Stockholders pursuant to Article I ARTICLE IX hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI ARTICLE IX hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative Parent under Article VI ARTICLE IX and the Purchaser Share Price as of the Escrow Expiration DateParent Common Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIARTICLE IX. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerStockholders, with each such Stockholder receiving its Pro Rate Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Stockholders, with each Stockholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At or prior to the Closing, the Purchaser Purchaser, the DT Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, substantially in the form and substance reasonably satisfactory to the Purchaser and the Seller attached as Exhibit A hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue cause to be delivered to the Escrow Agent on from the Exchange Shares otherwise deliverable at Closing Date, a number of shares equal to five percent Eight Million (5%) of each of the shares of (i8,000,000) Purchaser Common Stock, Ordinary Shares (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held), along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”along with any earnings thereon (excluding Accrued Dividends), to be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations portion of the Seller pursuant to Article VI (other than Exchange Shares that shall be withheld at the Closing for Fraud Claims). Unless otherwise required by Law, all distributions made from deposit in the Escrow Account shall be treated by allocated among the Parties as an adjustment Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to the Merger Consideration received by the Seller pursuant to Article I hereof. vote its portion of such Escrow Shares (b) The Escrow Property shall not be based on its Pro Rata Share, subject to adjustment for any indemnification claim with respect the extent made after the date Escrow Shares that is two (2are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at during the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain held in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIEscrow Shares. After the Escrow Expiration Date, The Parties agree that while any Escrow Property remaining Shares are held in the Escrow Account that is Account, any dividends or distributions made or otherwise payable on or in respect of such Escrow Shares shall not subject be paid to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to and shall instead be held by Purchaser as Accrued Dividends in accordance with the Sellerterms and conditions of this Agreement.

Escrow. Concurrently with the execution and delivery of this Agreement, Buyer and Seller shall jointly open an escrow (“Escrow”) for this purchase and sale transaction with Chicago Title Insurance Company, at its office located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, ATTN: Xxxxxx Xxxx (“Title Company”), which shall act as the escrow holder for this transaction. As used herein, the term “Escrow Holder” shall mean and refer to Title Company acting in its capacity as the administrator of the Escrow and any applicable escrow accounts relating to the purchase and sale transaction contemplated by this Agreement, and any other references to Title Company shall mean and refer to Title Company acting in its capacity as the issuer of the Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or supplemental escrow, title and closing instructions as may be necessary or convenient from time to time prior to the Closing to implement the terms of this Agreement. Seller and Buyer agree that: (a) At the duties of Escrow Holder are only as herein specifically provided and Escrow Holder shall incur no liability whatsoever except for its own willful misconduct or prior gross negligence; (b) in the performance of its duties hereunder, Escrow Holder shall be entitled to the Closingrely upon any document, the Purchaser Representative, the Seller Representative instrument or signature believed by it to be genuine and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as signed by either of the Effective Time, in form and substance reasonably satisfactory other parties hereto or their successors; (c) Escrow Holder may assume that any person purporting to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number give any notice of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom instructions in accordance with Article VI the provisions hereof and the has been duly authorized to do so; (d) Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property Holder shall not be subject to bound by any indemnification claim with respect the extent made after the date that is two modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Holder, Seller and Buyer; (2e) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made except as otherwise provided in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”Section 4.4(b), Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the amount part of Escrow Holder arising out of or in connection with its acceptance of, or the indemnification performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim included or liability arising out of or relating to this Agreement; (f) each of Seller and Buyer hereby releases Escrow Holder from any act done or omitted to be done by Escrow Holder in good faith in the Claim Notice provided by the Purchaser Representative under Article VI performance of its duties hereunder; and the Purchaser Share Price as of the (g) Escrow Expiration DateHolder may resign upon ten (10) shall remain in the days written notice to Seller and Buyer. If a successor Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that Holder is not subject appointed by Seller and Buyer within such ten (10) day period, Escrow Holder may petition a court of competent jurisdiction to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellername a successor.

Escrow. (a) At or prior to the ClosingJNE Escrow Shares shall be placed with an escrow agent, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser AFNS and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent JNE for a period beginning on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, Date and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income ending on the Escrow Shares (together with Termination Date, to be disbursed solely upon the Escrow Sharesjoint signatures of ANFS, AMERINET and JNE, all as set forth below. Disbursements from the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment be made for the obligations payment of amounts, if any, to satisfy the Seller indemnification rights of ANFS and AMERINET pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I Section 11 hereof. (b) The JNE Escrow Property Shares shall not be subject disbursed during the term hereof at any time, or from time to any indemnification claim with respect the extent made after the date that is two time, as ANFS or AMERINET may give JNE a Notice of Claim. Such Notice of Claim must be for a specified amount. (i) JNE may give AMERINET a written Notice of Objection: (1) attaching a copy of such Notice of Claim; (2) years after stating that, in the Closing Date good faith opinion of JNE, the claim described in such Notice of Claim is invalid (either in whole or in specified party) under the “terms of Section 11 hereof; (3) giving the reasons for the alleged invalidity; and (4) stating that, based on such alleged invalidity, JNE object to the payment of any portion of the JNE Escrow Expiration Shares to the requesting party on account thereof. In the event that a Notice of Objection alleges that a Notice of Claim is only partially invalid, JNE, within thirty (30) days of the receipt of such Notice of Claim, agrees to pay over to ANFS or AMERINET, as applicable, that portion of the amounts specified in such Notice of Claim as to which no objection is made. JNE is not required to agree to make any payments to ANFS or AMERINET in respect of a Notice of Claim that has been objected to in a Notice of Objection except as provided in the immediately preceding sentence. (ii) ANFS, AMERINET, RETN and JNE agree to submit to final and binding arbitration any and all disputes JNE has specified in a Notice of Objection or ANFS or AMERINET have specified in a Notice of Claim to which JNE has not responded within thirty (30) days of receipt of such Notice of Claim. Any such dispute is subject to arbitration in accordance with the JAMS Rules as provided in Section 11 hereof. (c) The escrow shall be terminated on the Escrow Termination Date”); provided, however, with respect to any that the escrow may continue beyond such date if ANFS or AMERINET has asserted an indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anyclaim, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellersuch claim remains unsatisfied.

Escrow. (a) At or prior to the Closing, the Purchaser Purchaser, the Stockholder Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deposit 1,500,000 shares of Purchaser Common Stock from the portion of Stockholder Merger Consideration otherwise deliverable to the Escrow Agent on the Closing Date, a number of shares equal to five percent Significant Company Stockholders (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) ); to be held, along with any other dividends, distributions or other income on held and disbursed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI the terms of hereof and the Escrow Agreement. The Escrow Property Shares shall be allocated among the Significant Company Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as the sole a security for, and a source of payment for of, the obligations of the Seller Purchaser Indemnified Parties’ indemnity rights pursuant to Article VI (other than for Fraud Claims)ARTICLE VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Significant Company Stockholders pursuant to Article ARTICLE I hereof. (b) The Escrow Property Shares shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two six (26) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article ARTICLE VI hereof (including with respect prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article ARTICLE VI and the Purchaser Share Price as of the Escrow Expiration DateCommon Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article ARTICLE VI. After the Escrow Expiration Date, any remaining Escrow Property Shares remaining in the Escrow Account that is are not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred disbursed by the Escrow Agent to the SellerSignificant Company Stockholders that have previously delivered the Transmittal Documents to the Escrow Agent in accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property Shares remaining in the Escrow Account to the SellerExchange Agent for distribution to the Significant Company Stockholders, with each Significant Company Stockholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon).

Escrow. (a) At or prior to As soon as reasonably practicable following the ClosingCommencement Date, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Service Provider shall enter into an a standard form Escrow Agreement, effective as of the Effective Time, in form and substance reasonably Agreement with a reputable Escrow Agent satisfactory to the Purchaser and in relation to the Seller software and/or documentation agreed by the Parties that is to be deposited in escrow (the “Escrow AgreementEscrowed Material”). The Parties shall, from time to time, agree which software and/or documentation shall be deposited in escrow (the “Escrowed Material”), pursuant such agreement not to which be unreasonably withheld or delayed. The Service Provider shall as soon as reasonably practicable thereafter enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Purchaser in respect of the Escrowed Material. The Service Provider shall issue to deposit the Escrowed Material with the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each basis of the shares of terms agreed in the Escrow Agreement within ten (i10) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part days of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”)Agreement being signed. The Service Provider shall pay the initial storage fees, all or a portion of the annual fees and update fees under the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Agreement and the Purchaser Share Price as shall pay the release fee. Assignation The Service Provider may not assign any of its rights, obligations or interest in this Contract or any part of it without the prior written consent of the Escrow Expiration DatePurchaser. Notwithstanding clause 39.1, the Service Provider may assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the related rights of the Purchaser under this Contract in relation to the recovery of sums due but unpaid. The Service Provider must notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such notification the Purchaser is under no obligation to vary its arrangements for making payments or for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof to: any Government Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Purchaser; or any private sector body which substantially performs the functions of the Purchaser, provided that any such assignation, novation or other disposal shall not increase the burden of the Service Provider’s obligations under this Contract. Any change in the legal status of the Purchaser such that it ceases to be a Government Body shall not, subject to clause 39.6, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the Purchaser. If the rights and obligations under this Contract are assigned, novated or otherwise disposed of pursuant to clause 39.4 to a body which is not a Government Body or if there is a change in the legal status of the Purchaser such that it ceases to be a Government Body (in the remainder of this clause both such bodies being referred to as the “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency, Change of Control of Financial Distress) shall remain be available to the Service Provider in the Escrow Account until such time as such Pending Claim event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall have been finally resolved only be able to assign, novate or otherwise dispose of its rights and paid pursuant obligations under this Contract or any part thereof with the prior consent in writing of the Service Provider. The Purchaser may disclose to any Transferee any Service Provider Confidential Information which relates to the performance of the Service Provider’s obligations under this Contract. In such circumstances the Purchaser shall authorise the Transferee to use such Service Provider Confidential Information only for purposes relating to the performance of the Service Provider’s obligations under this Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Service Provider Confidential Information. Change of Control The Service Provider must notify the Purchaser: whenever it proposes to undergo a change of Control, or a change of Control is likely to occur; and immediately following a change of Control that has occurred. Sub-Contracting The Purchaser approves the appointment of the Sub-contractors specified in Schedule 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. The Service Provider may not sub-contract its obligations under this Contract to other Sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under this Contract. The Service Provider shall be responsible for the acts and omissions of its Sub-contractors as though they are its own. Where the Service Provider enters into a Sub-contract the Service Provider must ensure that a provision is included which: requires payment to be made of all sums due by the Service Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice as defined by the Sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the Sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the Sub-contractor or in respect of a sum otherwise due by the Sub-contractor to the Service Provider, payment must be made to the Sub-contractor without deduction; notifies the Sub-contractor that the Sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the Sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the Sub-contractor to the Purchaser; requires that all contracts with Sub-contractors and suppliers which the Sub-contractor intends to procure, and which the Sub-contractor has not before the Commencement Date already planned to award to a particular supplier, are advertised through the Public Contracts Scotland procurement portal (xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx.xx) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; includes provisions requiring the conduct of Article VI. After the Escrow Expiration Date, any Escrow Property remaining audits; and is in the Escrow Account same terms as that is not set out in this clause 41.3 (including this clause 41.3.5 subject only to Pending Claimsmodification to refer to the correct designation of the equivalent party as the Service Provider and Sub-contractor as the case may be. The Service Provider shall also include in every Sub-contract: a right for the Service Provider to terminate that Sub-contract if the relevant Sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any, any of the termination events specified in clause 64.3 (Termination Rights) occur; and not subject to resolved but unpaid claims a requirement that the Sub-contractor includes a provision having the same effect as clause 41.4.1 in favor of an Indemnified Party, shall be transferred any Sub-contract which it awards. Where requested by the Escrow Agent Purchaser, copies of any Sub-contract must be sent by the Service Provider to the SellerPurchaser as soon as reasonably practicable. Promptly after Where the final resolution of all Pending Claims Service Provider proposes to enter into a Sub-contract it must: advertise its intention to do so in at least one trade journal and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account Public Contracts Scotland Portal; and follow a procedure leading to the Seller.selection of the Sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. Change

Escrow. Certificates representing the Shares, along with stock powers duly executed by the Executive in blank, shall be deposited by the Executive in escrow upon (aor as promptly as practicable following) At or prior to the Closing, execution of this Agreement and shall be held in escrow by the Purchaser Representative, Secretary of the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerCompany, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as . Upon vesting of the Effective TimeShares, in form and substance reasonably satisfactory the Escrow Agent shall release to the Purchaser and Executive, upon request, a stock certificate for those Shares which have vested (other than any withheld by the Seller (Company pursuant to Section 10(b)). In the “Escrow Agreement”event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), pursuant the Company shall give written notice to which the Purchaser shall issue Executive and to the Escrow Agent on within ten (10) days specifying the Closing Date, a number of shares equal Forfeited Shares or Shares to five percent (5%) be withheld. The Executive and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of each this Agreement, including the delivery to the Company of stock certificates and stock powers for the shares Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) Purchaser Common Stockthe vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) Series A Preferred Stockthe election by the Company to waive forfeiture on all of the unvested Shares, and or (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated election by the Parties as an adjustment Company to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved terminate this escrow. If at the time of such termination the Escrow Expiration Date (“Pending Claims”)Agent should have in its possession any Shares owed to the Executive, all or a portion of the Escrow Property reasonably necessary to satisfy Agent shall promptly deliver such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant Shares to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, Executive and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred discharged of all further obligations hereunder. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Sellerproper party or parties. Promptly after The Escrow Agent or the final resolution Company shall not be liable for any act or omission in good faith and in the exercise of all Pending Claims reasonable judgment. It is understood and payment agreed that should any dispute arise with respect to the delivery and/or ownership or right of all indemnification obligations in connection therewithpossession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain such Shares in its possession without liability to anyone all until such dispute shall transfer any remaining Escrow Property remaining in have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the Executive and the Escrow Account to Agent in connection with the Sellerperformance of its duties hereunder shall be borne by the Company.

Escrow. (a) At or prior to the Closing, the Purchaser Representativeshall, the Seller Representative and a third-party escrow agent mutually acceptable in addition to any other reductions to the Purchaser and the SellerPurchase Price paid at Closing to be made pursuant to this ARTICLE II, as escrow agent if any, withhold Fifteen Million Dollars ($15,000,000) (the “"ESCROW AMOUNT") from the Purchase Price paid at Closing, which Escrow Agent”), Amount shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue be delivered to the Escrow Agent on the Closing Date, for deposit into a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated separate escrow account (the “"ESCROW ACCOUNT"). The Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and Amount shall be held pursuant to the provisions of Escrow Agreement. The Escrow Property shall serve Amount will be available to compensate Purchaser for Losses as provided in ARTICLE X, subject to the sole source of payment for terms, conditions and limitations in the obligations Escrow Agreement. On the six (6)-month anniversary of the Seller pursuant to Article VI Closing Date, Seven Million Five-Hundred Thousand Dollars (other than for Fraud Claims). Unless otherwise required by Law, all distributions made $7,500,000) (or such lesser amount then remaining in the Escrow Account) shall be released from the Escrow Account shall be treated to Seller, PROVIDED that, if any good faith claims for indemnification by the Parties as an adjustment to the Merger Consideration received by the Seller Purchaser have been made pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that this Agreement and remain unresolved at the such time of and an amount equal to such unresolved good faith claims would not remain in the Escrow Expiration Date (“Pending Claims”), all or a portion of Account following such release from the Escrow Property reasonably necessary Account, an amount equal to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) good faith claims shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After all other amounts in the Escrow Expiration Account at such time, up to a maximum of Seven Million Five-Hundred Thousand Dollars ($7,500,000), shall be released from the Escrow Account to Seller. On the one (1)-year anniversary of the Closing Date, any Escrow Property all amounts then remaining in the Escrow Account that is not subject shall be released from the Escrow Account to Pending ClaimsSeller, PROVIDED that, if anyany good faith claims for indemnification by Purchaser have been made pursuant to this Agreement and remain unresolved at such time, and not subject an amount equal to resolved but unpaid such good faith claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining remain in the Escrow Account to and all other amounts in the Seller.Escrow Account at such time shall be released from the Escrow Account to

Escrow. At the Effective Time, ten percent (a10%) At of the Merger Shares and instruments or prior other documentation representing Stock Options to purchase ten percent (10%) of the ClosingOption Shares and Warrants to purchase ten percent (10%) of the Warrant Shares (collectively, the Purchaser Representative, the Seller Representative "Escrow Shares") shall be delivered to State Street Bank and a third-party escrow agent mutually acceptable to the Purchaser and the SellerTrust Company, as escrow agent (the “"Escrow Agent”), Agent ") to be held for a period ending on the first anniversary of the Closing Date. Parent may make a claim for any Losses indemnified hereunder until the first anniversary of the Closing Date. The Escrow Shares shall enter into be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit D. Except with respect to claims based on fraud committed by the Company or any Holder which are not limited, effective as if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against each of the Effective TimeHolders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the Company or the Holders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto or any breach or nonfulfillment of, in form and substance reasonably satisfactory or any failure to perform, any of the covenants or undertakings of the Company (which covenants, agreements or undertakings were to be performed or complied with on or prior to the Purchaser and consummation of the Seller (Merger) or the “Escrow Agreement”), Holders which are contained in or made pursuant to which this Agreement or the Purchaser Letter of Transmittal shall issue be against such Holder's pro rata share of the Merger Shares, Option Shares and Warrant Shares held in escrow pursuant to the Escrow Agent on Agreement. In lieu of depositing shares in escrow, within thirty days after the Closing, any Holder of the Company Stock may post a bond reasonably acceptable to Parent equal in value to the value (determined by reference to the Closing Date, a number of shares equal to five percent (5%Market Price) of each such Holder's pro rata portion of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, in which event, upon posting such bond, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a Holder's allocable portion of the Escrow Property reasonably necessary Shares shall be delivered to satisfy such Pending Claims (as determined based on it. Notwithstanding anything herein to the contrary, the Holders shall have no liability for indemnification pursuant to this Article XI until the aggregate Losses to the Parent and the Company exceed $75,000, at which point each Holder shall be liable only for his or its pro rata share of the amount of the indemnification claim included such Losses in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as excess of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller$75,000.

Escrow. (a) At or prior to the Closing, Pubco, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory acceptable to the Purchaser and the Seller parties (the “Escrow Agreement”), pursuant to which the Purchaser Pubco shall issue cause to be delivered to the Escrow Agent on at the Closing Date, a number of shares Exchange Shares (each valued at the Redemption Price) equal to five two and one-half percent (52.5%) of each of the shares of Transaction Consideration otherwise deliverable to the Sellers at the Closing based on the Estimated Closing Statement (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held), along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “along with any dividends, distributions and other earnings thereon and other Escrow Property”), to be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as the sole source of payment security for the Sellers’ obligations after the Closing for the adjustments under Section 2.5. The portion of the Seller pursuant to Article VI (other than Exchange Shares that shall be withheld at the Closing for Fraud Claims). Unless otherwise required by Law, all distributions made from deposit in the Escrow Account shall be treated by allocated among the Parties as an adjustment to Sellers pro rata based on the Merger Consideration number of Exchange Shares received by each Seller as a percentage of the Seller pursuant to Article I hereof. number of Exchange Shares received by all Sellers (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the such percentage being each such Seller’s “Escrow Expiration DateAllocation”); provided, however, with respect . Each Seller shall be deemed to any indemnification claims made in accordance with Article VI hereof (including with respect to be the required timing owner of Claim Notices) that remain unresolved at the time its Escrow Allocation of the Escrow Expiration Date Shares (“Pending Claims”and to be entitled to the related dividends, distributions and other earnings thereon in respect of its Escrow Allocation of such Escrow Shares upon release from escrow to the Sellers, subject to Section 2.5(c), all or a portion of ) during the time such Escrow Shares are held in the Escrow Property reasonably necessary Account, subject to satisfy such Pending Claims (as determined based on the amount retention of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI any dividends, distributions and the Purchaser Share Price as of the Escrow Expiration Date) shall remain other earnings thereon in the Escrow Account until such time as such Pending Claim disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Seller shall have been finally resolved and paid pursuant the right to vote its Escrow Allocation of such Escrow Shares during the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining time held in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the as Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerShares.

Escrow. (a) At or prior On the date hereof, Borrowers shall deposit with Administrative Agent the aggregate amount set forth on Schedule 9.14 hereto as being required to complete the Closing, the Purchaser Representative, the Seller Representative Required Repairs and a third-party escrow agent mutually acceptable Administrative Agent shall cause such amount to the Purchaser and the Seller, as escrow agent be transferred to an interest bearing account (the “Escrow AgentRequired Repairs Reserve”). Provided no Potential Default or Event of Default shall have occurred and is continuing, Administrative Agent shall enter into an Escrow Agreementdisburse funds held in the Required Repairs Reserve to the applicable Borrower, effective as within fifteen (15) days after the delivery by a Borrower to Administrative Agent of a request therefor (but not more often than once per month), in increments of at least $10,000, accompanied by the Effective Time, following items (which items shall be in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of Administrative Agent): (i) Purchaser Common Stock, a certificate from such Borrower (iiA) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part certifying that the Required Repairs or any portion thereof which are the subject of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), requested disbursement have been completed in a segregated escrow account (the “Escrow Account”) good and disbursed therefrom workmanlike manner and in accordance with Article VI hereof all applicable legal requirements, (B) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations (C) stating that each such Person has been or, upon receipt of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Lawrequested disbursement, all distributions made from the Escrow Account shall will be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made paid in accordance with Article VI hereof (including full with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on Required Repairs which is the amount subject of the indemnification claim included in requested disbursement; (ii) copies of appropriate lien waivers or other evidence of payment satisfactory to Administrative Agent; (iii) at Administrative Agent’s option, a title search for the Claim Notice provided relevant Project indicating that it is free from all liens not previously approved by Administrative Agent; (iv) a copy of each license required to be obtained with respect to the Purchaser Representative under Article VI and the Purchaser Share Price as portion of the Escrow Expiration DateRequired Repairs which is the subject of the requested disbursement; and (v) such other evidence as Administrative Agent shall remain in reasonably request that the Escrow Account until such time as such Pending Claim Required Repairs which are the subject of the requested disbursement have been completed and paid for. Provided no Potential Default or Event of Default shall have been finally resolved occurred and paid pursuant to the provisions is continuing, upon each Borrower’s completion of Article VI. After the Escrow Expiration Dateall Required Repairs in accordance with this Section 2.6.2, Administrative Agent shall release any Escrow Property funds remaining in the Escrow Account that is not subject to Pending ClaimsRequired Repairs Reserve, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Sellerapplicable Borrower.

Escrow. (a) At or prior Upon the issuance of the Non-Escrow Shares in accordance with Section 1.10, Parent shall withhold the Escrow Shares and deliver such shares of Parent Common Stock to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the SellerWilmington Trust N.A., as escrow agent (the “Escrow Agent”), shall enter into an to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under this Agreement, effective as of including Section 9 (the Effective Time, in form and substance reasonably satisfactory “Escrow Fund”). The Escrow Shares shall be held pursuant to the Purchaser and provisions of an escrow agreement substantially in the Seller form of Exhibit G attached hereto (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to . The Indemnity Escrow Shares will be held by the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after until the date that is two six (26) years months after the Closing Date (the “Escrow Expiration DatePeriod”); provided, however, with respect that in the event any Indemnitee has made a claim under Section 9 prior to any indemnification claims made the end of the Escrow Period, then, in accordance with Article VI hereof (including with respect and subject to the required timing of Claim Notices) that remain unresolved at the time terms and conditions of the Escrow Expiration Date (“Pending Claims”)Agreement, all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Period shall continue and the Purchaser Share Price Escrow Agent will continue to hold such number of Indemnity Escrow Shares in escrow as of is equal to the Escrow Expiration Datequotient obtained by dividing (i) shall remain in any claimed amounts by (ii) the Escrow Account Parent Stock Price, rounded up to the nearest whole share until such time as such Pending Claim shall have been claim is fully and finally resolved and paid pursuant to the provisions of Article VIresolved. After the The PPP Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall Shares will be transferred held by the Escrow Agent until the earlier of such time that the PPP Lender (i) delivers written notice to the Seller. Promptly after Company or Parent confirming the final resolution forgiveness and termination of all Pending Claims and payment the PPP Loan, or (ii) delivers written notice to the Company or Parent confirming its obligation to repay the PPP Loan. (b) Upon the release of all indemnification obligations in connection therewith, Escrow Shares by the Escrow Agent Agent, Parent shall transfer any remaining promptly deliver, or cause to be delivered, to the Stockholders’ Representative (for distribution to the Stockholders) stock certificates representing the Escrow Property remaining Shares, in the Escrow Account name of each Stockholder, in each case for such number of shares of Parent Common Stock equal to the Sellersum of (i) the product obtained by multiplying (A) the Per Share Stock Preference by (B) the Escrow Share Percentage and by (C) such Stockholder’s number of shares of Company Preferred Stock, and (ii) the product obtained by multiplying (A) the Per Share Stock Participation by (B) the Escrow Share Percentage and by (C) such Stockholder’s number of shares of Company Common Stock.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares of Purchaser Common Stock (with each share valued at $10.00) equal to five three percent (53%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the estimated Stockholder Merger Consideration as set forth in the Estimated Closing Statement (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share; provided that any Pro Rata Share due to each holder of the Company’s Series B Convertible Preferred Stock and Series C Convertible Preferred Stock shall be treated pursuant to Section 1.12(b) with 50% being held by the Exchange Agent and added to the Reserved Shares. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims)Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Seller Company Stockholders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Seller.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on On the Closing Date, a number of shares equal to five percent (5%) of each of Buyer shall deposit in escrow with the shares of (i) Purchaser Common StockEscrow Agent the Escrow Amount, (ii) Series A Preferred Stocksolely for the purpose, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoingextent required, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions to satisfy Seller’s indemnification and payment obligations with respect to Taxes set forth in the first and second sentences of Section 2.5 and payable by Seller in connection with sale of the Acquired Shares, provided that if such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with Seller’s obligations exceed at any other dividends, distributions or other income on time the Escrow Shares (together with Amount, Seller will be liable for any difference. The Escrow Amount shall be held by the Escrow Shares, the “Escrow Property”), Agent in a segregated escrow an account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and provisions of the Escrow Agreement. The Buyer and Seller shall each pay 50% (fifty percent) of any fees and expenses payable to the Escrow Property shall serve Agent pursuant to the Escrow Agreement. Within 15 (fifteen) Business Days after Closing, upon determination by Seller, as the sole source of payment for the obligations set forth in Section 2.5, of the amount due in accordance with the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (the “Required Tax Payment”), which determination will be promptly communicated by Seller to Buyer, each of Buyer and Seller agrees, and assumes the obligation, to issue a joint written notice to the Escrow Agent pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by Agreement instructing the Parties as an adjustment Escrow Agent to pay no later than the Merger Consideration received by the Seller pursuant to Article I hereof. 15th (bfifteenth) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years Business Day after the Closing Date (i) the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in Required Tax Payment from the Escrow Account to the Mexican Internal Revenue Service (Servicio de Administración Tributaria) and (ii) the remaining funds in the Escrow Account, if any, to Seller. For the avoidance of doubt, the Escrow Account shall not be used to satisfy any liability or obligation under Article VIII or elsewhere in this Agreement.

Escrow. (a) At or prior to the Closing, the Purchaser RepresentativePurchaser, the Seller Representative and a third-party Continental Stock Transfer and Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the SellerCompany), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in the form and substance reasonably satisfactory to the Purchaser and the Seller attached hereto as Exhibit C (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares of Purchaser Common Stock (with each share valued at the Purchaser Stock Price) equal to five ten percent (510%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Net Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of Section 1.13 and Article VI hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Participating Holders in accordance with their Pro Rata Shares. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller Participating Holders pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Merger Consideration received by the Seller Participating Holders pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect to the extent made after the date that which is two eighteen (218) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect on or prior to the required timing of Claim Notices) Expiration Date that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Stock Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the SellerParticipating Holders that have previously delivered the Transmittal Documents in accordance with Section 1.10, with each such Participating Holder receiving its Pro Rata Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerParticipating Holders with each Participating Holder receiving its Pro Rata Share of such Escrow Property.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), 5.1 The Buyer shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to pay the Escrow Agent Amount into the Escrow Account on the Closing Completion Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “. The Escrow Amount”) Amount (together with any equity securities paid as dividends or distributions accrued interest thereon) shall only be applied in accordance with respect to such shares or into which such shares are exchanged or convertedthe provisions of Clause 4.6, Clause 4.7.4 (if applicable), this Clause 5 and the “terms of the Escrow Securities”) to be heldAccount Agreement. 5.2 The Buyer and the Sellers shall procure that, along with any other dividends, distributions or other income on the Escrow Shares (together with Release Date, the Escrow Shares, Amount less than any amounts to be reduced pursuant to Clauses 4.6 and 4.7.4 shall be released to the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom Sellers in accordance with Article VI hereof and the terms of the Escrow Account Agreement. . 5.3 The Escrow Property shall serve as receipt by NVAX’s Solicitors or the sole source Sellers of any payment for the obligations made out of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by an absolute discharge of the Parties as an adjustment to paying party (and the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property paying party shall not be subject concerned to see the application of any indemnification claim with respect such amount thereafter). 5.4 Interest which accrues on the extent made Escrow Account shall (after deduction of any amounts required by law) follow the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect capital and be released to the required timing of Claim Notices) that remain unresolved at Party or Parties entitled thereto contemporaneously with, and proportionately to, the time release of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary capital. The liability to satisfy such Pending Claims (as determined based Tax on the any interest on any amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until shall be borne by the party ultimately entitled to that interest. 5.5 Any payments (including payments of interest) made under this Clause 5 shall be made subject to any deductions or withholdings required by law (if any). 5.6 Fifty per cent. of any fees and/or negative interest rate charge payable to the Escrow Account Agent shall be paid by the Buyer and fifty per cent. of any fees and/or negative interest rate charge payable to the Escrow Account Agent shall be paid by the Sellers. The amount of such time fees and negative interest rate charge and their payment are set out in the Escrow Account Agreement. 5.7 The Buyer and the Sellers agree to promptly provide such instructions to the Escrow Account Agent (where relevant in the form specified in the Escrow Account ​ ​ Agreement), and to take all other actions as such Pending Claim shall have been finally resolved and paid pursuant be necessary to give effect to the provisions of Article VI. After Clause 4 (Purchase Price), this Clause 5 and the Escrow Expiration Date, any Escrow Property remaining in terms of the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by Agreement. 5.8 If at any time following the date upon which the Escrow Agent Amount falls due for payment in accordance with Clause 4.6: 5.8.1 all Outstanding Claims have become Resolved Claims; and 5.8.2 there is a nil balance standing to the Seller. Promptly after credit of the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithEscrow Account, the Escrow Agent Buyer and the Sellers shall transfer any remaining Escrow Property remaining in promptly instruct the Escrow Account Agent to close the SellerEscrow Account.

Escrow. (a) At or prior to 2.1.1 On the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an date of this Escrow Agreement, effective as the Buyer is depositing with the Escrow Agent on behalf of the Effective TimeSeller Two Thousand (2,000) shares of the Buyer's Series B Convertible Preferred stock ("SERIES B STOCK") (the "ESCROW SHARES"), pursuant to Section 2 of the Purchase Agreement. The Escrow Agent shall also hold under this Escrow Agreement any cash, securities or other property that may be distributed on account of the Escrow Shares (collectively with the Escrowed Shares, the "ESCROW FUND"). The Escrow Agent shall hold and dispose of the Escrow Fund as hereinafter provided. Notwithstanding any other provisions of this Escrow Agreement or the Purchase Agreement, neither the Seller nor the Buyer shall be considered to have an ownership interest in the Escrow Funds for purposes of transfer, attachment or otherwise until such Escrow Funds are paid or otherwise distributed under the terms hereof. 2.1.2 After its receipt thereof, the Escrow Agent shall hold the Escrow Shares in accordance with this Escrow Agreement and shall (to the extent legally permissible) vote the Escrow Shares in accordance with the written instructions (if any) provided by the Representative (as defined in Section 2.2 below), in his capacity as voting designee for the Escrow Shares. The Escrow Agent shall not vote any Escrow Shares for which the Escrow Agent has not received from the Representative written instructions in form and substance reasonably satisfactory to the Purchaser Escrow Agent. The Escrow Agent shall hold the Escrow Fund separate and apart from any other fund or account maintained by the Escrow Agent, and the Seller (Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto. The Escrow Fund shall be used solely for the “Escrow Agreement”), pursuant to which the Purchaser shall issue purposes and subject to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), conditions set forth in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the this Escrow Agreement. The Escrow Property shall serve Agent may treat the Representative as the sole source duly authorized agent and representative of payment Seller for the obligations all purposes as set forth in Section 2.2 below. 2.1.3 In accordance with Sections 2.1(b) and 3.2(a)(v)(B) of the Seller pursuant Purchase Agreement, at the Closing (as defined in the Asset Purchase Agreement) the Buyer shall issue and deliver, or cause to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from be delivered to the Escrow Account Agent one or more stock certificates (the "ESCROW CERTIFICATES"), each of which shall be treated in the name of the Escrow Agent as escrow agent hereunder, representing the Escrow Shares. Upon receipt by the Parties as an adjustment Escrow Agent of the Escrow Certificates, the Escrow Agent shall execute and deliver a written receipt therefore to HSNS and the Merger Consideration received by Representative. Thereafter, the Seller pursuant to Article I Escrow Agent shall hold and distribute the Escrow Certificates and shares held in the Escrow Funds in accordance with the terms hereof. (b) The 2.1.4 For all purposes pursuant to this Escrow Property Agreement, including without limitation the distribution of the Escrowed Shares, the value of each share held in the Escrow Shares on a date on which distribution is to be made to Buyer on amount of a claim, as described in Article III below, shall not be subject deemed to any indemnification claim with respect be that number of shares of Buyer's common stock for which the extent made after Escrow Share may then be converted multiplied by the average of the closing bid and asked price per share of Buyer's common stock for the ten trading days prior to the payment date that is two (2) years after the Closing Date (the “Escrow Expiration Date”"ESCROW SHARE VALUE"); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by event that during the Purchaser Representative under Article VI and the Purchaser Share Price as term of the this Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithAgreement, the Escrow Agent Buyer shall transfer change the number of shares of its common stock that are issued and outstanding as a result of any remaining Escrow Property remaining in stock split, stock dividend or similar recapitalization, the Escrow Account to the Seller.Escrow

Escrow. (a) At or prior to the Closing, the Purchaser, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Agent shall enter into an Escrow Agreement, effective as of the Effective TimeClosing, in a form and substance reasonably satisfactory to the be mutually agreed between Purchaser and the Seller Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue cause to be delivered to the Escrow Agent on at the Closing Date, a number of shares equal to five fifteen percent (515%) of each of the shares of Closing Exchange Shares otherwise deliverable to the Sellers at the Closing (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesShares”) to be held), along with any other dividends, distributions or other income on the Escrow Shares (together with such that the Escrow Shares, the “together with any dividends, distributions and other earnings thereon and other Escrow Property”), shall be held by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as the sole a source of payment security for the Sellers’ obligations after the Closing for the adjustments under Section 1.5 and for their indemnification obligations under Article VII. The portion of the Seller pursuant to Article VI (other than Closing Exchange Shares that shall be withheld at the Closing for Fraud Claims). Unless otherwise required by Law, all distributions made from deposit in the Escrow Account shall be treated by allocated among the Parties Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are surrendered or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as an adjustment to the Merger Consideration received indicated in writing by the Seller pursuant Representative to Article I hereofthe Purchaser, the Purchaser Representative and the Escrow Agent) during the time held in the Escrow Account as Escrow Shares. (b) The Escrow Property shall not no longer be subject to any indemnification claim with respect the extent made after the date that which is two twelve (212) years months after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI VII hereof on or prior to the Expiration Date (including those that are revised or adjusted in accordance with respect to Article VII after the required timing of Claim NoticesExpiration Date) that remain unresolved at the time as of the Escrow end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI VII and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VIVII. After Within five (5) Business Days of the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified PartyIndemnitee, shall be transferred disbursed by the Escrow Agent to the SellerSellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is surrendered or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property. Promptly after the final resolution of all Pending Claims pursuant to the provisions of Article VII, and payment the satisfaction of all indemnification obligations in connection therewith, the Escrow Agent shall transfer disburse any remaining Escrow Property remaining in the Escrow Account to the SellerSellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is surrendered or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property.

Escrow. (a) At or prior to the Closing, Buyer will deposit the Purchaser RepresentativeEscrow Amount, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the without any act of Seller, with Gowling Xxxxxxx Xxxxxxxxx LLP, as Escrow Agent, such deposit to constitute an escrow agent fund (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow SecuritiesFund”) to be held, along with any other dividends, distributions or other income on governed by the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and the Escrow Agreementterms set forth herein. The Escrow Property Amount may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, the Escrow Amount shall serve as be invested by the sole source Escrow Agent in United States or Canadian government-backed, interest-bearing securities. Any interest, earnings and income that accrue upon the Escrow Amount during the period of payment for time during which the obligations Escrow Amount is held in the Escrow Fund shall be deemed to be part of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofFund. (b) The Subject to the following requirements, the Escrow Property Fund shall not be subject to any indemnification claim with respect remain in existence during the extent made after period following the date that is Closing for one (1) year (the “Escrow Period”). Upon the expiration of the Escrow Period, and within two (2) years business days thereafter, any and all amounts remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after the Closing Date accounting for (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect to the required timing of Claim Noticesi) that remain unresolved at the time all amounts theretofore validly distributed out of the Escrow Expiration Date Fund to the Indemnified Parties pursuant to this Article IX and (“Pending Claims”), all or a ii) the retention of an amount equal to such portion of the remaining Escrow Property reasonably Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy such Pending Claims any unsatisfied claims specified in any Damages Certificate (as determined based on defined in Section 9.4(c)) delivered to the amount of Indemnifying Parties prior to the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as end of the Escrow Expiration Date) Period, which amount shall remain in the Escrow Account Fund (and the Escrow Fund shall remain in existence) until such time claims have been resolved. As soon as such Pending Claim shall claims have been finally resolved (such resolution to be evidenced by the written agreement of the Buyer and paid pursuant to the provisions Indemnifying Parties or the written decision of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anyarbitrators as described below), and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithwithin two (2) business days thereafter, the Escrow Agent shall transfer deliver to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Property remaining Agent shall remit to the Indemnified Party the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount. In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the Escrow Account form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the SellerIndemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a memorandum setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum. If no such agreement can be reached after good faith negotiation, either the Indemnifying Parties or the Indemnified Parties may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 45 days after submission of any dispute to arbitrators the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Wilmington, Delaware, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with Section 10.10. -28-

Escrow. (a) At or prior to On the ClosingClosing Date, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), Buyer shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue deliver to the Escrow Agent on the Closing DateGeneral Escrow Merger Consideration and the Tax Escrow Merger Consideration deliverable pursuant to Section 1.5, a number for the purpose of shares equal to five percent (5%) of each securing the applicable indemnification obligations of the shares Indemnifying Shareholders set forth in this Agreement. The General Escrow Merger Consideration and the Tax Escrow Merger Consideration shall be held by the Escrow Agent under the General Escrow Agreement and the Tax Escrow Agreement, respectively, pursuant to the terms thereof. The Escrow Merger Consideration shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of (i) Purchaser Common Stock, (ii) Series A Preferred Stockany creditor of any party, and (iii) Series B Preferred Stock to shall be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) held and disbursed therefrom solely for the purposes and in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereofAgreements. (b) The adoption of this Agreement and the approval of the Merger by the shareholders of the Company shall constitute approval of the Escrow Property shall not be subject to any indemnification claim with respect Agreements and of all of the extent made after arrangements relating thereto, including the date that is two placement of the Escrow Merger Consideration in escrow and the appointment and authority of the Indemnification Representatives. (2c) years after Notwithstanding the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made initial allocation in accordance with Section 1.5(e), the Indemnification Representatives shall be entitled to instruct the Escrow Agent to reallocate the amounts held under the General Escrow Agreement and the Tax Escrow Agreement in accordance with that certain letter agreement dated August 12, 2004 between Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxx, Summit Partners, L.P. and the other parties named therein, and the Preferred Shareholders and Common Shareholders shall be bound by any determination by the Indemnification Representatives in this regard; provided that such agreement shall not in any manner reduce, delay or impair any distributions to the Buyer from the General Escrow Agreement or the Tax Escrow Agreement pursuant to Article VI hereof (including hereof. The determination of the Indemnification Representatives regarding any such reallocation shall be binding and non-appealable with respect to the required timing of Claim Notices) that remain unresolved at the time of the Escrow Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Common Shareholders and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerPreferred Shareholders.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as i) $9,450,000 of the Effective Time, in form Cash Escrow and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each all ------ of the shares of URI Common Stock constituting the Stock Escrow shall be deposited with Wilmington Trust Company (ithe "Escrow Agent") Purchaser Common Stockpursuant to, and ------------ shall be held, applied and disbursed in accordance with, an escrow agreement substantially in the form of Exhibit E-1 hereto (the "Adjustments Escrow"), and ----------- ------------------ (ii) Series A Preferred Stockthe balance of the Cash Escrow shall be deposited with the Escrow Agent pursuant to, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Securities”) to shall be held, along with any other dividendsapplied and disbursed in accordance with, distributions or other income an escrow agreement substantially in the form of Exhibit E-2 hereto (the "Indemnity ----------- --------- Escrow"). All interest and dividends earned on the Adjustments Escrow Shares (together with and the ------ Indemnity Escrow Sharesduring the respective terms thereof shall be paid to the parties entitled, pursuant to the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI provisions hereof and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Lawthereof, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant principal amount of such Escrows on a pro rata basis in relation to Article I hereofsuch entitlements. (b) The Escrow Property It is acknowledged and agreed that the adjustments made to the Assets Purchase Price, the Rylan Purchase Price, the SMSV Merger Consideration and the HR Merger Consideration on the Closing Date will be based on information prepared by the Sellers and delivered to URI. To the extent that the aggregate amount of the adjustments to the Assets Purchase Price, the Rylan Purchase Price, the SMSV Merger Consideration and the HR Merger Consideration pursuant to Section 2.2, as subsequently determined, exceed the Adjustments Escrow, then ESC (in respect of adjustments to the Assets Purchase Price), the Stockholders of Rylan (in respect of adjustments to the Rylan Purchase Price), the Stockholders of SMSV (in respect of adjustments to the SMSV Merger Consideration) and the Stockholders of High Reach (in respect of adjustments to the HR Merger Consideration), shall pay to URI any such deficiency by wire transfer of immediately available funds (except to the extent that such deficiency is owed in respect of the SMSV Merger Consideration or the HR Merger Consideration, in which case the Stockholders of SMSV or High Reach, as the case may be, shall have the option of delivering shares of URI Common Stock having value (determined in accordance with Section 2.1(e)) equal to such deficiency) not later than five Business Days after calculation of such deficiency, and if such respective Sellers do not so pay, ESC, LPC and DC, jointly and severally, shall pay URI the amount of all such unpaid deficiencies within two Business Days' of LPC's receipt of notice of such Sellers' failure to so pay. Notwithstanding anything in this Agreement, the Purchasers shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof (including with respect limited to the required timing of Claim Notices) that remain unresolved at the time of the Adjustments Escrow Expiration Date (“Pending Claims”), all or as a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included sole remedy in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid event that any adjustment pursuant to Section 2.2 exceeds the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAdjustments Escrow.

Escrow. (a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent Ecotality Stock (the “Escrow AgentClosing Stock”), shall enter into ) having an Escrow Agreement, effective aggregate value (determined as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Seller (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares ) equal to five fifty percent (550%) of each of the shares of Purchase Price, as adjusted pursuant to Section 3.4 (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Escrow Amount”) (together with shall be deposited under the Escrow Agreement; provided that if the aggregate value of all of the Closing Stock as of the Closing Date is less than the Escrow Amount, then all of the Closing Stock will be deposited in escrow pursuant to the Escrow Agreement at the Closing; and provided further that if the aggregate value of all the Closing Stock at the True-up Date, based on the True-up Price, remains less than the Escrow Amount, then before any equity securities paid as dividends or distributions with respect of the Escrow Amount may be released to the Vendor under the Escrow Agreement, the Escrow Amount will be supplemented by a portion of the True-up Payment equal to such shares or into which such shares are exchanged or converted, the “shortfall. The Escrow Securities”) to be held, along with any other dividends, distributions or other income on Agent shall hold the Escrow Shares (together with Amount for the purpose of satisfying any indemnification obligation of the Vendor under this Agreement; and disbursement of any portion of the Escrow Shares, Amount to the “Escrow Property”), in a segregated escrow account (Vendor or the “Escrow Account”) and disbursed therefrom Purchaser shall be in accordance with Article VI hereof and the terms of the Escrow Agreement. The Escrow Property shall serve as If prior to the sole source of payment for the obligations True-up Date any of the Seller pursuant Closing Stock is to Article VI (be released from escrow to satisfy an indemnification obligation or other than for Fraud Claims). Unless otherwise payment required by Law, all distributions to be made from the Escrow Account shall be treated by the Parties as an adjustment Vendor to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim with respect the extent made after the date that is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with respect to any indemnification claims made Purchaser in accordance with Article VI hereof this Agreement, the value of such released Closing Stock shall be deemed to be the Closing Price of such Closing Stock on the date of its release from escrow. If all Closing Stock then in escrow are released and the indemnification or other payment obligation of the Purchaser to the Vendor has not been fully satisfied, the difference shall be paid in cash by the Vendor to the Purchaser. On the True-up Date, the Escrow Amount then remaining in the escrow may be released to the Vendor to the extent, if at all, that the aggregate value (including as of that date) of the Escrow Amount (with the shares in escrow being valued at the True-up Price, and with the escrow first being supplemented by a portion of the True-up Payment as provided above, if applicable) exceeds the aggregate full amount claimed under all then unresolved written Purchaser claims for indemnification which were made prior to the first anniversary of the Closing Date. The Escrow Agreement shall also apply with respect to the required timing transactions under the Edison Norvik APA and distributions of Claim Notices) that remain unresolved at the time all or part of the Escrow Expiration Amount shall be dependent on the status of claims both under this Agreement and under the Edison Norvik APA. Any balance remaining in escrow after the True-up Date (“Pending Claims”), all or a portion shall be released after the determination of the claims then subject to indemnification. The Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on Amount shall be the amount first, but shall not be sole and exclusive, remedy of the indemnification claim included in Purchaser with respect to the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as indemnity obligations of the Escrow Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerVendor.

Escrow. (a) At or prior In addition to the Closingconsideration payable by Parent for the Shares pursuant to Section 1.2 above, the Purchaser Representative, the Seller Representative and a third-party escrow agent mutually acceptable to the Purchaser and the Seller, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of at the Effective Time, Parent shall deliver or cause to be delivered, on behalf of the Identified Employee, cash in form and substance reasonably satisfactory an amount equal to the Purchaser and product of (x) the Seller number of Shares to be purchased from the Identified Employee multiplied by (y) the Escrow Per Share Common Consideration (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent on the Closing Date, a number of shares equal to five percent (5%) of each of the shares of (i) Purchaser Common Stock, (ii) Series A Preferred Stock, and (iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, collectively, the “Identified Employee Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or convertedthe Escrow Agent, the “Escrow Securities”) to be held, along with any other dividends, distributions or other income on held and distributed from time to time by the Escrow Shares (together with Agent pursuant to the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with Article VI hereof and provisions of the Escrow Agreement. The Identified Employee Escrow Property Amount shall serve as the sole source of payment for the obligations of the Seller pursuant to Article VI (other than for Fraud Claims). Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the Merger Consideration received by the Seller pursuant to Article I hereof. (b) The Escrow Property shall not be subject to any indemnification claim the provisions of the Merger Agreement and the Escrow Agreement on the same terms and conditions as the rest of the Escrow Funds. Without limiting the foregoing, the Identified Employee hereby acknowledges and agrees that: (a) the Escrow Agreement shall provide Parent with respect recourse against all of the extent made after Escrow Funds, including the date that is two (2) years after the Closing Date (the “Identified Employee Escrow Expiration Date”); provided, howeverAmount, with respect to any indemnification claims and all Parent Claims made in accordance with Article VI hereof (including with respect under Section 14 of the Merger Agreement, subject to the required timing of Claim Notices) that remain unresolved at the time of terms and conditions set forth in the Escrow Expiration Date Agreement and in such Section 14; (“Pending Claims”)b) any remaining Escrow Funds, all or a including any remaining portion of the Identified Employee Escrow Property reasonably necessary Amount, shall be distributed to satisfy such Pending Claims (as determined based on the amount of Indemnifying Stockholders, including the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI Identified Employee, and the Purchaser Share Price as of Representative (to the Escrow Expiration Dateextent required to reimburse unpaid Reimbursable Expenses) shall remain upon the terms and conditions set forth in the Escrow Account until such time as such Pending Claim Agreement and Merger Agreement; and (c) the Identified Employee shall have been finally resolved and paid pursuant to the provisions of Article VI. After the Escrow Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if anybe bound by, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Seller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewithcomply with, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the SellerAgreement.