Common use of Escrow Clause in Contracts

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. Borrower(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 order form and substance reasonably satisfactory to more fully protect the security 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 Mortgageshares of (i) Purchaser Common Stock, does hereby covenant (ii) Series A Preferred Stock, and agree that(iii) Series B Preferred Stock to be transferred as part of the Merger Consideration (all of the foregoing, if Borrower shall fail collectively, the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to timely pay taxessuch shares or into which such shares are exchanged or converted, assessments or insurance premiums as provided abovethe “Escrow Securities”) to be held, or in the event of along with any other default and Huntington does not then elect to exercise its dividends, distributions or other remedies, then Borrower shall, upon request of Huntington, pay to Huntington income on the first day 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 each month, until payment for the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) obligations of the known or estimated yearly taxes, assessments, premiums Seller pursuant to Article VI (other than for such insurance as may be required by the terms hereofFraud Claims). Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment of said charges one (1) month prior Parties as an adjustment to the due 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 thereof and that Borrower shall furnish Huntington is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with proper statements covering the same fifteen respect to any indemnification claims made in accordance with Article VI hereof (15) days prior including with respect to the due dates thereof. In required timing of Claim Notices) that remain unresolved at the event of foreclosure time of the MortgageEscrow Expiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the monthly payments Escrow Expiration Date) shall remain in the Escrow Account until such time as made under this Section 9 such Pending Claim shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient have been finally resolved and paid pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VI. After the Escrow Expiration Date, assessmentsany Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and insurance premiums not subject to Huntingtonresolved but unpaid claims in favor of an Indemnified Party, are complied with, Borrower shall be relieved of compliance with transferred by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlySeller. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, but nothing contained the Escrow Agent shall transfer any remaining Escrow Property remaining in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option Escrow Account to pay any and all of said items when duethe Seller.

Escrow. Borrower2.3.1 Purchaser and Seller agree that $400,000, in order to more fully protect allocated among the security two LLC Purchase Agreements and the Stock Purchase Agreement, of the MortgageCash Consideration shall, does hereby covenant on the Closing Date, be deposited in an interest-bearing escrow account (the “Escrow Account”) with The Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and agree thatSeller, if Borrower for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall fail maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or breach of warranty by Seller made to timely pay taxesthe Purchaser in Article III hereof, assessments or insurance premiums as provided abovePurchaser becomes liable for and pays any monetary damages, awards, or in settlements of claims, then the event Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Account, to the Purchaser, the amount of any other default and Huntington does not then elect to exercise its other remediessuch damages, then Borrower shallawards, upon request of Huntington, pay to Huntington on or settlements (“Escrow Payment”). On the first day of each monththe tenth month following the Closing Date, until the Indebtedness Escrow Agent shall pay to the Seller the amount then on deposit in the Escrow Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to paragraph 2.2.2. hereof (“Escrow Notice”) subject to Seller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is fully paidmade by Purchaser, such sums paid shall qualify as an Escrow Payment and shall be paid by the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a sum equal claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to one-twelfth Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. The Purchaser shall have the right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (1/1220) days after the date of the known applicable Escrow Notice of the Seller’s decision to either pay such claim or estimated yearly taxesdemand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, assessmentsand the Purchaser is not jeopardized by such defense, premiums for the Purchaser shall not settle or compromise such insurance as may be claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the terms hereofSeller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. Huntington shall hold such monthly payments which The Seller may be mingled with its general fundsnot, without obligation to pay interest thereonthe prior written consent of the Purchaser, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior settle or compromise any claim or consent to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event entry of foreclosure any judgment unless such settlement, compromise or consent includes an unconditional release of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay Purchaser from any and all liability arising out of said items when duesuch claim.

Escrow. BorrowerTo insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, in order to more fully protect the security Executive hereby appoints the secretary of the MortgageCompany, does hereby covenant or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and agree thattransfer unto the Company, such Restricted Shares, if Borrower shall fail any, repurchased by the Company pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Lapsing Repurchase Right and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request execution of Huntingtonthis Agreement, pay deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to Huntington on the first day Joint Escrow Instructions of each monththe Company and Executive attached hereto as Exhibit A-2, until the Indebtedness Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is fully paid, a sum equal to one-twelfth (1/12) in effect. Upon lapsing of the known restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or estimated yearly taxesperiodically without written request, assessmentsbut in either case no more than once per calendar year, premiums for deliver to the Executive the certificate or certificates representing such insurance Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation pursuant to pay interest thereon, unless otherwise required by applicable law, other restrictions imposed pursuant to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. BorrowerAt or prior to the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the MortgagePurchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, does hereby covenant the “Escrow Shares”) with the Escrow Agent to be held and agree that, if Borrower disbursed by the Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms of Article VII hereof and the Escrow Agreement. The Escrow Shares shall fail be allocated among the Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to timely pay taxes, assessments or insurance premiums as provided above, or be deposited in the event Escrow Account shall be issued in the 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 Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other default income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and Huntington does not then elect in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to exercise its any indemnification claim after the first (1st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other remedies, then Borrower shall, upon request income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of Huntington, pay to Huntington on the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day of each month, after the Expiration Date) shall remain in the Escrow Account until the Indebtedness is fully paid, a sum equal such time as such Pending Claim shall have been finally resolved pursuant to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VII. After the Expiration Date, assessmentsany remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved disbursed to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of compliance 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, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Exchange 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 covenants contained in Sections 7 terms of this Agreement and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower(a) 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 order Section 3.2, or 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 more fully protect Participant. Participant, by acceptance of this Agreement, shall be deemed to appoint, and does so appoint, the security Company and each of the Mortgage, does hereby covenant its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and agree thatRetained Distributions, if Borrower shall fail any, paid on such forfeited Unreleased Shares) to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance Company as may be required by pursuant to the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsPlan or this Agreement, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for to execute such representations or other documents or assurances as the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington Company or such representatives deem necessary or advisable in connection with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, any such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgagetransfer. To the extent allowable by applicable law and the applicable rules of each national securities exchange on which the Stock is listed, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (b) The 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 the Forfeiture Restriction and the other terms and conditions under this Agreement that all are applicable to the provisions Shares) until such time, if ever, as the Unreleased Shares with respect to 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 cash will be deemed reinvested in notional shares of this Section 9 for Stock such payments that upon release and distribution of taxessuch Retained Distributions to Participant as set forth in the immediately preceding sentence, assessments, and insurance premiums to Huntington, are complied with, Borrower Participant shall be relieved entitled to receive on the date of compliance with such distribution or release an amount of cash or the covenants contained in Sections 7 and 8 herein 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 amounts paid only, but nothing contained in this Section 9 Fair Market Value of the notional shares of Stock to which such released Retained Distributions relate. Any Retained Distributions with respect to Unreleased Shares shall be construed as forfeited in any way limiting the rights of Huntington at its option to pay any and all of said items when dueevent such Unreleased Shares are forfeited.

Escrow. Borrower(a) The Shares issued under this Agreement shall be held by an escrow holder designated by the Company (the "Escrow Holder"), along with a stock assignment executed by the Purchaser in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each monthblank, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) expiration of the known Company's options and right of first refusal with respect to such Shares as set forth above. (b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or estimated yearly taxes, assessments, premiums for such insurance as may be required instructions signed by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofboth parties. In the event of foreclosure further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the Mortgage, authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or if Huntington should take a deed omission hereunder while acting in lieu good faith in the exercise of foreclosurehis own judgment. (c) If the Company or any assignee exercises its Repurchase Option or Right of First Refusal hereunder, the amount so accumulated Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall be credited on account 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 unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all Shares has been released from the provisions of this Section 9 3 hereof, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such payments of taxes, assessments, released Shares and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as deliver such certificate to the amounts paid onlyPurchaser. (e) Subject to the terms hereof, but nothing contained in this Section 9 the Purchaser shall be construed as in any way limiting have all the rights of Huntington at its option a stockholder with respect to pay 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 and all new, substituted or additional securities to which the Purchaser is entitled by reason of said items when duehis ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option or Right of First Refusal.

Escrow. Borrower(a) In the event any Buyer Indemnitee is entitled to indemnification for Buyer Indemnified Losses under Section 8.2(a) or 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 terms, conditions and limitations of this Article VIII and the Escrow Agreement. Any Claim Notice delivered by a Buyer Indemnitee to the Seller in respect of indemnification under this Agreement which may involve payment out of the Indemnity Escrow Funds shall include, in order addition to more fully protect any other information required by this Article VIII, the security Buyer Indemnitee’s good faith estimate to the extent feasible (which estimate will not be conclusive of the Mortgagefinal 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) Upon final resolution of any Claim pursuant to this Article VIII where a Buyer Indemnitee seeks payment out of the Indemnity Escrow Funds, does hereby covenant the Seller and agree thatthe Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Buyer Indemnitee the lesser of (i) the amount of the Buyer Indemnified Losses in respect of such Claim and (ii) the balance of the Indemnity Escrow Funds. (c) On the date that is six months following the Closing Date (the “First 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 $3,281,250 less the sum of (i) the aggregate amount paid to the Buyer Indemnities in respect of Claims prior to the First Release Date, if Borrower shall fail any, and (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 timely pay taxesthe First Escrow Release Date, assessments or insurance premiums as if any (provided above, or that in the event the sum of any other default (i) and Huntington does not then elect (ii) is equal to exercise its other remediesor greater than $3,281,250, then Borrower no funds shall be 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, upon request of Huntingtonand the Seller and the Buyer shall jointly instruct the Escrow Agent to, pay to Huntington the Seller an amount equal to $6,562,500 less the sum of (i) the amount paid to the Seller on the first day First Escrow Release Date, (ii) the aggregate amount paid to the Buyer Indemnities in respect of each monthClaims prior to the Second Release Date, until if any, and (iii) the Indebtedness 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 fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxesgreater than $6,562,500, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient no funds shall be so accumulated 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 payment of said charges one (1) month Buyer Indemnitees prior to the due date thereof 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 that Borrower 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 furnish Huntington with proper statements covering jointly instruct the same fifteen (15) days Escrow Agent to 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 due dates thereof. In the event of foreclosure of the MortgageCut-Off Date, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueany.

Escrow. Borrower(a) At or prior to the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the Mortgagesum of such amounts, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event “Escrow Shares”) with the Escrow Agent: (i) a number of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum shares Purchaser Common Stock equal to one-twelfth ten percent (1/1210%) of the known Stockholder Merger Consideration (including any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessments, premiums for such insurance as may the “Indemnity Escrow Shares”); to be required held and disbursed by the Escrow Agent in a segregated escrow account (the “Indemnity Escrow Account”) in accordance with the terms hereofof 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). Huntington The Escrow Shares shall hold such monthly payments which may be mingled allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as a security for, and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to ARTICLE VI. The Distribution Escrow Shares shall be released from escrow over time, in accordance with its general funds, without obligation to pay interest thereon, unless 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 applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment Parties as an adjustment to the number of said charges one shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to ARTICLE I hereof. (1b) month The Indemnity Escrow Shares shall no longer be subject to any indemnification claim after the date which is 18 months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE VI hereof prior to the due date thereof and Expiration Date that Borrower shall furnish Huntington with proper statements covering remain unresolved at the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure time of the MortgageExpiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Indemnity Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Claim Notice provided by the Mortgage. To Purchaser under ARTICLE VI and the extent that all Purchaser Common Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of this Section 9 for such payments of taxesARTICLE VI. After the Expiration Date, assessmentsany remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account that are not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved of compliance with disbursed by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlyCompany 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, but nothing contained distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in this Section 9 connection therewith, the Escrow Agent shall be construed as disburse any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account to the Exchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of such Indemnity Escrow Shares (and any way limiting the rights of Huntington at its option to pay any and all of said items when duedividends, distributions or other income thereon).

Escrow. Borrower, in order to more fully protect 2.3.1 Purchaser and Seller agree that $400,000 allocated among this and the security two LLC Purchase Agreements of the MortgageCash Consideration shall, does hereby covenant on the Closing Date, be deposited in an interest-bearing escrow account (the “Escrow Account”) with The Huntington National Bank, a national banking corporation (the “Escrow Agent”), pursuant to an escrow agreement reasonably satisfactory to Purchaser and agree thatSeller, if Borrower for the purpose of securing Seller’s and the Company’s representations and warranties made to the Purchaser in Article III hereof. The Escrow Agent shall fail maintain the Escrow Account for a period of nine months. During such period, if, as a direct result of a material misrepresentation or breach of warranty by Seller made to timely pay taxesthe Purchaser in Article III hereof, assessments or insurance premiums as provided abovePurchaser becomes liable for and pays any monetary damages, awards, or in settlements of claims, then the event Escrow Agent shall, after satisfaction of the provision of paragraph 2.2.3 hereof, pay from the Escrow Account, to the Purchaser, the amount of any other default and Huntington does not then elect to exercise its other remediessuch damages, then Borrower shallawards, upon request of Huntington, pay to Huntington on or settlements (“Escrow Payment”). On the first day of each monththe tenth month following the Closing Date, until the Indebtedness Escrow Agent shall pay to the Seller the amount then on deposit in the Escrow Account, including any earnings thereon. Any dispute between the parties regarding the validity or amount of any damages, awards, or settlements of claims shall be submitted to a panel of arbitrators, one selected by Purchaser, one selected by Seller, and a third to be selected by the two arbitrators selected by Purchaser and Seller, the findings of a majority of which arbitrators shall be binding upon the parties. 2.3.2 In order for Purchaser to assert its right to an Escrow Payment, Purchaser shall have given Seller a written notice of any third party claim or demand which may result in liability to Purchaser pursuant to paragraph 2.2.2. hereof (“Escrow Notice”) subject to Seller’s right to defend in good faith third party claims as hereinafter provided. If after such Escrow Notice Seller has not within thirty (30) days thereof resolved such claim and payment of such claim is fully paidmade by Purchaser, such sums paid shall qualify as an Escrow Payment and shall be paid by the Escrow Agent to Purchaser. 2.3.3 If the Purchaser notifies the Seller of any claim or demand pursuant to paragraph 2.3.2 above, and if such claim or demand relates to a sum equal claim or demand asserted by a third party against the Purchaser which is a claim or demand for which the Seller must indemnify or hold harmless the Purchaser under this Agreement, the Seller shall either (i) promptly pay or settle such claim or demand or (ii) employ counsel acceptable to one-twelfth Purchaser, at the Seller’s expense, to defend any such claim or demand asserted against the Purchaser, so long as the Purchaser is not jeopardized with respect to such defense. The Purchaser shall have the right to cooperate in the defense of any such claim or demand. The Seller shall notify the Purchaser in writing, within twenty (1/1220) days after the date of the known applicable Escrow Notice of the Seller’s decision to either pay such claim or estimated yearly taxesdemand or defend in good faith any such third party claim or demand. So long as the Seller is defending in good faith any such claim or demand asserted by a third party against the Purchaser, assessmentsand the Purchaser is not jeopardized by such defense, premiums for the Purchaser shall not settle or compromise such insurance as may be claim or demand. The Purchaser and Company shall make available to the Seller or its agents all records and other materials in the Purchaser’s or Company’s possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the terms hereofSeller elects to defend any such claim or demand, the Purchaser and Company shall have no obligation to do so. Huntington shall hold such monthly payments which The Seller may be mingled with its general fundsnot, without obligation to pay interest thereonthe prior written consent of the Purchaser, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior settle or compromise any claim or consent to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event entry of foreclosure any judgment unless such settlement, compromise or consent includes an unconditional release of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay Purchaser from any and all liability arising out of said items when duesuch claim.

Escrow. BorrowerBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) hereof, in order to more fully protect at the security Closing, Buyer will keep and retain the Escrow Shares without any act of the MortgageSeller. 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 pursuant to this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a claim for indemnification, does hereby covenant and agree that, if Borrower each Escrow Share shall fail be deemed to timely pay taxes, assessments or insurance premiums as provided above, or in have a value equal to the event average closing price per share of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Buyer Common Stock on the first day Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of each monthpayment for such indemnification claim. Notwithstanding the foregoing, until any claims for indemnification from and against any and all Losses incurred by the Indebtedness is fully paidBuyer Indemnitees, as a sum equal to one-twelfth (1/12) result of the known inaccuracy or estimated yearly taxes, assessments, premiums for such insurance as may be required by breach of the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, representations and insurance premiums when due. Borrower agrees that sufficient funds warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be so accumulated for satisfied, at the payment option of said charges one the Buyer (1in its sole discretion) month prior in either cash or Escrow Shares in an amount up to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgagePurchase Price. To the extent that all Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the provisions amount in cash of this the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 9 for such payments of taxes6.2 hereof. Notwithstanding the foregoing, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid onlyextent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, but nothing contained Buyer shall utilize the Escrow Shares before requiring satisfaction of such claims in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duecash.

Escrow. Borrower, in order to more fully protect (i) For purposes of facilitating the security enforcement of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Right, to deliver such payments certificate(s), together with an Assignment Separate From Certificate in the form attached to this Agreement as Exhibit A executed by Buyer, in blank, to the Secretary of taxesSeller, assessmentsor the Secretary’s designee (as applicable, and insurance premiums the “Escrow Agent”) to Huntingtonbe held in accordance with the provisions of this Agreement. Any new, are complied with, Borrower 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 relieved paid directly to Buyer and shall not be held in escrow. The shares of compliance Restricted Stock, together with any other assets or securities held in escrow hereunder, shall 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 covenants contained in Sections 7 Repurchase Right. The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and 8 herein may resign at any time. Buyer agrees that if the Escrow Agent resigns as escrow holder for any or no reason, the Board of Directors of Seller shall have the power to appoint a successor to serve as escrow holder pursuant to the amounts paid only, but nothing contained in terms of this Section 9 Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be construed as in delivered to Buyer upon request promptly after such release. (ii) Buyer shall not be entitled to transfer any way limiting shares of Restricted Stock without the rights prior written consent of Huntington at its option Seller. If any transfer is made or attempted contrary to pay any and all the provisions of said items when duethis Agreement, such purported transfer shall be void ab initio.

Escrow. Borrower(a) Not later than the Closing Date, the Seller shall establish an account (the "Escrow Account") with an independent financial institution willing to serve as escrow agent (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 Purchaser and the Seller, and such other amendments as the Escrow Agent shall require and are reasonably agreed by the Seller and Purchaser (the "Escrow Agreement"). (b) From and after the Closing Date, the Purchaser shall not be 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 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 order to more fully protect the security excess of the MortgageEscrow Amount or following the 90th calendar day following the Closing Date; and, does save with respect to any claims pursuant to Section 4.1, the Purchaser hereby covenant expressly and irrevocably waives any right to do so; provided, for the 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, if Borrower 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 fail release such amount to timely pay taxes, assessments or insurance premiums as provided above, or the Purchaser in the event manner contemplated in the Escrow Agreement within two (2) Business Days following such determination. For the avoidance of doubt, following the release of any other default and Huntington does not then elect amounts owed to exercise its other remediesPurchaser from the Escrow Account, then Borrower shall, upon request of Huntington, pay Purchaser shall have no rights to Huntington on any funds remaining in the first day of each month, until the Indebtedness is fully paid, a sum equal Escrow Account thereafter or with respect to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior any Claims giving rise to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior release of funds to the due dates thereofPurchaser from the Escrow Account. In The Purchaser acknowledges that Seller plans to liquidate, dissolve and distribute all assets (including the event Purchase Price) promptly upon Closing and, in the absence of foreclosure of any claims pursuant to Section 4.1, agrees to take no action that would impair, impede or delay the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueforegoing.

Escrow. BorrowerThe Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, in order Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to more fully protect 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 security 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 MortgageEscrow Deposit and 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 aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, does hereby covenant and agree thathowever, if Borrower that no Shareholder shall fail have any liability for indemnification pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event Section 12.1(b) on account of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request Shareholder. For purposes of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidthis Agreement, a sum equal “Pro Rata Portion” of a Shareholder as to one-twelfth (1/12) of the known any Losses or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in any way limiting excess of $100,000, at which point the rights Shareholders shall only be liable for the amount of Huntington at its option to pay any and all Losses in excess of said items when duesuch amount.

Escrow. Borrower, in order to more fully protect Upon the security issuance of the MortgageNon-Escrow Shares in accordance with Section 1.4, does hereby covenant the Purchaser shall withhold the Initial Escrow Shares and agree thatdeliver such shares of Purchaser Common Stock to Wilmington Trust N.A., if Borrower as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Indemnified Parties under Article X. The Escrow Shares shall fail be held pursuant to timely pay taxesthe provisions of an escrow agreement substantially in the form of Exhibit C hereto (the “Escrow Agreement”). The Escrow Shares will be held by the Escrow Agent until the date that is 12 months after the Closing Date (the “Escrow Period”); provided, assessments or insurance premiums as provided abovehowever, or that in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Purchaser has made a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month claim under Article X prior to the due date thereof end of the Escrow Period, then, in accordance with and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior subject to the due dates thereof. In the event of foreclosure terms and conditions of the Mortgage, or if Huntington should take a deed in lieu of foreclosureEscrow Agreement, the amount so accumulated Escrow Period shall continue (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, 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 Stockholder, without any further act of any Stockholder, such Stockholder shall be credited on account deemed to have consented to and approved (i) the use of the unpaid principal or interest. If the total of the monthly payments Escrow Shares as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient collateral to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting secure the rights of Huntington at its option the Purchaser pursuant to pay any Section 1.3(a) in the manner set forth herein and all in the Escrow Agreement, (ii) the use of said items when duethe Escrow Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Agreement, and (iii) the appointment of the Stockholders’ Representative as the representative under the Escrow Agreement of the Stockholders under this Agreement and as the attorney-in-fact and agent for and on behalf of such Stockholder.

Escrow. Borrower(a) On or prior to the Closing Date, the Stockholders’ Representative, the Parent and Branch Banking and Trust Company (the “Escrow Agent”) shall enter into an escrow agreement in order substantially the form attached hereto as Exhibit D (the “Escrow Agreement”). (b) Parent shall withhold Seven Million Dollars ($7,000,000) (the “Initial Escrow Amount”) from the Merger Consideration to more fully protect be paid at Closing and deposit such amount into escrow pursuant to the security terms of the Mortgage, does hereby covenant Escrow Agreement. (c) Parent shall withhold an amount up to ten percent (10%) of any Initial Order Cash Consideration or Performance Payment that may become payable (the “Additional Escrowed Funds”) and agree deposit such amounts in to escrow pursuant to the terms of the Escrow Agreement such that, if Borrower 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 ($9,250,000) (the “Escrow Amount”). (d) The Escrow Amount shall fail be deposited in an interest-bearing escrow account, pursuant to timely pay taxesthe terms of the Escrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, assessments the Escrow Amount shall be held in escrow until receipt by the Escrow Agent of joint written instructions from the Parent and the Stockholders’ Representative (directing the Escrow Agent to release funds either to Parent or insurance premiums to the Payments Administrator for further distribution to the Participating Holders) or as otherwise provided above, or in the event Escrow Agreement. Pursuant to and subject to the terms and conditions of any other default and Huntington does not then elect to exercise its other remediesthe Escrow Agreement, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, Escrow Amount shall be held in escrow until the Indebtedness date that is fully paidtwelve (12) months after the Closing Date. (e) Notwithstanding any provisions of this Agreement to the contrary, a sum equal to one-twelfth (1/12i) the Parent shall be treated for income Tax purposes as the beneficial owner of the known or estimated yearly taxes, assessments, premiums for Escrow Amount and all earnings thereon until such insurance time as may be required by any such funds are distributed pursuant to the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsEscrow Agreement, and insurance premiums when due. Borrower agrees that sufficient (ii) until distributed, such funds shall be so accumulated for secure the payment of said charges one (1a) month prior the purchase price adjustments, if any, pursuant to Section 1.12 and (b) the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure indemnity obligations of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient Participating Holders pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueARTICLE IX.

Escrow. Borrower(a) Concurrently with the execution of this Agreement, in order the parties shall establish an escrow account (the “Escrow Account”) pursuant to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or an escrow agreement substantially in the event form attached hereto as Exhibit B (the “Escrow Agreement”) by and among Seller, the Company, Xxxx Capital Partners, LLC (“RCP”) and Xxxxx Fargo Bank, N.A. (the “Escrow Agent”). (b) Upon the execution of any other default this Agreement: (i) Seller will deposit into the Escrow Account this Agreement and Huntington does not then elect the Escrow Agreement, each duly and validly executed by Seller. (ii) Each Purchaser will deposit into the Escrow Account: (A) this Agreement, the Registration Rights Agreement, the Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A attached to exercise its other remediesthe Registration Rights Agreement and the Escrow Agreement, then Borrower shall, upon request of Huntington, pay to Huntington each duly and validly executed by such Purchaser; and (B) each Purchaser’s Investment Amount for the Seller Shares set forth on the first day signature page of this Agreement executed by such Purchaser; and (iii) The Company will deposit into the Escrow Account this Agreement, the Registration Rights Agreement and the Escrow Agreement, each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required duly and validly executed by the terms hereof. Huntington shall hold Company. (c) Upon the execution of this Agreement, Seller will deliver to the Company’s transfer agent (the “Transfer Agent”) certificates representing the Seller Shares it will be selling to each Purchaser at the Closing, together with such monthly payments other documents (including applicable conversion and exercise notices, which may be mingled made contingent on the closing of the transactions contemplated hereby) as the Company and the Transfer Agent may require to effect the transfer of such shares to the name of the Purchasers, including executed stock powers with its general fundssignatures guaranteed by a national bank or member firm of the New York Stock Exchange and directions for the Transfer Agent to effect such transfer. Subject to Section 1.3(a) below, without obligation the Company will instruct the Transfer Agent to pay interest thereon, unless otherwise required issue new Certificates (as defined below) representing the shares to be purchased by applicable law, to pay each Purchaser and registered in the name of each such taxes, assessmentsPurchaser, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated the Company will instruct the Transfer Agent to (i) deliver such Certificates to the Escrow Agent, who will release such Certificates to the Purchasers at the Closing in accordance with the Escrow Agreement, or (ii) otherwise make arrangements acceptable to each Purchaser for the payment delivery of said charges one (1) month prior such Certificates to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duePurchasers.

Escrow. Borrower, in order to more fully protect (a) Holder hereby authorizes and directs the security Secretary of the MortgageCompany, does or such other person designated by the Company, to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. (b) To insure the availability for delivery of Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby covenant appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and agree thattransfer unto the Company, such Unreleased Shares, if Borrower shall fail any, forfeited pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Forfeiture Option and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request execution of Huntingtonthis Agreement, pay deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the consent of his or her spouse to Huntington on this Agreement in the first day form attached hereto as Exhibit B. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of each monththe Company and Holder attached as Exhibit C hereto, until the Indebtedness Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is fully paid, a sum equal to one-twelfth (1/12) in effect. Upon vesting of the known Unreleased Shares, the escrow agent shall deliver to the Holder, upon request, the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by Shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent’s possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthe Holder, and insurance premiums when due. Borrower agrees that sufficient funds the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. BorrowerThe 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 Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in order accordance with an Escrow Agreement. If the Closing occurs, Parent and Buyer agree that the Parent’s right to more fully protect indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the security 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 Mortgage, does hereby covenant Company and agree that, if Borrower the Stockholders collectively shall fail be limited to timely pay taxes, assessments or insurance premiums as provided above, or in the event Escrow Deposit and of any other default and Huntington does not then elect Stockholder shall be limited to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth such Stockholder’s Pro Rata Portion (1/12as defined below) of the known or estimated yearly taxes, assessments, premiums Escrow Deposit and the maximum liability of the Company and the Stockholders collectively for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Excluded Obligations shall be so accumulated limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the payment Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of said charges one (1) month prior the Losses up to the due date thereof and that Borrower shall furnish Huntington with proper statements covering aggregate amount of the same fifteen Purchase Price which such Stockholder is entitled (15) days prior 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 “Pro Rata Portion” of a Stockholder as to any Losses or as to the due dates thereof. In Escrow Deposit shall be equal to the event of foreclosure percentage of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited Purchase Price to which such Stockholder is entitled as set forth on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageSchedule 11.4. To the extent that all or any portion of the provisions Equity Consideration or Restricted Equity Consideration is sold, disposed of this Section 9 for such payments or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of taxesthe shares of Parent Common Stock so sold, assessments, and insurance premiums to Huntington, are complied with, Borrower Parent shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as entitled to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the same proportion as such Cash Escrow and Stock Escrow bears to the total Escrow Deposit. Notwithstanding anything to the contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article XI until the aggregate Losses are in excess of said items when due$25,000, at which point the Company and the Stockholders shall be liable for the full amount of all Losses including such amount.

Escrow. BorrowerAt the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, with such Escrowed Consideration to be held in order the Escrow Account as a source of funds for any amounts owing to more fully protect any PEGC I Indemnitees under (and subject to the security limitations in) Article X and Section 8.01(a). (a) On the first (1st) anniversary of the MortgageClosing Date (the “Termination Date”), does hereby covenant and agree that, if Borrower the Escrow Agent shall fail deliver to timely pay taxes, assessments or insurance premiums as provided above, or PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in the event Escrow Account in excess of any other default the Statute of Limitations Escrow Amount and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington (b) on the first day of each month, until date that is thirty (30) days after the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) expiration of the known or estimated yearly taxesapplicable 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”), assessments, premiums the Escrow Agent shall deliver to PELP (for such insurance as may be required the benefit of the Contributors) all OP Units then held by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsEscrow Agent in the Escrow Account; provided, without obligation to pay interest thereonhowever, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month if prior to the due Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or a portion of the OP Units then remaining in the Escrow Account are subject to claims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date thereof and that Borrower (including any potential Third-Party Claim referred to in Section 10.05, whether or not 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 furnish Huntington with proper statements covering the same fifteen (15) days prior be equal to the due dates thereofnumber of OP Units then held by the Escrow Agent in the Escrow Account, less 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). In If at any time after the event Termination Date or Statute of foreclosure 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 PEGC I OP shall execute and deliver a certificate requesting the Escrow Agent to deliver such excess number of OP Units to PELP (for the benefit of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Contributors) and the amount so accumulated Escrow Agent shall be credited on account deliver to PELP (for the benefit of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, Contributors) such excess shall be credited on subsequent monthly payments number of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueOP Units.

Escrow. Borrower, in order to more fully protect As security for the security Seller’s faithful performance of the Mortgageterms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, does hereby covenant upon issuance, the certificates for Shares shall be held in escrow by Union Bank of California N.A. (the “Escrow Agent”) until the earlier of (a) the date on which none of the Shares remain subject to the Repurchase Right and agree that(b) the date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “Escrow Period”). Notwithstanding the foregoing, however, if Borrower shall fail the Student Enrollment at all Qualified Educational Institutions is equal to timely pay taxesor greater than two hundred thousand (200,000) on December 31, assessments 2010 and there occurs either (a) an IPO (as such term is defined below) or insurance premiums as provided above, or in the event (b) a Change of any other default and Huntington does not then elect to exercise its other remediesControl, then Borrower shallSeller shall be entitled, upon request by notice given to the Escrow Agent and Buyer, to cause the Escrow Agent to release to Seller a number of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum shares equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Student Enrollment at all Qualified Educational Institutions immediately prior to the due date thereof of such IPO or the consummation of such Change in Control (the “Post IPO Release Right”). Further, the Seller agrees to deliver and that Borrower deposit with the Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the certificate or certificates evidencing the Shares. The foregoing documents are to be 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 furnish Huntington with proper statements covering immediately be delivered to the Escrow Agent to be held in escrow in the same fifteen (15) days prior to the due dates thereofmanner as such Shares. In the 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 foreclosure Shares (or substituted securities described in Section 3.5) so repurchased or acquired and (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of such Shares and (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to Seller of any of the Mortgage, or if Huntington should take a deed in lieu of foreclosureShares held by the Escrow Agent, the amount so accumulated Escrow Agent shall be credited on account of the unpaid principal also release from escrow to Seller all substituted or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total additional securities and/or other property in respect of such monthly payments so made under this Shares described in Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due3.5 below.

Escrow. BorrowerThe Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company or its designee, in order to more fully protect as escrow agent (the security “Escrow Agent”). Upon vesting of the MortgageShares, does hereby covenant the Escrow Agent shall release or electronically transfer to the Participant, upon request, those Shares which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and agree thatto the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, if Borrower including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall fail terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to timely pay waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Participant, the Escrow Agent shall promptly deliver such Shares to the Participant and shall be 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 proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession 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 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 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 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 vesting 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, assessments the Company shall deliver or insurance premiums as provided abovecause to be delivered to the Participant, or in the event case of any other default and Huntington does not then elect to exercise its other remediesthe Participant’s death, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidParticipant’s beneficiary, a sum equal to one-twelfth (1/12) of the known certificate or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated certificates for the payment of said charges one (1) month prior applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interestSection 6 below. If the total of Shares are issued to the monthly payments as made under this Section 9 shall exceed Participant electronically rather than by a stock certificate, the payments actually made by Huntington, such excess legend described above shall be credited on subsequent monthly payments of the same natureremoved, but if may bear such other legends as the total of such monthly payments so made under this Company deems advisable pursuant to Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due6 below.

Escrow. BorrowerNotwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (the “Escrow Funding”) prior to the Acquisition Closing Date (while in order escrow, the “Escrow Term Loans”) and the following terms shall apply to more fully protect the security Escrow Funding: (i) The Company shall be the borrower of the Mortgage, does hereby covenant and agree that, if Borrower Term B Loans funded into escrow. (ii) Term B Loans shall fail be required to timely pay taxes, assessments or insurance premiums as provided above, or be repaid in full to the event of any other default and Huntington extent release from escrow does not then elect occur on or prior to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington the Mandatory Cancellation Date. (iii) Interest on the first day Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the terms of each month, until this Agreement and the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may Term B Loans shall otherwise be required governed by the terms set out for such Term B Loans in this Agreement, 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 date 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 Company and the 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 Company to the 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. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawFor the avoidance of doubt, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month extent any New Senior Unsecured Notes are funded into escrow prior to the due date thereof Acquisition Closing Date as separately agreed between the Company and that Borrower the Arrangers, the exclusions set forth in this clause (xii) shall furnish Huntington with proper statements covering the same fifteen (15) days prior also apply to the due dates thereof. In New Senior Unsecured Notes while the event of foreclosure 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 Mortgage, Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or if Huntington should take accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a deed borrowing notice in lieu 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 foreclosure, the amount so accumulated such borrowing notice and each Term B Lender shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary required to make up the deficiency, which payments shall be secured by proceeds of their Term B Loans available to the Mortgage. To Administrative Agent on such Borrowing Date as set forth in Section 2.3. (xiv) Each Lender and Issuer consents to the extent that all the provisions terms of this Section 9 for such payments of taxes, assessments, 17.2 and insurance premiums agrees to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein as to the amounts paid onlycontrary, but nothing contained 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 this Section 9 shall be construed escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, to the extent such amendments or modifications (y) only relate to the Term B Facility or (x) are not materially adverse to the interests of the other Lenders hereunder, as determined by the Administrative Agent in any way limiting the rights of Huntington at its option to pay any and all of said items when duesole discretion.

Escrow. Borrower, in order to more fully protect (a) The Restricted Shareholder hereby authorizes and directs the security Secretary of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided aboveCompany, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other default person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and Huntington does not then elect transfer unto the Company, such shares, if any, forfeited pursuant to exercise its other remedies, then Borrower this Agreement and shall, upon request execution of Huntingtonthis Agreement, pay deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to Huntington the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement, the spouse of the Restricted Shareholder, 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 first day of each monthRestricted Shares, until the Indebtedness is fully paid, a sum equal escrow agent shall promptly deliver to one-twelfth (1/12) of the known Restricted Shareholder the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent's possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthe Restricted Shareholder, and insurance premiums when due. Borrower agrees that sufficient funds the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. BorrowerA. 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 (hereinafter referred to as the “Escrow Fund”), in order to more fully protect the security out of the MortgageClosing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, does hereby which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, indemnify and hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (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 one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and agree that(c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the Acquisition Agreements), if Borrower incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall fail promptly cause written notice of the claim to timely pay taxesbe 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, assessments bond or insurance premiums diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as provided above, or not being covered under the indemnification clauses contained in the event of any other default and Huntington does not then elect to exercise its other remediesAcquisition Agreements, then Borrower in that event Seller shall, upon request within five (5) business days of Huntingtonits receipt of such written 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, pay to Huntington on the first day Parties agree that within twenty (20) days of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) Seller’s denial of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by claim to submit the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation issue to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofbinding arbitration. In the event of foreclosure the claim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the claim out of the MortgageEscrow Fund subject to a final determination by the arbitrator. Notwithstanding a possible dispute between the Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or if Huntington should take a deed in lieu defense of foreclosurethe claim to the detriment of the Buyer, the amount so accumulated Buyer and its counsel shall have the right to participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be credited on account paid out of the unpaid principal or interestEscrow Fund. If Similarly, if notice is given and the total Seller fails to promptly (for purposes herein, “promptly” shall be deemed to be within 20 calendar days of the monthly payments as service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments paid out of the same natureEscrow Fund up to the amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as to any expenses, but if the total of such monthly payments so made under this Section 9 costs or otherwise and in connection with any indemnification claim shall be insufficient limited to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up of the deficiency, which payments shall be secured by the MortgageEscrow Fund. To the extent that all the provisions Notwithstanding any provision of this Section 9 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 such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance injunctive or other equitable relief with the covenants contained in Sections 7 and 8 herein as to expense of such defense being paid out of the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting Escrow Fund. Seller cannot settle a matter other than for dollar damages without the rights consent of Huntington at its option to pay any and all of said items when dueBuyer.

Escrow. Borrower, in order to more fully protect (a) Purchaser hereby authorizes and directs the security Secretary of the MortgageCompany, does or such other person designated by the Company, to transfer the Shares as to which a Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of the Shares upon the Company’s exercise of the Repurchase Option, Purchaser hereby covenant 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 agree thattransfer unto the Company, such shares of Restricted Stock, if Borrower shall fail any, repurchased by the Company pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Repurchase Option and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request execution of Huntingtonthis Agreement, pay 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 Huntington on the first day Joint Escrow Instructions of each monththe Company and Purchaser attached as Exhibit A hereto, until the Indebtedness is fully paidfirst to occur of (i) the Company’s exercise of its Repurchase Option with respect to any such Shares, a sum equal (ii) the date on which such Shares cease to one-twelfth be Unvested Shares, or (1/12iii) of this Agreement ceasing to be in effect. Promptly following the known date on which any Shares cease to be Unvested Shares, the escrow agent shall deliver to Purchaser the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by Shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent’s possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsPurchaser, and insurance premiums when due. Borrower agrees that sufficient funds 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 accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. BorrowerNotwithstanding anything to the contrary contained in Section 1.2(a) or elsewhere in this Agreement, on the Closing Date: (i) an aggregate of $16,500,000 (the “General Escrow Amount”) shall be: (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 Amount”; 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 paid by Purchaser, in order the amount of $239,549.38, and such General Escrow Amount shall be deposited into an escrow account maintained with a financial institution in the United Kingdom (the “General Escrow Account”), to more fully protect be held and distributed by the security Escrow Agent in accordance with the terms of the Mortgage, does hereby covenant and agree that, if Borrower Escrow Agreement; and (ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow Amount”) shall fail be withheld from: (A) the “Gross Purchase Price” otherwise payable to timely pay taxes, assessments or insurance premiums as provided above, or the Sellers in accordance with the amounts set forth on Schedule 1.2A in the event of any other default column entitled “Seller Special Escrow Amount” and Huntington does not then elect (B) the “Gross Purchase Price” otherwise payable to exercise its other remediesthe Cash Cancel Sellers in accordance 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”), then Borrower shall, upon request of Huntington, pay to Huntington on be held and distributed by the first day of each month, until Escrow Agent in accordance with the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) terms of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower(a) At or prior to the Closing, Innovate, the Shareholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security of Parties (the Mortgage“Escrow Agreement”), does hereby covenant and agree that, if Borrower pursuant to which Innovate shall fail to timely pay taxes, assessments or insurance premiums as provided above, or deposit Preferred Stock Consideration in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth an amount comprising ten percent (1/1210%) of the known Merger Consideration otherwise deliverable to the Company Shareholders (including any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessments, premiums for such insurance as may the “Escrow Shares”); to be required held and disbursed by the Escrow Agent in a segregated escrow account (the “Escrow Account”) in accordance with the terms hereofhereof and of the Escrow Agreement. Huntington The Escrow Shares shall hold such monthly payments which may be mingled with its general fundsallocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, without obligation and a source of payment of, the Innovate Indemnified Parties’ indemnity rights pursuant to pay interest thereon, unless Section 10. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment Parties as an adjustment to the number of said charges one shares of Merger Consideration received by the Company Shareholders pursuant to Section 1 hereof. (1b) month The Escrow Shares shall no longer be subject to any indemnification claim after the date which is six (6) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Section 10 hereof prior to the due date thereof and Expiration Date that Borrower shall furnish Huntington with proper statements covering remain unresolved at the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure time of the MortgageExpiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total of Claim Notice provided by Innovate under Section 10) shall remain in the monthly payments Escrow Account until such time as made under this Section 9 such Pending Claim shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient have been finally resolved pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes10. After the Expiration Date, assessmentsany remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved of compliance with disbursed by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlyCompany Shareholders, but nothing contained 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 this Section 9 connection therewith, the Escrow Agent shall be construed as disburse any remaining Escrow Shares remaining in the Escrow Account to the Exchange Agent for distribution to the Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any way limiting the rights of Huntington at its option to pay any and all of said items when duedividends, distributions or other income thereon).

Escrow. Borrower, in (a) In order to more fully protect satisfy and to establish a procedure for the security satisfaction of claims by Buyer or its related Indemnified Parties for indemnification, Buyer, the Representative, and JPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (the “Escrow Agent”) shall enter into an agreement, attached hereto as Exhibit G (the “Escrow Agreement”), on the Closing Date, pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a fund to be managed by the Escrow Agent and to be used to satisfy the Company’s and the Stockholders indemnification obligations, if any, any set forth in this Article VIII (the “Escrow Fund”). Each Stockholder’s Pro Rata Portion of the MortgageEscrow Amount shall be set forth on the Certified Capitalization Table, does hereby covenant and agree thatthe aggregate Purchase Price received by each such Stockholder shall be reduced by such amount. (b) The Escrow Fund shall be retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, if Borrower the first Business Day immediately following such date), (such period referred to herein as the “Escrow Period”), the Escrow Agent shall fail pay to timely pay taxeseach Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, assessments or insurance premiums as provided aboveminus (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, or 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 event Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Disbursement”); provided, however, that to the extent it is subsequently determined in accordance with Article VIII that the Buyer is not entitled to retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the Buyer is not entitled to retain any other default amounts subtracted pursuant to this Section, the Escrow Agent shall 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 Huntington does 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 then elect required to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington satisfy any remaining claims. Interests accrued on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds principal shall be so accumulated for the payment of said charges one (1) month prior paid and allocated entirely to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofNovacap. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all conflict between the provisions of this Section 9 for such payments Article VIII and the provisions of taxesthe Escrow Agreement, assessments, and insurance premiums to Huntington, are complied with, Borrower the provisions of the Escrow Agreement shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueprevail.

Escrow. BorrowerAt 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 the Effective Time, BOKF shall deposit the principal amount of $1,000,000 into the Representation Escrow, which, together with (i) all interest earned thereon, but reduced by (ii) any Representation Allowed Escrow Claim (as hereafter defined) is referred to herein as the Representation Escrow Funds". (b) The Representation Escrow Funds shall be invested in a certificate of deposit at the 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 order three-month certificates of deposit at Bank at the 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. (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 more fully protect CNBT on or before Xxxxx 00, 0000, (xx) the security sole remedy available to BOKF for Losses shall be limited solely to a claim against the Representation Escrow Funds, (iii) all payments, if any, to be made in respect of any Losses shall be 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 MortgageRepresentation Escrow Funds, does hereby covenant and agree that(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, if Borrower 2002, the Representation Escrow Agreement shall fail terminate and the Escrow Agent shall, on or before April 15, 2002, distribute the Representation Escrow Funds on a pro rata basis to timely pay taxesthe holders of the CNBT Common as of the Effective Time. (e) In the event BOKF makes a claim for Losses on or before March 31, assessments 2002, the Escrow Agent shall (i) on or insurance premiums before April 15, 2002, distribute on a pro rata basis to the holders of the CNBT Common as provided aboveof 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 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 event Representation Escrow 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 default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth interest. (1/12g) The persons who are members of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment Board of said charges one (1) month Directors of CNBT immediately prior to the due date thereof and that Borrower Closing shall furnish Huntington with proper statements covering collectively serve as agents, acting by majority vote in the same fifteen (15) days prior to manner as a board of directors acting under the due dates thereof. In TCBA, for the event of foreclosure holders of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account CNBT Common as of the unpaid principal or interest. If Effective Time and shall have full authority to act for and on behalf thereof in the total administration of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments (the "Agents"). The actions of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower the Agents shall be relieved deemed actions taken by them as members of compliance with the covenants contained in Sections 7 and 8 herein as Board of Directors of CNBT prior to the amounts paid only, but nothing contained in this Section 9 Closing. (h) BOKF shall be construed as in any way limiting pay the rights fees and costs of Huntington at its option the Escrow Agent with respect to pay any and all of said items when duethe Representation Escrow.

Escrow. Borrower(a) Restricted Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in order effect. Holder appoints the Company and its authorized representatives as Holder’sattorney(s)-in-fact to more fully protect the security take all actions necessary to effect any transfer of the Mortgage, does hereby covenant forfeited Restricted Shares (and agree thatRetained Distributions (as defined below), if Borrower shall fail any, paid on such forfeited Restricted Shares) to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance Company as may be required pursuant to 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. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) All cash dividends and other distributions made or declared with respect to Restricted Shares (“Retained Distributions”) will be held by the terms hereofCompany until the time (if ever) when the Restricted Shares to which such Retained Distributions relate become Vested Shares. Huntington shall hold 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 cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such monthly payments cash paid or declared with respect to the Restricted Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Restricted Share with respect to which may be mingled with its general fundsthe Retained Distributions were paid or declared. (c) As soon as reasonably practicable following the date on which a Restricted Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without obligation to pay interest thereon, unless otherwise the legend required by applicable lawthis Agreement, if Holder so requests) representing the Restricted Share to pay such taxesbe delivered to Holder or, assessmentsif the Restricted Share is held in book-entry form, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for cause the payment of said charges one (1) month prior notations indicating the Restricted Share is subject to the due date thereof restrictions of this Agreement to be removed and that Borrower shall furnish Huntington with proper statements covering (ii) pay to Holder the same fifteen (15) days prior Retained Distributions relating to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueRestricted Share.

Escrow. BorrowerThe parties to the Escrow Agreement shall instruct the Escrow Agent, in order pursuant to more fully protect the security terms of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawEscrow Agreement, to promptly pay such taxes, assessments, any amounts due and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior owing to Purchaser pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 9 for such payments 10.2(a) out of taxesthe Escrow Funds. Notwithstanding anything to the contrary herein, assessments, and insurance premiums recourse of Purchaser to Huntington, are complied with, Borrower the Escrow Funds pursuant to the Escrow Agreement shall be relieved the sole and exclusive remedy of compliance with Purchaser and the covenants contained other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in Sections 7 and 8 herein as to the amounts paid onlyor breach of any representation, but nothing warranty, covenant, agreement or other obligation contained in this Section 9 Agreement or any of the other Transaction Documents, and in no event shall the ESOP, the Option Holders or the SARs Holders be construed liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, 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 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 any way limiting no event later than five (5) Business Days thereafter, the rights ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of Huntington at its option the applicable portion of the Escrow Funds, if any, pursuant to pay any this Article X in connection with such resolution, to release to the ESOP and to the Company on behalf of, and to be 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 said items when duethe remaining aggregate amount of Losses with respect to such unresolved indemnification claims.

Escrow. BorrowerFrom and after the Closing, any indemnification to which the Buyer Indemnified Parties are entitled under this Agreement shall be satisfied first by recouping such Losses from the Escrow Amount in order accordance with the terms and conditions of this Agreement and the Escrow Agreement, and thereafter, subject to more fully protect the security terms and conditions of this Agreement, the Buyer Indemnified Parties may proceed directly against Seller and/or the Members with respect to such Losses. Upon expiration of the Mortgageperiod set forth in Section 7.1(iii), does hereby covenant and agree thatassuming there are no indemnification obligations claimed by Buyers in good faith or the Company (the “Escrow Release Date”), if Borrower Buyer and the Seller Representative shall fail direct the Escrow Agent to timely pay taxesrelease to the Seller Representative (on behalf of Seller, assessments or insurance premiums as provided above, or in which amounts shall then be paid over to Seller by the event of any other default and Huntington does not Seller Representative) the then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) remaining balance of the known or estimated yearly taxes, assessments, premiums Escrow Amount less the aggregate amount of all claims specified in any then unresolved good faith claims for such insurance as may be required payment therefrom made by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation Buyer pursuant to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageAgreement. To the extent that all on the provisions Escrow Release Date any amount has been reserved and withheld from the distribution from the Escrow Amount on account of this Section 9 any unresolved claim for payment made by Buyer and, subsequent to such payments of taxesdate, assessmentssuch claim is resolved, Buyer and insurance premiums the Seller Representative shall promptly direct the Escrow Agent to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as release (i) to the Buyer that amount, if any, due in respect of such claim as finally determined pursuant to this Agreement and (ii) to the Seller Representative (on behalf of Seller, which amounts shall then by paid onlyover to Seller by the Seller Representative) an amount equal to the excess, but nothing contained if any, of the amount theretofore reserved and withheld from distribution in this Section 9 shall be construed as in any way limiting respect of such claim less the rights of Huntington at its option payments, if any, made pursuant to pay any and all of said items when duethe immediately preceding clause (i).

Escrow. Borrower, in order to more fully protect (a) Holder hereby authorizes and directs the security Secretary of the MortgageCompany, does or such other person designated by the Company, to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. (b) To insure the availability for delivery of Holder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby covenant appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and agree thattransfer unto the Company, such Unreleased Shares, if Borrower shall fail any, forfeited pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Forfeiture Option and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request execution of Huntingtonthis Agreement, pay deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the Secretary in escrow, pursuant to Huntington on the first day Joint Escrow Instructions of each monththe Company and Holder attached as Exhibit B hereto, until the Indebtedness Forfeiture Restriction becomes effective as provided in Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is fully paid, a sum equal to one-twelfth (1/12) in effect. Upon vesting of the known Unreleased Shares, the escrow agent shall promptly deliver to the Holder the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by Shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent's possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthe Holder, and insurance premiums when due. Borrower agrees that sufficient funds the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. BorrowerAt the Effective Time, in order the Escrow Amount shall be delivered or caused to more fully protect be delivered by Parent to The Bank of New York Mellon as escrow agent (the security “Escrow Agent”), pursuant to the provisions of the Mortgageescrow agreement in substantially the form attached as Exhibit D hereto, does hereby covenant and agree that, if Borrower shall fail subject to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect amendments to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required form requested by the terms hereofEscrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds The Escrow Agreement shall be so accumulated for the payment of said charges one (1) month entered into prior to the due date thereof Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that Borrower were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The terms and provisions of the Escrow 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 furnish Huntington constitute approval by such holders, as to the specific terms of 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 proper statements covering respect to Damages, the same 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 Stockholders’ Representative, as provided for herein and in the Escrow Agreement. The release of the Escrow Funds (or any portion thereof) will occur on the fifteen (15) days prior month anniversary of the Closing, and will be subject to the due dates thereof. In the event of foreclosure terms hereof and of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12i) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all Notwithstanding the provisions of Section 2.6(a), as security for certain of the indemnification obligations of the Executing Stockholders, the Executing 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 9 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 Adjustment Escrow Amount and, if applicable pursuant to Section 7.16, the JV Buyout Escrow Amount, the “Escrow Amount”), and shall deposit such amounts at Closing into an account or accounts (the “Escrow Account”) with U.S. Bank, N.A. (the “Escrow Agent”). The Escrow Amount shall be released to the Parties according to the terms and conditions of an escrow agreement dated as of the Closing 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 mutually agreed upon in good faith by the Escrow Agent, Parent and the Stockholder Representative (the “Escrow Agreement”). (ii) An amount equal to Five Million Dollars ($5,000,000) (the “Documentation Escrow Amount”) shall be allocated from the Indemnification Escrow Amount to address Losses of Parent Indemnified Parties that result from a Target Entity’s failure to comply with Legal Requirements regarding patient medical record documentation prior to Closing (“Documentation Matters”); provided, however, that nothing contained herein shall prevent a Parent Indemnified Party’s recovery from the Indemnification Escrow Amount in respect of indemnification claims made pursuant to Article IX. (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 Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow Agreement. (iv) Thirty-six (36) months following the Closing Date, the then-remaining balance of the Documentation Escrow Amount shall be released to the Stockholder Representative (or its designee) for the benefit of the Executing Stockholders, the Executing Option Holders and Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow 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 the 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 Non-Owner Participants, subject to the terms and conditions as set forth in the Escrow 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 terms 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 payments 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, assessments, and insurance premiums to Huntington, are complied with, Borrower which the Company shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as remit to the amounts paid onlyapplicable 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, but nothing contained in this Section 9 shall be construed as in any way limiting applicable) through the rights of Huntington at its option to pay any and all of said items when dueCompany’s payroll.

Escrow. Borrower(a) At or prior to the Closing, the Purchaser Representative, the Seller Representative and an escrow agent mutually acceptable to the Company and the Purchaser, acting reasonably (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security of Parties (the Mortgage“Escrow Agreement”), does hereby covenant and agree that, if Borrower pursuant to which the Purchaser shall fail issue to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Escrow Agent four percent (1/124%) of the known Merger Consideration Shares (together with any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”) to be held, premiums for such insurance as may be required 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 hereofof Article VI hereof and the Escrow Agreement. Huntington The Escrow Property shall hold such monthly payments which may be mingled with its general fundsallocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as a security for, without obligation and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to pay interest thereon, unless Article VI. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment Parties as an adjustment to the number of said charges one Merger Consideration Shares received by the Company Shareholders pursuant to Article I hereof. (1b) month The Escrow Property shall not be subject to any indemnification claim to the extent made after the date which is eighteen (18) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the due date thereof and Expiration Date (including those at are revised or adjusted in accordance with Article VI after the Expiration Date) that Borrower shall furnish Huntington with proper statements covering remain unresolved at the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure time of the MortgageExpiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the monthly payments Expiration Date) shall remain in the Escrow Account until such time as made under this Section 9 such Pending Claim shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient have been finally resolved pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VI. After the Expiration Date, assessmentsany Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and insurance premiums not subject to Huntingtonresolved but unpaid claims in favor of an Indemnified Party, are complied with, Borrower shall be relieved of compliance with transferred by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlyCompany Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, but nothing contained 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 this connection therewith, the Escrow Agent shall transfer any Escrow Property remaining in the Escrow Account to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 9 shall be construed as in any way limiting the rights 1.9, with each such Company Shareholder receiving its Pro Rata Share of Huntington at its option to pay any and all of said items when duesuch Escrow Property.

Escrow. Borrower, in order to more fully protect (a) Employee hereby authorizes and directs the security secretary of the MortgageCompany, does or such other person designated by the Company from time to time, to transfer any Unreleased Shares which are forfeited pursuant to Section 2 above from Employee to the Company. (b) To insure the availability for delivery of Employee’s Unreleased Shares upon forfeiture under Section 2, Employee hereby covenant appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as its attorney-in-fact to sell, assign and agree thattransfer unto the Company, such Unreleased Shares, if Borrower shall fail any, forfeited by Employee pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Section 2 and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request execution of Huntingtonthis Agreement, pay deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to Huntington on the first day Joint Escrow Instructions of each monththe Company and Employee attached as Exhibit B hereto, until the Indebtedness Shares are forfeited as provided in Section 2, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is fully paid, a sum equal to one-twelfth (1/12) in effect. Upon release of the known Unreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly deliver to Employee the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by Shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent’s possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsEmployee, and insurance premiums when due. Borrower agrees that sufficient funds the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. BorrowerAny share certificates issued upon the exercise of Option Shares shall be deposited with an escrow holder designated by the Corporation (the “Escrow Holder”), together with a stock power executed in blank as security for the Right of First Refusal and the Repurchase Option. Accordingly, said shares shall not be sold, pledged, or otherwise transferred so long as they remain subject to either or both of the Right of First Refusal and the Repurchase Option except as provided in Section 10 and Section 11, respectively, and any transfer or purported transfer in violation thereof shall be null and 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 Repurchase Option, the Right of First Refusal, the Market Stand Off, and all other restrictions against transfer of the Option Shares as set forth in this Agreement. The Escrow 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 order which case there shall be applied such additional terms of escrow as such successor escrow holder may at its discretion require as a condition to more fully protect its assuming the security duties of 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 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 Mortgage, does hereby covenant Escrow Holder and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with the Escrow Holder harmless against all claims arising out of its general funds, without obligation performance as escrow holder hereunder except to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all a court of competent jurisdiction has made a final determination that they arose from the provisions gross negligence or willful misconduct of this Section 9 for such payments of taxes, assessments, the Escrow Holder. Optionee and/or Permitted Transferees shall have full voting rights and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance entitled to dividends, if any, with the covenants contained in Sections 7 and 8 herein as respect to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueescrowed shares.

Escrow. BorrowerTo insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase 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 order to more fully protect the security Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the MortgageCompany, does hereby covenant or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and agree thattransfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if Borrower shall fail any, repurchased by the Company pursuant to timely pay taxes, assessments the Repurchase Right or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower Early Exercise Repurchase Right. The Participant shall, upon request the exercise of Huntingtona vested portion of the Incentive Stock Option or an unvested portion of the Incentive Stock Option, pay 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 blank, attached hereto as Exhibit B1 with respect to Huntington on Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the first day case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of each monththe 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 Indebtedness is fully paid, a sum equal Shares are no longer subject to one-twelfth (1/12) such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms and conditions of this Agreement. Upon the expiration of the known Repurchase Right, the Secretary of the Company, or estimated yearly taxesany other person designated by the Company, assessmentsas escrow agent, premiums for 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 insurance Vested Option Shares in the escrow agent’s possession belonging to the Participant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation pursuant to pay interest thereon, unless otherwise required by applicable law, other restrictions imposed pursuant to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. BorrowerWithin thirty (30) days after the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Buyer Representative (the "Escrow Agent"), shall execute and deliver an Escrow Agreement, in order form and substance reasonably satisfactory to more fully protect the security Company and the Buyer Representative (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which any proceeds (the "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of land owned by the MortgageCompany 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"), does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). At such time after the Effective Date (as provided above, or defined in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on Registration Rights Agreement) as the first day of each month, until Closing Sale Price (as defined in the Indebtedness is fully paid, a sum equal to one-twelfth (1/12Notes) of the known 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 estimated yearly taxesany event shall 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"), assessmentsthe 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, premiums 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 insurance as may redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be required by entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms hereofof the Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the Notes then held by each of the Buyers). Huntington The Company shall hold maintain the Escrow Account for so long as any Notes remain outstanding. At such monthly payments which may be mingled with its general fundstime as no Notes remain outstanding, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, the Company and insurance premiums when due. Borrower agrees that sufficient funds the Buyer Representative shall be so accumulated for the payment of said charges one (1) month prior deliver to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior Escrow Agent joint written instructions to release to the due dates thereof. In Company the event of foreclosure of Escrow Amount then on deposit in the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Escrow Account (the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due"Escrow Termination Date").

Escrow. BorrowerTo insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Repurchase 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 order to more fully protect the security Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the MortgageCompany, does hereby covenant or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and agree thattransfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if Borrower shall fail any, repurchased by the Company pursuant to timely pay taxes, assessments the Repurchase Right or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower Early Exercise Repurchase Right. The Participant shall, upon request the exercise of Huntingtona vested portion of the Nonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, pay 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 blank, attached hereto as Exhibit B1 with respect to Huntington on Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the first day case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of each monththe 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 Indebtedness is fully paid, a sum equal Shares are no longer subject to one-twelfth (1/12) such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow in accordance with the terms and conditions of this Agreement. Upon the expiration of the known Repurchase Right, the Secretary of the Company, or estimated yearly taxesany other person designated by the Company, assessmentsas escrow agent, premiums for 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 insurance Vested Option Shares in the escrow agent’s possession belonging to the Participant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation pursuant to pay interest thereon, unless otherwise required by applicable law, other restrictions imposed pursuant to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. BorrowerAs the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, in order to more fully protect the security 1,100,000 of the MortgageHoldco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), does hereby covenant and agree that, if Borrower which shall fail to timely pay taxes, assessments or insurance premiums as provided above, or be allocated among the Stockholders in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) same proportion as their proportionate share of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month total Company Common Shares immediately prior to the due date thereof Effective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent shall 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 Borrower shall furnish Huntington with proper statements covering is then unresolved, in the same fifteen proportions as originally deposited into escrow. The remaining Escrow Shares (15the “Environmental Indemnity Shares”) days prior shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the due dates thereof. In the event of foreclosure second anniversary of the Mortgage, or if Huntington should take a deed in lieu of foreclosureClosing Date (the “Environmental Indemnity Escrow Termination Date”), the amount so accumulated 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 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 credited on account 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 unpaid principal or interest. If representations and warranties set forth in Section 2.17 and (z) the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained matters referred in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueSchedule 2.17.

Escrow. Borrower, in order to more fully protect the security As of the MortgageClosing, does hereby covenant Buyer shall deposit in escrow cash in the amount of $[**] (the “Escrow Amount”), to be held to fund in part the indemnification obligations of the Stockholders and agree Optionholders under ARTICLE VIII of this Agreement; provided that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default adjustment owed by the Stockholders and Huntington does not then elect Optionholders pursuant to exercise its other remediesSection 2.11, then Borrower shallBuyer shall be entitled to recover such amounts out of the Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the Representative (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, upon request National Association (the “Escrow Agent”) to govern the terms and conditions of Huntingtonthe release of the Escrow Amount. As more fully set forth in the Escrow Agreement, pay [**] 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 Huntington Buyer from the Escrow Amount prior to such date, shall be released to the Representative (on behalf of the Stockholders and Optionholders) on the first day date which is [**] following the Closing Date and the remaining Escrow Amount, including any interest earned thereon from the Closing Date, less (x) the amount of each monthany claims made by Buyer in good faith against the Escrow Amount that are pending as of such date, until and (y) and amounts paid to Buyer from the Indebtedness is fully paidEscrow Amount prior to such date, a sum equal shall be released to one-twelfth the Representative (1/12) on behalf of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by Stockholders and Optionholders) on the terms hereof. Huntington shall hold such monthly payments date which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for is [**] following the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueClosing Date.

Escrow. Borrower(a) The number of shares of theglobe Common Stock delivered to the Sellers at or following the Effective Time pursuant to Section 2.5(c) or Section 5.19 shall be reduced on a pro rata basis by an aggregate number of shares equal to ten percent of the Issuable Shares (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 agent (the "Escrow Agent") pursuant to the terms of the Escrow Agreement. For such period of time that the Escrowed Shares are held in Escrow, the Seller shall have all rights with respect to the voting of such shares in connection with all matters coming before a vote of the holders of shares of theglobe Common Stock. (b) Notwithstanding anything in this Article VIII to the contrary, any claim by a member of theglobe Indemnified Group for indemnification against any Seller shall first be satisfied by recourse to the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification shall be made by giving written notice in accordance with the terms of Section 8.5. In accordance with the terms of the Escrow Agreement, the Escrow Agent shall 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 Agreement, in order to more fully protect the security view of the Mortgagefact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the Sellers, does hereby covenant David Rae shall act as the representative and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event attorney-in-fact (xxx "Xxxresentative") on behalf of any other default himself and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) all of the known or estimated yearly taxesother Sellers, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation subject to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments 8.4(d). The Representative shall keep the Sellers reasonably informed of taxes, assessmentshis 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 insurance premiums is authorized to Huntingtonact on behalf of, are complied withthe Sellers for all purposes related to this Article VIII, Borrower 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 relieved 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 compliance 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 covenants contained in Sections 7 and 8 herein as 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 amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower, in order to more fully protect (a) The Restricted Stockholder hereby authorizes and directs the security Secretary of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided aboveCompany, or such other person designated by the Company, to transfer the shares of Restricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, as applicable, in the event of repurchase of such shares by the Company or the Employer pursuant to Section 2.1 or forfeiture of such shares pursuant to Section 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 default person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and Huntington does not then elect transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to exercise its other remedies, then Borrower this Agreement and shall, upon request execution of Huntingtonthis Agreement, pay 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 Huntington the Joint Escrow Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall 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 first day of each monthRestricted Stock, until the Indebtedness is fully paid, a sum equal escrow agent shall promptly deliver to one-twelfth (1/12) of the known Restricted Stockholder the certificate or estimated yearly taxes, assessments, premiums for certificates representing such insurance as may be required by shares in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation escrow agent’s possession belonging to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthe Restricted Stockholder, and insurance premiums when due. Borrower agrees that sufficient funds the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so accumulated for the payment of said charges one required pursuant to other restrictions imposed pursuant to this Agreement. (1c) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageThe Company, or if Huntington should take a deed its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Stock in lieu escrow and while acting in good faith and in the exercise of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duejudgment.

Escrow. Borrower(a) Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in order effect. Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to more fully protect the security take all actions necessary to effect any transfer of the Mortgage, does hereby covenant forfeited Unvested Shares (and agree thatRetained Distributions (as defined below), if Borrower shall fail any, paid on such forfeited Unvested Shares) to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance Company as may be required pursuant to 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. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares. (b) All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the terms hereofCompany until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. Huntington shall hold 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 cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such monthly payments cash paid or declared with respect to the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which may be mingled with its general fundsthe Retained Distributions were paid or declared. (c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without obligation to pay interest thereon, unless otherwise the legend required by applicable lawthis Agreement, if Holder so requests) representing the Restricted Share to pay such taxesbe delivered to Holder or, assessmentsif the Restricted Share is held in book-entry form, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for cause the payment of said charges one (1) month prior notations indicating the Restricted Share is subject to the due date thereof restrictions of this Agreement to be removed and that Borrower shall furnish Huntington with proper statements covering (ii) pay to Holder the same fifteen (15) days prior Retained Distributions relating to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueRestricted Share.

Escrow. BorrowerAt or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall deliver to the Escrow Agent a number of shares of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in Purchaser Common Stock (with each share valued at the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum Redemption Price) equal to one-twelfth three percent (1/123%) of the known Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”) to be held, premiums for such insurance as may be required by 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 hereofof Section 1.15 and the Escrow Agreement. Huntington The Escrow Property shall hold such monthly payments which may be mingled with its general funds, without obligation allocated among and transferred to pay interest thereon, unless 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 Company Stockholders under Section 1.15. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment of said charges one (1) month prior Parties as an adjustment to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event number of foreclosure shares of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Stockholder Merger Consideration received by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums Company Stockholders pursuant to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.Article I.

Escrow. Borrower(a) The Shares issued under this Agreement shall be held by an escrow holder designated by the Company (the "Escrow Holder"), along with a stock assignment executed by the Purchaser in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each monthblank, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) expiration of the known Company's Right of First Refusal with respect to such Shares as set forth above. (b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or estimated yearly taxes, assessments, premiums for such insurance as may be required instructions signed by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofboth parties. In the event of foreclosure further instruc tions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the Mortgage, authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or if Huntington should take a deed omission hereunder while acting in lieu good faith in the exercise of foreclosurehis own judgment. (c) If the Company or any assignee exercises its Right of First Refusal hereunder, the amount so accumulated Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall be credited on account take all steps necessary to accomplish such transfer. (d) When the Right of First Refusal have been exercised or expire unexercised or a portion of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all Shares has been released from the provisions of this Section 9 3 hereof, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such payments of taxes, assessments, released Shares and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as deliver such certificate to the amounts paid onlyPurchaser. (e) Subject to the terms hereof, but nothing contained in this Section 9 the Purchaser shall be construed as in any way limiting have all the rights of Huntington at its option a shareholder with respect to pay 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 and all new, substituted or additional securities to which the Purchaser is entitled by reason of said items when duehis ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Right of First Refusal.

Escrow. Borrower(a) At the Effective Time, Parent, Merger Sub, Company, the Representative and the Escrow Agent shall execute and deliver an escrow agreement substantially in order to more fully protect the security form of the Mortgageattached Exhibit A (the “Escrow Agreement”) under which U.S. Bank Corporate Trust Services or other Person mutually satisfactory to Parent and Company shall act as escrow agent (the “Escrow Agent”) with respect to the Escrowed Consideration deposited with the Escrow Agent. Parent shall deposit the Escrowed Consideration with the Escrow Agent, does hereby covenant and agree that, if Borrower which shall fail to timely pay taxes, assessments or insurance premiums be withheld from the Merger Consideration as provided abovein Section 2.5 in connection with the indemnification obligations set forth in Section 7.2. (b) Subject to the provisions of this Section 2.6 and the Escrow Agreement, the Escrowed Consideration shall be paid to the Preferred Stockholders on the Claim Date, as reduced by the amount of any indemnification payments based on, arising from or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums connection with all claims for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month indemnification asserted in writing prior to the due date thereof Claim Date pursuant to Section 7.2 that have not been fully resolved. (c) For all purposes of this Agreement and that Borrower the Escrow Agreement, whenever Parent Shares shall furnish Huntington with proper statements covering be required to be delivered to satisfy an indemnity or contribution obligation of any Party hereto, each Parent Share shall be valued at the same fifteen (15) days prior to the due dates thereofParent Share Valuation. In the event of foreclosure any stock split, reverse stock split, stock combination or reclassification of the MortgageParent Shares or any merger, consolidation or if Huntington should take a deed in lieu combination of foreclosureParent with any other entity or entities, the amount so accumulated deemed value specified above for the Parent Shares shall be credited on account proportionally adjusted so that the deemed value of the unpaid principal or interest. If Parent Shares after such event shall be the total same as the deemed value of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, Parent Shares prior to such excess event. All such adjustments shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duesuccessively.

Escrow. Borrower(a) There shall be deposited in escrow with Union Bank of California, in order N.A. (the “Escrow Agent”) an amount equal to more fully protect Two Million One Hundred Thousand Dollars ($2,100,000) (the security “Escrow Deposit”) as part of the Mortgageconsideration for the Shares. The Escrow Deposit shall be delivered by the Buyer to the Escrow Agent at the Closing and shall be held and delivered by the Escrow Agent in an account (the “Escrow Account”) in accordance with the terms and provisions of the Escrow Agreement. Any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be divided equally between the Buyer, does hereby covenant on the one hand, and agree thatthe Sellers, on the other hand. (b) The Escrow Fund shall be released to the Seller Representative, and Buyer agrees to execute joint instructions, and take all other actions, necessary to cause any such release, as follows: (i) first, upon determination of the Net Working Capital pursuant to Section 2.5 and payment of any Shortfall or excess amounts payable thereunder (the date of such payment being referred to herein as the “First Release Date”), an amount (the “First Release Amount”) equal to (x) $500,000 less (y) the sum of (A) the amount of any Shortfall paid to the Buyer pursuant to Section 2.5(e)(i)(A); (B) the aggregate dollar amount of any indemnification claims paid out of the Escrow Fund on or prior to the First Release Date; and (C) the aggregate dollar amount of any indemnification claims (as shown in the notices of such claims provided under the Escrow Agreement) pending as of the First Release Date, by wire transfer of immediately available funds to an account designated by the Seller Representative; provided, however, there shall be no release from the Escrow Fund to the Seller Representative on the First Release Date if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above(1) the First Release Amount is a negative number, or in (2) any Buyer Indemnitee has given notice of a claim under the event Escrow Agreement with respect to which it is not reasonably able to specify the amount of any other default Losses and Huntington does not such claim is then elect to exercise its other remediespending; (ii) second, then Borrower shall, upon request of Huntington, pay to Huntington on the first day anniversary of each monththe Closing Date (the “Second Release Date”), until an amount (the Indebtedness is fully paid, a sum “Second Release Amount”) equal to one-twelfth (1/12x) $1,125,000 less (y) the sum of (A) the First Release Amount; (B) the aggregate dollar amount of any indemnification claims paid out of the known Escrow Fund on or estimated yearly taxesprior to the Second Release Date; and (C) the aggregate dollar amount of any indemnification claims (as shown in the notices of such claims provided under the Escrow Agreement) pending as of the Second Release Date, assessments, premiums for such insurance as may be required by wire transfer of immediately available funds to an account designated by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsSeller Representative; provided, without obligation to pay interest thereonhowever, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds there shall be so accumulated for no release from the payment of said charges one Escrow Fund to the Seller Representative on the Second Release Date if (1) month prior the Second Release Amount is a negative number, or (2) any Buyer Indemnitee has given notice of a claim under the Escrow Agreement with respect to which it is not reasonably able to specify the amount of Losses and such claim is then pending; and (iii) third, on the date which is eighteen (18) months after the Closing Date (the “Third Release Date”), an amount (the “Third Release Amount”) equal to (x) the remaining Escrow Fund, if any, less (y) the aggregate dollar amount of any indemnification claims (as shown in the notices of such claims provided under the Escrow Agreement) pending as of the Third Release Date, by wire transfer of immediately available funds to an account designated by the Seller Representative; provided, however, if any Buyer Indemnitee has given notice of a claim under the Escrow Agreement with respect to which it is not reasonably able to specify the amount of Losses and such claim is then pending, the Escrow Agent shall retain the remaining Escrow Fund until it receives joint written instructions of the Buyer and the Seller Representative or a final non-appealable order of a court of competent jurisdiction as provided in the Escrow Agreement, upon which the Escrow Agent shall pay the remaining Escrow Fund, if any, to the due date thereof and that Borrower shall furnish Huntington Seller Representative in accordance with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueparagraph.

Escrow. Borrower(a) The Downpayment and any interest earned thereon, upon Escrow Agent’s receipt and collection thereof, shall continue to be held in order an interest bearing account at Citizens Bank (or at such other commercial bank having an office in Manhattan as Escrow Agent shall select) and, at Seller’s option, will be invested in United States Treasury bills or notes or other short term obligations (approved by both parties in their sole discretion) with appropriate maturities prior to more fully protect the security scheduled Closing Date. (b) Except as otherwise set forth in this Agreement, the interest, if any, earned on the Downpayment shall be delivered with the Downpayment to the person or persons entitled thereto pursuant to the terms of this Article 30. Escrow Agent shall not be responsible for (i) any interest earned on the Downpayment except for such interest as is actually earned or (ii) the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is posted on such investment. (c) Escrow Agent shall deliver the Downpayment in accordance with the following: (i) If Purchaser shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that it is entitled to the return of the MortgageDownpayment, does hereby covenant then Purchaser shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Purchaser. Escrow Agent shall promptly send a copy of such notice to Seller and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event that within five (5) Business Days of such notice being given to Seller, Seller shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then Escrow Agent shall promptly deliver the Downpayment to Purchaser. (ii) If Seller shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that the Downpayment shall have been forfeited by Purchaser, then Seller shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Seller. Escrow Agent shall promptly send a copy of such notice to Purchaser and in the event that within five (5) Business Days of such notice being given to Purchaser, Purchaser shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then the Escrow Agent shall promptly deliver the Downpayment to Seller. (iii) If the Closing under this Agreement shall occur, Seller and Purchaser shall deliver jointly a written notice to Escrow Agent at such Closing instructing Escrow Agent to deliver the Downpayment to Seller (or as Seller may direct in writing) and, upon receipt of such notice, Escrow Agent shall do so. (iv) Upon its receipt of any other default and Huntington does not then elect to exercise its other remediesobjection, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known notice or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated demand for the payment of said charges one (1) month prior Downpayment delivered by Seller or Purchaser, Escrow Agent shall promptly deliver a copy thereof to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen other party. (15d) days prior to the due dates thereof. In the event of foreclosure any disagreement or dispute shall arise between or among any of the Mortgageparties hereto and/or any other persons resulting in adverse claims and demands being made for the Downpayment, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and continue to hold the Downpayment until (a) Escrow Agent receives written notice signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the Downpayment directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction, or if Huntington should take (b) Escrow Agent receives a deed certified copy of a final and non- appealable judgment of a court of competent jurisdiction directing the disbursement of the Downpayment, in lieu which event Escrow Agent shall then disburse the Downpayment in accordance with said direction; or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement to the Downpayment has been commenced, Escrow Agent may deposit the Downpayment with the clerk of foreclosurethe court in which said litigation is pending; or (iii) Escrow Agent may deposit the Downpayment in a court of competent jurisdiction by the commencement of an action for interpleader, the amount so accumulated costs thereof to be borne by whichever of Seller and Purchaser is the losing party. (e) Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Downpayment. Escrow Agent shall not be responsible for any act or failure to act on its part nor shall it have any liability under this Article 30 or in connection herewith except in the case of its own willful misconduct or gross negligence. Escrow Agent shall be credited on account automatically released from all responsibility and liability hereunder upon Escrow Agent’s delivery or deposit of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all Downpayment in accordance with the provisions of this Section 9 Article 30. (f) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such payments instruments, or for the identity, authority or right of taxesany person executing or depositing the same, assessmentsor for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. (g) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any duties or responsibilities except those set forth in this Article 30 and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine, and insurance premiums Escrow Agent may assume that any person purporting to Huntington, are complied with, Borrower give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (h) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be relieved fully protected in so acting or refraining from acting upon the advice of compliance such counsel. (i) Purchaser and Seller hereby jointly and severally agree to indemnify and save Escrow Agent harmless from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder (including, without limitation, reasonable attorneys’ fees and disbursements) except in the case of its own willful misconduct or gross negligence. (j) The parties acknowledge that Escrow Agent is acting, and shall continue to act, as counsel to Seller in connection with the covenants contained this agreement and other matters. The parties agree that Escrow Agent or any member or employee of Escrow Agent shall be permitted to act as counsel for Seller in Sections 7 and 8 herein any dispute or question as to the amounts paid onlydisbursement of the Downpayment or any other matter arising hereunder. (k) The provisions of this Article 30 shall survive the Closing or the termination of this Agreement. The provisions of this Article 30 are intended to supersede that certain escrow agreement, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any dated June 30, 2011, among Seller, Purchaser and all of said items when dueEscrow Agent, which escrow agreement is hereby terminated.

Escrow. BorrowerOn the Closing Date, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower Purchaser shall, upon request on behalf of HuntingtonSeller, pay to Huntington on the first day of each monthEscrow Agent, until as agent to Purchaser and Seller, in immediately available funds, to the Indebtedness is fully paidaccount designated by the Escrow Agent (the "Escrow Account"), a sum an amount equal to one-twelfth five percent (1/125%) of the known or estimated yearly taxesEstimated Purchase Price (such amount, assessments, premiums for such insurance as it may be required subsequently reduced pursuant to this Section 9.5, the "Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the terms hereof. Huntington Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall hold such monthly payments which may be mingled with its general fundsaccordingly reduce the Escrow Amount and, without obligation to pay interest thereon, unless otherwise required by applicable lawsecond, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to extent the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be Escrow Amount is insufficient to pay such taxes, assessments, and insurance premiums then any remaining sums due, then said Borrower Seller shall be required to pay upon demand all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. On the first anniversary of the Closing Date, the Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal to the amount necessary of claims for indemnification under this Article IX asserted prior to make up the deficiency, which payments such anniversary but not yet resolved ("Unresolved Claims"). The Escrow Amount retained for Unresolved Claims shall be secured released by the Mortgage. To Escrow Agent (to the extent that all not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article IX. For the provisions avoidance of doubt, the release of the Escrow Amount to Seller after the first anniversary of the Closing Date pursuant to this Section 9 for such payments 9.5 shall not prejudice any of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option the Purchaser Indemnified Parties to pay any and all of said items when dueseek indemnification from Seller under this Agreement.

Escrow. BorrowerPurchaser shall select a national banking association or trust company, reasonably acceptable to Seller, to serve as escrow agent under this Agreement (the “Escrow Agent”). Within 10 days after the date of this Agreement, Purchaser and Seller shall negotiate, execute and deliver a written agreement with the Escrow Agent (the “Escrow Agreement”) pursuant to which the Escrow Agent shall accept, hold and disburse the Purchase Price and the Shares in order accordance with the terms and conditions of this Agreement and such additional, reasonable and customary terms and conditions of escrow, not inconsistent with this Agreement, as shall be mutually acceptable to more fully protect Purchaser, Seller and the security Escrow Agent and set forth in the Escrow Agreement. Promptly upon the execution and delivery of the MortgageEscrow Agreement by Purchaser, does hereby covenant Seller and agree thatthe Escrow Agent on the date thereof, if Borrower (i) Seller shall fail deliver to timely pay taxesthe Escrow Agent, assessments to be deposited with and held by the Escrow Agent in accordance therewith and herewith, the certificate or insurance premiums as provided abovecertificates representing all of the Shares (collectively, the “Certificates”), each duly endorsed by Seller in blank, or accompanied by one or more stock powers in a form acceptable to Purchaser and executed by Seller in blank (collectively, the event “Assignment Instruments”), with all signatures guaranteed and otherwise in proper form for transfer of any other default the Shares to Purchaser or upon Purchaser’s order, and Huntington does not then elect (ii) Purchaser shall deliver to exercise its other remediesthe Escrow Agent, then Borrower shallto be deposited with and held by the Escrow Agent in accordance therewith and herewith, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum an amount equal to one-twelfth (1/12) the Purchase Price. Unless and until title to the Shares is transferred to Purchaser at the Closing, Seller shall retain ownership of the known Shares and all incidents thereof, including the right to vote the Shares and the right to receive any and all dividends or estimated yearly taxes, assessments, premiums for such insurance as distributions that may be required by paid upon the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Shares prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering Closing. If the same fifteen (15) days Closing occurs, any interest or other earnings on the Purchase Price which accrue thereon prior to the due dates thereofClosing while the same is held by the Escrow Agent shall be paid to Seller, and if the Closing does not occur, any interest or other earnings which accrue thereon prior to the Closing while the same is held by the Escrow Agent shall be paid to Purchaser. In the event of foreclosure The fees and expenses of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Escrow Agent for its services pursuant to the amount so accumulated Escrow Agreement shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made borne and paid equally by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Purchaser and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueSeller.

Escrow. Borrower(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 Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event shares of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum Purchaser Common Stock equal to one-twelfth five percent (1/125%) of the known Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”) to be held, premiums 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 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 such insurance as may be required by the terms hereofobligations of the Company Stockholders pursuant to Article VI (other than for Fraud Claims). Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment of said charges one (1) month prior Parties as an adjustment to the due number of shares of Stockholder Merger Consideration received by the 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 thereof and that Borrower shall furnish Huntington is two (2) years after the Closing Date (the “Escrow Expiration Date”); provided, however, with proper statements covering the same fifteen respect to (15x) days prior any indemnification claims made in accordance with Article VI hereof (including with respect to the due dates thereof. In required timing of Claim Notices) that remain unresolved at the event of foreclosure time of the MortgageEscrow Expiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the monthly payments Escrow Expiration Date) shall remain in the Escrow Account until such time as made under this Section 9 such Pending Claim shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient have been finally resolved and paid pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VI. After the Escrow Expiration Date, assessmentsany Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and insurance premiums not subject to Huntingtonresolved but unpaid claims in favor of an Indemnified Party, are complied with, Borrower shall be relieved of compliance with transferred by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlyCompany Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11, but nothing contained with each such Company Stockholder 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 this connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Company Stockholders that have previously delivered the Transmittal Documents in accordance with Section 9 shall be construed as in any way limiting the rights 1.11, with each such Company Stockholder receiving its Pro Rata Share of Huntington at its option to pay any and all of said items when duesuch Escrow Property.

Escrow. Borrower(a) The Escrow Fund may be used, from time to time, to satisfy Claims of the Purchaser Indemnified Parties for indemnification pursuant to Articles VII and/or X made from and after Closing but on or before the applicable Expiration Date; provided that the Escrow Fund, which shall include the Closing Escrow Amount plus, if applicable, the Springing Escrow Amount, shall in no event constitute a cap or limit on indemnification payments due to Purchaser Indemnified Parties; provided further, that the closing of the Escrow Account or depletion of the Escrow Fund shall in no event operate to extinguish, restrict or otherwise alter the Purchaser Indemnified Parties’ rights to indemnification under Articles VII and/or X. (b) From the Closing Date through the Springing Escrow End Date (or any date on which a Triggering Event shall have been occurred), AMC shall deliver to the US Purchaser, within five days after any reasonable demand therefor, a certificate executed by an executive officer of AMC certifying, that, as of the date of such certificate, there has not occurred any Triggering Event. (c) At least seven Business Days prior to the date on which a Triggering Event (i) is approved by the board of directors of AMC or (ii) occurs, in order either case if such event occurs on or prior to more fully protect the security Springing Escrow End Date, AMC shall deposit the Springing Escrow Amount in U.S. dollars, by wire transfer of immediately available funds into the escrow account created on the Closing Date pursuant to the Escrow Agreement. The Purchaser Indemnified Parties shall be entitled to payment from the Escrow Account as so augmented in accordance with the terms of the MortgageEscrow Agreement. (d) As used herein, does hereby covenant the following terms have the following meanings: “Triggering Event” means (i) any dissolution, liquidation or winding up of AMC or (ii) the making, declaration or setting aside for payment of any distribution (including in connection with a redemption of capital stock) or dividend, if after giving effect to such distribution or dividend, AMC would fail to hold at least $21,000,000 in unencumbered and agree unrestricted cash and cash equivalents (net of reserves set aside on the then-most recent balance sheet); “Springing Escrow Amount” means $3,500,000; and “Springing Escrow End Date” means the second anniversary of the Closing Date; provided, however, that, if Borrower shall fail to timely pay taxes, assessments at any time on or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure second anniversary of the Mortgage, or if Huntington should take a deed in lieu of foreclosureClosing Date, the aggregate amount so accumulated of Outstanding Claims (as defined in the Escrow Agreement) exceeds the amount then-available in the Escrow Fund to satisfy all such Outstanding Claims (the “Escrow Shortfall Amount”), then (x) the Springing Escrow End Date shall be credited extended until such time as the amount available in the Escrow Fund is sufficient to satisfy all Outstanding Claims in existence on account or before the second anniversary of the unpaid principal or interest. If Closing Date and (y) if a Triggering Event occurs at any time during such extension, the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess Springing Escrow Amount shall be credited on subsequent monthly payments the lesser of (A) $3,500,000 and (B) the same nature, but if Escrow Shortfall Amount at the total time of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueTriggering Event.

Escrow. Borrower(a) At the Closing, in order to more fully protect $2,000,000 (the security "Escrow Amount") of the MortgagePurchase Price shall be deposited by the Purchaser with First Union National Bank, does hereby covenant a national banking association (the "Escrow Agent") pursuant to an escrow agreement mutually agreeable to the parties hereto (the "Escrow Agreement"). All interest and agree other income earned on the Escrow Amount shall, subject to Section 2.6(b) hereof, be disbursed by the Escrow Agent together with the Escrow Amount (collectively, the "Escrow") to the Sellers' Representative for the benefit of the Sellers 120 days after the Closing Date (the "Escrow Expiration Date"); provided, however, that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on that the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month -------- ------- Purchaser has prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior Escrow Expiration Date delivered notice to the due dates thereof. In Escrow Agent and the event Sellers that the Purchaser, in good faith, disputes the adjustment to the Purchase Price, the Equipment Adjustment or the Receivables Adjustment and setting for the amount of foreclosure such dispute (the "Disputed Amount"), the Escrow Agent shall disburse to the Sellers' Representative for the benefit of the Mortgage, or if Huntington should take a deed in lieu Sellers the sum of foreclosure(i) the remaining Escrow less (ii) the Disputed Amount. Upon ---- resolution by the Purchaser and the Sellers' Representative of the Disputed Amount, the amount Escrow Agent shall disburse the Disputed Amount as so accumulated resolved. (b) To the extent there is any of the Escrow Amount remaining following the adjustment of the Purchase Price pursuant to Section 2.3 hereof, the Equipment Adjustment pursuant to Section 2.4 hereof and the Receivables Adjustment pursuant to Section 2.5 hereof, the Sellers shall be credited entitled to be paid in accordance with their pro-rata ownership of Shares as set forth on account Annex A, and the Purchaser and Sellers' Representative shall give instructions to the Escrow Agent to pay out, any such amount within five business days of the unpaid principal or interest. If the total determination of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total last of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. adjustments. (c) To the extent that all the provisions aggregate amount of this the adjustments pursuant to Sections 2.3, 2.4 and 2.5 exceed the Escrow Amount, the Sellers shall pay the deficiency in the Escrow Amount to the Purchaser by wire transfer of immediately available funds not later than five business days after resolution of the calculation of such deficiency as provided in Section 9 for such payments of taxes2.3, assessments2.4 and 2.5, and insurance premiums as applicable. The obligation to Huntington, are complied with, Borrower pay to the Purchaser any deficiency in the Escrow Amount shall be relieved a joint and several obligation of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueSellers.

Escrow. Borrower(a) The Deposit, Indemnity Escrow, the Additional Indemnity Escrow, and the Offset Amount (as defined in Section 11.1(b)), if any, (the "Escrowed Funds") to be held by the Escrow Agent hereunder shall be invested in a federally insured interest-bearing money market account or accounts and interest shall accrue for the benefit of and be paid to the party to whom the Escrowed Funds are paid pursuant to this Agreement. The Deposit shall be paid by Purchaser to Seller or as Seller directs at the Closing and shall not be part of the Escrowed Funds after the Closing. (b) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party's obligations hereunder, Escrow Agent shall pay the Escrowed Funds (together with all interest thereon, if any) to Seller and/or Purchaser, as the case may be, in order to more fully protect accordance with the security provisions of this Agreement. (c) The parties acknowledge that Escrow Agent is acting solely as a stakeholder and except (i) in the event of the MortgageClosing or (ii) in connection with a termination notice by Purchaser in accordance with Section 8.1(a), does hereby covenant Escrow Agent shall not deliver the Escrowed Funds except on seven days' prior written notice to the parties and agree thatonly if neither party shall object within such seven-day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Escrowed Funds or as to whom such Escrowed Funds are to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Escrowed Funds (together with all interest thereon, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided aboveany), or in the event absence of any other default and Huntington does not then elect to exercise its other remediessuch authorization, then Borrower shallEscrow Agent may hold the Escrowed Funds (together with all interest thereon, upon request of Huntington, pay to Huntington on the first day of each monthif any), until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) final determination of the known rights of the parties in an appropriate proceeding. Notwithstanding the foregoing, in connection with a termination notice by Purchaser in accordance with Section 8.1(a), Seller hereby authorizes and directs Escrow Agent to immediately deliver the Deposit to Purchaser without the necessity of any prior notice or estimated yearly taxes, assessments, premiums consent by Seller. If such written authorization is not given or proceedings for such insurance as may be determination are not initiated within 30 days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required by to, bring an appropriate action or proceeding for leave to deposit the terms hereof. Huntington shall hold such monthly payments which may be mingled Escrowed Funds (together with its general funds, without obligation to pay all interest thereon, unless otherwise required by applicable lawif any), to pay with a court of competent jurisdiction pending such taxes, assessments, and insurance premiums when duedetermination. Borrower agrees that sufficient funds Escrow Agent shall be so accumulated reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the payment of said charges one (1) month prior party determined not to be entitled to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageEscrowed Funds, or if Huntington should take a deed the Escrowed Funds are split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, in lieu of foreclosure, inverse proportion to the amount so accumulated shall be credited on account of the unpaid principal or interestEscrowed Funds received by each. If the total Upon making delivery of the monthly payments as made under Escrowed Funds (together with all interest thereon, if any), in the manner provided in this Section 9 Agreement, Escrow Agent shall exceed have no further obligation or liability hereunder. (d) Escrow Agent shall not be deemed to be the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments agent of either of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessmentsparties, and insurance premiums then duethat Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions in willful disregard of this Section 9 for such payments of taxesAgreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, assessmentsclaims and expenses, and insurance premiums to Huntingtonincluding reasonable attorneys' fees, are complied with, Borrower shall be relieved of compliance incurred in connection with the covenants contained performance of Escrow Agent's duties hereunder (excluding, however, fees incurred in Sections 7 and 8 herein as representing Seller), except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on the amounts paid only, but nothing contained part of Escrow Agent. (e) Escrow Agent has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. Borrower(a) JNE Escrow Shares shall be placed with an escrow agent, in order satisfactory to more fully protect the security of the Mortgage, does hereby covenant AFNS and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington JNE for a period beginning on the first day of each month, until Closing Date and ending on the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawEscrow Termination Date, to pay such taxesbe disbursed solely upon the joint signatures of ANFS, assessmentsAMERINET and JNE, and insurance premiums when dueall as set forth below. Borrower agrees that sufficient funds Disbursements from the escrow shall be so accumulated made for the payment of said charges one amounts, if any, to satisfy the indemnification rights of ANFS and AMERINET pursuant to Section 11 hereof. (b) The JNE Escrow Shares shall be disbursed during the term hereof at any time, or from time to 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) month prior attaching a copy of such Notice of Claim; (2) stating that, in the 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 due date thereof and that Borrower shall furnish Huntington with proper statements covering payment of any portion of the same fifteen (15) days prior JNE Escrow Shares to the due dates requesting party on account thereof. In the event that a Notice of foreclosure Objection alleges that a Notice of Claim is only partially invalid, JNE, within thirty (30) days of the Mortgagereceipt of such Notice of Claim, agrees to pay over to ANFS or if Huntington should take a deed in lieu of foreclosureAMERINET, the amount so accumulated shall be credited on account as applicable, that portion of the unpaid principal or interestamounts specified in such Notice of Claim as to which no objection is made. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient JNE is not required to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary agree to make up 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 deficiencyimmediately preceding sentence. (ii) ANFS, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesAMERINET, assessments, RETN and insurance premiums JNE agree to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 submit to final and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay binding arbitration any and all disputes JNE has specified in a Notice of said items when dueObjection 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, that the escrow may continue beyond such date if ANFS or AMERINET has asserted an indemnification claim, and any such claim remains unsatisfied.

Escrow. Borrower(a) Notwithstanding Section 2.2(a) hereof and Section 2.4(a) hereof, an aggregate of $5,000,000 in order cash shall be withheld from the aggregate amount payable to more fully protect Common Holders in respect of Common Shares pursuant to Section 2.2(a) hereof and to Option Holders in respect of Options pursuant to Section 2.4(a) hereof. Parent instead shall, at the security Effective Time, deliver such amount to the Escrow Agent in immediately available funds by wire transfer deposit pursuant to the Escrow Agreement. This amount initially deposited with the Escrow Agent is referred to herein as the “Indemnity Escrow Amount.” (b) Notwithstanding Section 2.2(a) and Section 2.4(a) hereof, and in addition to the cash amount specified in Section 2.5(a) hereof, an aggregate of $4,000,000 in cash shall be withheld from the aggregate amount payable to Common Holders in respect of Common Shares pursuant to Section 2.2(a) hereof and to Option Holders in respect of Options pursuant to Section 2.4(a) hereof. Parent instead shall, at the Effective Time, deliver such amount to the Escrow Agent in immediately available funds by wire transfer deposit pursuant to the Escrow Agreement. This amount initially deposited with the Escrow Agent is referred to herein as the “Special Escrow Amount.” (c) The portion of the MortgageIndemnity Escrow Amount and Special Escrow Amount contributed on behalf of each Common Holder and each Option Holder shall be in proportion to the aggregate portion of the Common Equivalent Number attributable to such Common Holder or Option Holder, does hereby covenant as applicable. Notwithstanding the foregoing or anything to the contrary contained herein, any distribution to the Common Holders and Option Holders pursuant to the Escrow Agreement shall be reduced by any amount payable to Vector and other expenses, including those of the Shareholder Representative, incurred in connection with such distribution. (d) The parties hereto acknowledge and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in that the event of any other default Indemnity Escrow Amount and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each monthSpecial Escrow Amount are owned by Parent for U.S. federal income tax purposes, until the Indebtedness is fully paid, a sum equal distributed pursuant to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may Accordingly, any income earned by the Indemnity Escrow Amount and the Special Escrow Amount will be mingled with its general fundstreated as income of Parent. In addition, without obligation the parties intend and hereby agree to pay interest thereon, unless otherwise required by applicable law, treat a portion of any distributions from the Indemnity Escrow Account or the Special Escrow Amount to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the Common Holders as a payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington interest in accordance with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueCode §483.

Escrow. Borrower(a) At or prior to the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit 1,500,000 shares of Purchaser Common Stock from the Mortgageportion of Stockholder Merger Consideration otherwise deliverable to the Significant Company Stockholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, does hereby covenant the “Escrow Shares”); to be held and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required disbursed by the Escrow Agent in a segregated escrow account (the “Escrow Account”) in accordance with the terms hereofof hereof and the Escrow Agreement. Huntington The Escrow Shares shall hold such monthly payments which may be mingled with its general fundsallocated among the Significant Company Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, without obligation and a source of payment of, the Purchaser Indemnified Parties’ indemnity rights pursuant to pay interest thereon, unless ARTICLE VI. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment Parties as an adjustment to the number of said charges one shares of Stockholder Merger Consideration received by the Significant Company Stockholders pursuant to ARTICLE I hereof. (1b) month The Escrow Shares shall no longer be subject to any indemnification claim after the date which is six (6) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE VI hereof prior to the due date thereof and Expiration Date that Borrower shall furnish Huntington with proper statements covering remain unresolved at the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure time of the MortgageExpiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Claim Notice provided by the Mortgage. To Purchaser under ARTICLE VI and the extent that all Purchaser Common Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of this Section 9 for such payments of taxesARTICLE VI. After the Expiration Date, assessmentsany remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved of compliance with disbursed by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlySignificant 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, but nothing contained distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in this Section 9 connection therewith, the Escrow Agent shall be construed as disburse any remaining Escrow Shares remaining in the Escrow Account to the Exchange Agent for distribution to the Significant Company Stockholders, with each Significant Company Stockholder receiving its Pro Rata Share of such Escrow Shares (and any way limiting the rights of Huntington at its option to pay any and all of said items when duedividends, distributions or other income thereon).

Escrow. BorrowerAs soon as practicable after the Closing, the Exchange Shares will be deposited and held in order escrow in accordance with the terms set forth in the Escrow Agreement, attached hereto as Exhibit H, as the source of indemnification payments that may become due to more fully protect the security Tarantella pursuant to Section 4. The delivery of the Mortgage, does hereby covenant and agree that, if Borrower shall fail Exchange Shares to timely pay taxes, assessments or insurance premiums as provided above, or the Escrow Agent will be made by Tarantella on behalf of each of the Shareholders (on a pro rata basis in accordance with their respective ownership interest in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Company immediately prior to the due date thereof and that Borrower shall furnish Huntington Closing) in accordance with proper statements covering the provisions hereof, with the same fifteen force and effect as if such shares had been delivered by Tarantella directly to each Shareholder and subsequently delivered by each Shareholder to the Escrow Agent. (15a) Upon the Closing, and without further act of any Shareholder, Xxxxxxx Xxxxxxxxx shall be appointed as agent and attorney-in-fact for and on behalf of himself and the other Shareholders (the “Securityholder Agent”), and is authorized to enter into the Escrow Agreement on behalf of the Shareholders, to give and receive notices and communications regarding the delivery to Tarantella of any property or securities from the Escrow Fund in satisfaction of claims by Tarantella, to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Tarantella. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his services. Notices or communications to or from the Securityholder Agent, only for purposes of the Escrow Agreement, shall constitute notice to or from each Shareholder. (b) The Securityholder Agent shall not be liable for any act done or omitted while serving as Securityholder Agent, while acting in good faith and in the exercise of reasonable judgment. (c) Actions of the Securityholder Agent. A decision, act, consent or instruction of the Securityholder Agent with respect to the due dates thereof. In the event of foreclosure Escrow shall constitute a decision of the MortgageShareholders and shall be final, binding and conclusive, and the Escrow Agent and Tarantella may rely upon any such decision, act, consent or if Huntington should take a deed in lieu instruction of foreclosurethe Securityholder Agent as being the decision, act, consent or instruction of each Shareholder. (d) For the purpose of compensating Tarantella or any Indemnified Person for its Losses pursuant to this Agreement, the amount so accumulated value per share of the Exchange Shares (i.e., of the Tarantella Common Stock and the Warrant Shares comprising the Escrow Fund) shall be credited on account the average closing price of Tarantella Common Stock for the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as five trading days immediately prior to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueClosing Date.

Escrow. Borrower(a) At Closing, PhotoMedex, Radiancy, the PhotoMedex Representative (as defined below), the Radiancy Representative (as defined below) and Broadridge Corporate Issuer Solutions, Inc. (or such other Person as may be mutually agreed upon by the Parties, the “Escrow Agent”) shall enter into an Escrow Agreement, in order the form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”) and PhotoMedex shall deposit with the Escrow Agent certificates representing Eight Hundred Thousand (800,000) shares of PhotoMedex Common Stock (the Mortgage“Escrow Securities”). As the remedy of PhotoMedex and the PhotoMedex Indemnified Parties (as defined below), does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided aboveon one hand, or as the remedy of Radiancy and the Radiancy Indemnified Parties (as defined below), on the other hand, the Escrow Securities shall be applied to satisfy any PhotoMedex indemnification claims or Radiancy indemnification claims pursuant to and in accordance with Section 5.18. Upon release from escrow, the Escrow Securities 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 Securities shall no longer be subject to any other default PhotoMedex Claim or Radiancy Claim after the six (6) month anniversary of the Closing Date (the “Claim Termination Date”); provided, however, that with respect to any PhotoMedex Claim(s) and/or Radiancy Claim(s) that remains unresolved at the time of the Claim Termination Date and Huntington does not then elect notice of which was properly and timely delivered pursuant to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidSection 5.18, a sum equal to one-twelfth (1/12) portion of the known Escrow Securities reasonably necessary to satisfy such claim(s) shall remain subject to escrow until such time as such claim(s) shall have been finally resolved pursuant to the provisions of Section 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). For purposes of satisfying any Damages (as defined below) incurred by PhotoMedex and the PhotoMedex Indemnified Parties pursuant to a PhotoMedex Claim or estimated yearly taxesRadiancy and the Radiancy Indemnified Parties pursuant to a Radiancy Claim, assessmentsas the case may be, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Escrow Securities shall be so accumulated deemed to be valued at the average closing trading price of PhotoMedex Common Stock for the payment of said charges one period beginning ten (110) month Trading Days prior to the due date thereof of this Agreement and that Borrower shall furnish Huntington with proper statements covering ending ten (10) Trading Days after the same fifteen (15) days prior date of this Agreement. Any Escrow Securities released to the due dates thereofRadiancy Stockholders shall be deemed to be Merger Consideration. In Any Escrow Securities remaining in escrow after the event of foreclosure Claim Termination Date and not subject to any unresolved PhotoMedex Claim or Radiancy Claim shall be 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 MortgageRadiancy 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 if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall permitted to be credited on account of the unpaid principal taken by him or interest. If the total of the monthly payments as made her under this Section 9 shall exceed 1.3, Section 5.18 or the payments actually made by Huntington, such excess Escrow Agreement; and (ii) Xxxxx X. Sight shall be credited appointed as the PhotoMedex Representative and the attorney-in-fact for and on subsequent monthly payments behalf of the same naturePhotoMedex Stockholders with respect to this Section 1.3, but if Section 5.18 and the total Escrow Agreement and the taking by the PhotoMedex Representative of such monthly payments so made any and all actions and the making of any decisions required or permitted to be taken by him or her under this Section 9 shall be insufficient 1.3, Section 5.18 or the Escrow Agreement; including in each case the exercise of the power to pay such taxes(i) agree to, assessmentsnegotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and insurance premiums then due(iii) take all actions necessary in the judgment of the Radiancy Representative or the PhotoMedex Representative, then said Borrower shall pay upon demand as the amount necessary to make up case may be, for the deficiencyaccomplishment of the other terms, which payments shall be secured by the Mortgage. To the extent that all the provisions conditions and limitations of this Section 9 for such payments 1.3, Section 5.18 and the Escrow Agreement. Each Party and the Escrow Agent shall 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 taxes, assessmentsthe Radiancy Representative or the PhotoMedex Representative, and insurance premiums neither the Radiancy Representative nor the PhotoMedex Representative shall receive any compensation for his or her services under this Agreement and the Escrow Agreement with respect to Huntingtonthe Escrow 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), are complied with, Borrower except that he or she shall be relieved liable for harm that he or she directly causes by an act of compliance 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 covenants contained in Sections 7 performance of his or her respective obligations as the Radiancy Representative or the PhotoMedex Representative, as the case may be, under this Agreement and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duetransactions contemplated hereby.

Escrow. Borrower(a) On the Closing Date, Parent shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, a number of shares of Parent Common Stock equal to the product of ten percent (10%) 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 Participating Holders, which Escrow Pro Rata Fraction was determined in accordance with the Company Charter, including Section 2(g)(v) of Article 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, attachment, 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 (5) 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 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 Escrow Fund, and if not paid to Parent in connection with an indemnification claim in accordance with Section 8 shall ultimately be distributable to the Participating Holders in accordance with this Agreement and the Escrow Agreement. The Participating Holders shall have voting rights with respect to their allocable shares of Parent Common Stock in the Escrow Amount. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Stock Merger Consideration by the Participating Holders, shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Fund in accordance with the terms hereof and 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 this Agreement and the Escrow Agreement. The Participating Holders will not receive any 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 Fund, the Stockholders' Representative will deliver the balance of the Expense Fund to the Exchange Agent for further distribution to the Participating Holders, in order to more fully protect accordance with their respective Indemnity Pro Rata Fractions. For tax purposes, the security of the Mortgage, does hereby covenant Expense Fund will be treated as having been received and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required voluntarily set aside by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueParticipating Holders.

Escrow. BorrowerThe Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company's transfer agent, in order to more fully protect as escrow agent (the security "Escrow Agent"). Upon vesting of the MortgageShares, does hereby covenant and agree that, if Borrower the Escrow Agent shall fail release or electronically transfer to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shallEmployee, upon request of Huntingtonrequest, pay to Huntington on the first day of each monththose Shares, until the Indebtedness is fully paid, a sum equal to one-twelfth which have vested (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required other than any withheld by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation Company pursuant to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofSection 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 give written notice to the Employee and to the Escrow Agent specifying the number of foreclosure Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (i) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (ii) the election by the Company to waive forfeiture on all of the Mortgageunvested Shares, or if Huntington (iii) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should take a deed have in lieu of foreclosureits possession any Shares owed to the Employee, the amount so accumulated Escrow Agent shall promptly deliver such Shares to the Employee and shall be credited 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 account any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the unpaid principal 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 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 Agent in connection with the performance of its duties hereunder shall be borne by the Company. Any stock certificate issued to the Employee 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 total Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as Shares to the amounts paid only, but nothing contained in this Section 9 Employee shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duebear such a legend or other notation.

Escrow. Borrower(a) By virtue of this Agreement and as partial security for the indemnity obligations provided for in Section 8.3, in order at the Closing, Purchaser will deposit with the Escrow Agent cash comprising the Escrow Amount (the “Escrow Fund”). The Escrow Fund shall be available to more fully protect compensate Purchaser (on behalf of itself or any other Indemnified Party) for Losses pursuant to the security indemnification obligations of the Mortgage, does hereby covenant and agree that, if Borrower Indemnifying Parties. The Escrow Agent shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in retain the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Escrow Fund until 11:59 p.m. New York time on the first day of each month, until date that is thirty (30) days after the Indebtedness date that is fully paid, a sum equal to one-twelfth 12 months after the Closing Date (1/12the “Escrow Release Date”) unless cancelled or forfeited as set forth in this Article VIII. No portion (nor all) of the known or estimated yearly taxesEscrow Fund, assessmentsnor any beneficial interest therein, premiums for such insurance as may be required pledged, subjected to any Lien, sold, assigned or transferred, by the terms hereof. Huntington shall hold such monthly payments which may Indemnifying Party, or be mingled with its general fundstaken or reached by any legal or equitable process in satisfaction of any debt or other Liability of the Indemnifying Party, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month in each case prior to the due date thereof disbursement of the Escrow Fund to Caladrius in accordance with Section 8.1(b) below. (b) Within five (5) Business Days following the Escrow Release Date, the Escrow Agent will disburse to Caladrius the Escrow Amount less (i) that portion of the Escrow 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 Borrower portion of the Escrow Amount that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Notice delivered to the Indemnifying Party prior to the Escrow Release Date in accordance with this Article VIII. Any portion of the Escrow Amount held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Purchaser or any other Indemnified Party upon the resolution of such claims shall furnish Huntington with proper statements covering the same be disbursed to Caladrius within fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total Business Days following resolution of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueclaims.

Escrow. BorrowerAt TOTAL’s expense, in order AMYRIS will deposit (on the timing specified below) with a mutually agreed Third Party escrow agent (the “Escrow Agent”), pursuant to one or more fully protect escrow agreements entered by such Escrow Agent, AMYRIS and TOTAL the security following (collectively, the “Escrowed Materials” and each escrowed Strain, a “Banked Strain”): (a) Continuing until the earliest of (1) the twentieth anniversary of the MortgageEffective Date, does hereby covenant (2) the date six (6) months after the date on which TOTAL has the right to practice the license set forth in Section 2.A(i)(b), and agree that(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 (“Initial Package”). The Initial Package shall be escrowed no later than within ninety (90) days of the Effective Date, and at least semi-annually thereafter until the occurrence of 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 Manufacture of Licensed Products using the then current Intermediate Strain(s). (b) No later than thirty (30) days after the Parties’ designation of each Program Strain, if Borrower any, AMYRIS shall fail escrow the following materials: such Program Strain and 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 timely pay taxestime, assessments or insurance premiums as 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 abovethat if AMYRIS requests, or in the event of any other default TOTAL’s representative may be accompanied by AMYRIS’ representative during such audit), and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of HuntingtonTOTAL and at TOTAL’s expense, pay AMYRIS shall cause the Escrowed Materials to Huntington on be sent to an independent laboratory reasonably agreed to by the first day Parties to allow testing and to evidence that the Banked Strains remain viable and continue to produce farnesene at expected yields, in which case such laboratory shall be considered a Strain Recipient for purposes of each month, until this Agreement. (d) TOTAL will have the Indebtedness is fully paid, right to a sum equal to one-twelfth (1/12) release of the known or estimated yearly taxesEscrowed 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, assessmentsincluding the Intermediate Strain(s), premiums for such insurance as may be required by the terms hereofInitial 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). Huntington shall hold such monthly payments which may be mingled with its general fundsThereafter, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds TOTAL shall be so accumulated responsible for maintaining the payment Strains and information that were the subject of said charges one (1) month prior the Successful Commercial Transfer. Notwithstanding anything to the due date thereof and that Borrower contrary in this Agreement, under no circumstances shall furnish Huntington with proper statements covering TOTAL receive more than an aggregate of fourteen (14) Banked Strains. (f) Any dispute between the same fifteen (15) days prior Parties regarding the deposit of any Escrowed Materials or the access to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated any Escrowed Materials shall be credited on account of the unpaid principal or interest. If the total of the monthly payments resolved as made under this provided in Section 9 shall exceed the payments actually made by Huntington8.A, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, B and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.D.

Escrow. BorrowerOn the Closing Date, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower Purchaser shall fail to timely pay taxes, assessments or insurance premiums as provided above, or deposit in the event escrow account created by the Escrow Agreement (the "Escrow Account") a number of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request shares of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum Purchaser Common Stock equal to one-twelfth twenty percent (1/1220%) of the known or estimated yearly taxes, assessments, premiums for such insurance as may number of shares of Purchaser Common Stock to be required by issued to the terms hereofSellers in connection with the Merger (the "Escrow Shares"). Huntington The Escrow Shares shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsallocated among the Sellers, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated held for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interestSellers, as specified in Schedule 3.4. If Upon surrender by a Seller to the total Company of the monthly payments certificate or certificates representing the shares of Company 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 Stock to which such Seller is entitled under Section 3.2(a), less the number of shares of Purchaser Common Stock to be 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 made under Escrow Shares for the account of such Sellers. The Escrow Shares shall be held in the Escrow Account and released to the Sellers or Purchaser in accordance with Section 9.7. Until the Escrow Shares are released from the Escrow Account in accordance with Section 9.7, (i) the Escrow Shares may not be transferred, sold, assigned or pledged and (ii) certificates evidencing the Escrow Shares shall bear a legend indicating that they are subject to restrictions on transfer pursuant to this Section 9 shall exceed 3.4. Until the payments actually made by HuntingtonEscrow Shares held in the Escrow Account for Sellers are released in accordance with Section 9.7, such excess Sellers shall be credited on subsequent monthly payments of entitled to vote all such Escrow Shares held in the same nature, but if the total Escrow Account in such Seller's name and to receive all dividends and distributions in respect of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Shares.

Escrow. Borrower(a) Other than with respect to any Unpaid Amounts, any indemnification to which a Purchaser Indemnified Party is entitled under this Agreement shall first be made as a payment to the Purchaser Indemnified Party from the Escrow Fund in order to more fully protect accordance with the security terms of the MortgageEscrow Agreement. (b) All claims for indemnification asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Escrow 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, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first Business Day following the last day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Escrow Period (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure“Release Date”), the amount so accumulated remaining in the Escrow Fund (the “Escrow Account Balance”) exceeds the Pending Claim Amount, if any, the Escrow Agent shall release and deliver to the Partners Representative (on behalf of the Partners), in accordance with the Escrow Agreement, the amount of such excess, as set forth below and in the Escrow Agreement. If, on the Release Date, the Pending Claim Amount, if any, exceeds or is equal to the Escrow 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 credited on account deemed to be extended accordingly. (d) Notwithstanding any amount of the unpaid principal or interest. If Escrow Account Balance being released and delivered to the total of Partners Representative pursuant to ‎Section 8.8(c), the monthly payments as made under this Section 9 shall exceed Partners acknowledge that the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of Purchasers’ right to the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient Escrow Fund pursuant to pay such taxes, assessments‎Section 8.8(a) is a non-exclusive remedy, and insurance premiums then due, then said Borrower the Partners shall pay upon demand the amount necessary remain liable for any Purchaser Losses pursuant to make up the deficiency, which payments shall be secured by the Mortgage. To ‎Section 8.1 to the extent that all the provisions of this Section 9 for such payments of taxes, assessmentsprovided, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as subject to the amounts paid onlylimitations set forth, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due‎Article VIII.

Escrow. Borrower(a) At or prior to the Closing, the Parent, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”), pursuant to which the Parent shall deposit 7,500,000 shares of Parent Common Stock from the Mortgageportion of Merger Share Consideration otherwise deliverable to the Stockholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, does hereby covenant the “Escrow Shares”); to be held and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required disbursed by the Escrow Agent in a segregated escrow account (the “Escrow Account”) in accordance with the terms hereofof hereof and the Escrow Agreement. Huntington The Escrow Shares shall hold such monthly payments which may be mingled with its general fundsallocated among the Stockholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, without obligation and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to pay interest thereon, unless ARTICLE IX. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment Parties as an adjustment to the number of said charges one shares of Stockholder Merger Consideration received by the Stockholders pursuant to ARTICLE IX hereof. (1b) month The Escrow Shares shall no longer be subject to any indemnification claim after the date which is twelve (12) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE IX hereof prior to the due date thereof and Expiration Date that Borrower shall furnish Huntington with proper statements covering remain unresolved at the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure time of the MortgageExpiration Date (“Pending Claims”), all or if Huntington should take a deed in lieu portion of foreclosure, the Escrow Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount so accumulated shall be credited on account of the unpaid principal or interest. If indemnification claim included in the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Claim Notice provided by the Mortgage. To Parent under ARTICLE IX and the extent that all Parent Common Stock Price) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of this Section 9 for such payments of taxesARTICLE IX. After the Expiration Date, assessmentsany remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved of compliance with disbursed by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlyStockholders, but nothing contained 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 this Section 9 connection therewith, the Escrow Agent shall be construed as disburse any remaining Escrow Shares remaining in the Escrow Account to the Exchange Agent for distribution to the Stockholders, with each Stockholder receiving its Pro Rata Share of such Escrow Shares (and any way limiting the rights of Huntington at its option to pay any and all of said items when duedividends, distributions or other income thereon).

Escrow. Borrower(a) Subject to the provisions of Section 2.6(b), in order Buyer as escrow agent shall hold 50% of each Shareholder's pro-rata share of Stock Consideration ("Held Back Shares"), with executed stock transfer forms to more fully protect the security hold and dispose of the Mortgage, does hereby covenant Held Back Shares in escrow for Buyer and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, Shareholders until the Indebtedness is fully paid, a sum equal Held Back Shares are to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by released pursuant to the terms hereof. Huntington shall hold The Held Back Shares deposited by Shareholders pursuant hereto shall, until released to Buyer or the Shareholders pursuant to the terms hereof, remain registered in the name of such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsShareholders, and insurance premiums when due. Borrower agrees that sufficient funds such Shareholders shall be so accumulated entitled to vote the same and Buyer will take all reasonable steps to allow and facilitate the exercise of such rights. Except for the payment of said charges one (1) month prior tax-free dividends paid in stock declared with respect to the due date thereof and that Borrower Held Back Shares pursuant to Section 305(a) of the Code, the Shareholders shall furnish Huntington with proper statements covering be entitled to receive any cash dividends, dividends payable in securities or distributions of any kind made in respect of the same fifteen (15) days prior to the due dates thereofHeld Back Shares. In the event of foreclosure any meeting of Stockholders of Buyer during the period in which the Held Back Shares are held by Buyer pursuant hereto, Buyer shall send to each Shareholder promptly copies of any notices, proxies and proxy material in connection with such meeting. If there is no dispute pending on the one-year anniversary ("First Anniversary") of the MortgageClosing between Buyer and Shareholders with regard to any Claim, all Held Back Shares will be released from escrow by Buyer to the Shareholders. (b) If at any time prior to the First Anniversary any Claim shall have been settled by written agreement of the parties hereto or if Huntington should take adjudged due by a deed court of competent jurisdiction from which there is no right of appeal or such right is either time barred or waived by the Shareholders, then in lieu satisfaction or part satisfaction of foreclosureany Claim, any or all of the Shareholders may elect at any time prior to the First Anniversary to surrender all or part of their Held-Back Shares being valued at the market stock price on the day preceding such election, and in the event of such election, no lock-in or other agreement between the parties hereto, to retain any of the Held-Back Shares for any period of time whether contained under this Agreement or under any other agreement between the parties shall apply to such amount of stock as is used in settlement of the Claim. Any surrender of shares under this clause shall be effected on a pro-rata basis, and any shares not required to be surrendered under this clause shall be delivered to the Shareholders on the First Anniversary. (c) If there is a dispute pending on the First Anniversary between Buyer and Shareholders with regard to any disputed Claim the Buyer, as the escrow agent shall have the right to withhold, such number of Held Back Shares valued at the market stock price on the preceding day which is considered by the Buyer to have the value equivalent to the amount so accumulated of the Claim and any legal and other associated costs until such dispute is settled by written agreement of the parties hereto or adjudged due by a court of competent jurisdiction from which there is no right of appeal, and any Held Back Shares which do not relate to the disputed amount shall be credited released to the Shareholders on account the First Anniversary. In no event shall any Held Back Shares be released from escrow by Buyer in settlement of any disputed Claim alleged to be due unless and until such dispute is settled by written agreement of the unpaid principal parties hereto or interest. If the total adjudged due by a Court of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments competent jurisdiction from which there is no right of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueappeal.

Escrow. Borrower(a) At the Effective Time, a portion of the Merger Consideration in an amount equal to 10% of the Base Consideration (consisting, more specifically, of 10% of the shares of WFBI Common Stock that comprise the Base Consideration (the “Escrow Shares”), together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 2.2(e), and 10% of the cash that comprises the Base Consideration (the “Escrow Cash”), and together with the Escrow Shares, the “Indemnity Escrow Amount”, and together with interest and earnings thereon, the “Escrow Fund”) shall be deposited into escrow with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), as security for the indemnification obligations of the holders of FP Holding Common Stock (other than holders of Dissenting Shares or Excluded Shares), FP Warrants and FP Director Options (each, an “FP Indemnity Securityholder”) and to make the payments contemplated by Section 6.12. A pro rata portion (the “Pro Rata Share”) of the Indemnity Escrow Amount shall be allocated to each FP Indemnity Securityholder, with such allocation comprising either (i) a pro rata portion of the Escrow Cash or (ii) a pro rata portion of the Escrow Shares (together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 2.2(e)), as would be payable to each FP Indemnity Securityholder pursuant to Section 2.2 of this Agreement. The portion of the Indemnity Escrow Amount attributable to each FP Indemnity Securityholder shall be withheld from the portion of the Merger Consideration payable to the FP Indemnity Securityholders at the Effective Time pursuant to Sections 2.2 and 2.3. (b) In the event that there is a distribution of a portion of the Indemnity Escrow Amount to WFBI pursuant to Section 6.12, then the amount of such distribution shall be allocated in the form of Escrow Cash and Escrow Shares (together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 2.2(e)) in the same proportion as the Escrow Cash and Escrow Shares were deposited with respect to each FP Indemnity Securityholder, in order to more fully protect proportionately reduce the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail Pro Rata Share allocated to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueFP Indemnity Securityholder.

Escrow. BorrowerThe Escrow Agent shall, from the escrowed amount described in paragraph 4(c) of this Agreement, remit to or on behalf of Nocopi the sum of $50,000 from the escrowed amount on March 1, 2004, $50,000 on March 1, 2005, $50,000 on March 1, 2006 and $50,000 on March 1, 2007 (the "Payment Dates") unless, prior to any such Payment Date, the Escrow Agent receives evidence reasonably satisfactory to him that an action has been commenced by Euro against Nocopi in a court of competent jurisdiction which contains an allegation that Nocopi has committed an unremedied material breach of this Agreement or the Amended and Restated License Agreement and seeks an order of such court effectively restricting the Escrow Agent from remitting escrowed funds to Nocopi (a "Restraining Order"), in order to more fully protect which case the security Escrow Agent shall retain the then escrowed funds in escrow until (a) receipt of written consent from Euro or its designee that a payment may be made, or (b) receipt of a final decision or award of such court authorizing or effectively permitting the disposition of the Mortgage, does hereby covenant and agree thatbalance of the escrowed funds. Notwithstanding the foregoing, if Borrower shall fail to timely pay taxesthe Escrow Agent, assessments or insurance premiums as provided abovehaving received reasonable evidence of the commencement of such action, has not received, within sixty (60) days following a Payment Date, either (i) the Restraining Order, or (ii) Euro's legally enforceable written undertaking to pay to Nocopi, in the event of any other default and Huntington does not then elect that it is determined to exercise its other remediesbe entitled to the escrowed funds, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, such funds together with interest thereon until the Indebtedness is fully paid, at a rate per annum of twelve percent (12%), then, in such event, the Escrow Agent shall remit the sum equal then due to one-twelfth (1/12) Nocopi. Nothing herein contained shall be construed as limiting the amount of the known damages or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments other relief which may be mingled with its general fundsavailable by reason of any breach or default. (i) The duties of the Escrow Agent are only as herein specifically described, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsare purely ministerial in nature, and insurance premiums when due. Borrower agrees that sufficient funds the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith and the Escrow Agent is hereby released from any act done or omitted to be done in good faith in the performance of his duties (except for willful misconduct or gross negligence); the Escrow Agent shall be so accumulated for entitled to rely upon any document, instrument or signature believed by him to be genuine; the payment Escrow Agent may assume that any person purporting to give any notice of said charges one instructions in accordance with the provisions hereof has been duly authorized to do so; the Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by each of the parties hereto. (1ii) month prior The parties shall, jointly and severally, reimburse, indemnify the Escrow Agent for, and hold him harmless against, any and all loss, liability, costs or expenses, including reasonable attorneys's fees and disbursements, incurred without gross negligence or willful misconduct (or lack of good faith) on the part of the Escrow Agent, arising out of or in connection with any dispute among the parties pertaining to the due date thereof escrow fund and that Borrower the distribution thereof, including but not limited to any action or proceeding in connection therewith. (iii) The Escrow Agent shall furnish Huntington with proper statements covering not have any liability or obligation for loss of all or any portion of the same fifteen (15) days prior proceeds being held in escrow by reason of the insolvency of failure to the due dates thereofinstitution or depository with whom the escrow is maintained. In The escrow shall be maintained in an XXXX account regularly maintained by the event Escrow Agent with Chase Manhattan Bank or in an interest bearing account or Certificate(s) of foreclosure Deposit issued by such bank. Any interest earned on the escrow fund shall be the property of the MortgageEscrow Agent as partial compensation to him. (iv) The Escrow Agent has executed this Agreement solely to confirm that the Escrow Agent shall act in such capacity and will hold the escrowed amount, or if Huntington should take a deed as and when received, in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient escrow pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. Borrower(a) At the Closing, in order Parent shall hold back and retain from any payments to more fully protect be made to the security Company Securityholders, pursuant to Section 2.8(a), Section 2.8(b) and Section 2.12, an aggregate amount equal to $2,550,000 (the “Escrow Amount”) as a source for effecting the payment and discharge of any indemnification obligations of the MortgageCompany Securityholders to the Buyer Indemnified Parties as set forth in Section 8.1 hereof. The Escrow Amount shall be deposited into an escrow account, does hereby covenant and agree thatshall be payable, if Borrower less any pending or paid indemnification claims asserted pursuant to Section 8.6 on or prior to such date, on the Release Date pursuant to the terms of an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall fail be entered into on the Closing Date among Parent, the Stockholders’ Representative and an escrow agent to timely pay taxes, assessments or insurance premiums as provided above, or be mutually agreed upon between Parent and the Stockholders’ Representative (the “Escrow Agent”) and (y) shall be substantially in the event form of any Exhibit E attached hereto. (b) The adoption of this Agreement and the approval of the Merger by the Company Securityholders shall constitute approval of the Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow. (c) Each Company Securityholder shall share pro rata in the Escrow Amount as set forth in this Section 2.9(c). Each Closing Payment to be made to the Common Securityholders (other default than with respect to Dissenting Shares) pursuant to Section 2.8(a), and Huntington does not then elect each payment of Option Consideration to exercise its other remediesbe made to the Option Holders pursuant to Section 2.12(a), then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum shall be reduced by an amount equal to one-twelfth the product of (1/12i) the number of shares of Common Stock and/or the known or estimated yearly taxes, assessments, premiums for number of shares of Common Stock underlying the Options held by such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month holder immediately prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering Effective Time multiplied by (ii) the same fifteen Escrow Amount multiplied by (15iii) days the Common Escrow Percentage, divided by the sum of the aggregate number of shares of Common Stock outstanding immediately prior to the due dates thereofEffective Time and the aggregate number of shares of Common Stock underlying the Options outstanding immediately prior to the Effective Time (including any shares of Common Stock issuable upon the exercise of Options exercised immediately prior to the Closing or Preferred Stock converted immediately prior to the Closing). In Each Closing Payment to be made to the event Preferred Stockholders (other than with respect to Dissenting Shares) pursuant to Section 2.8(b) shall be reduced by an amount equal to the product of foreclosure (i) the number of shares of Preferred Stock held by such holder immediately prior to the Effective Time multiplied by (ii) the Escrow Amount multiplied by (iii) the Preferred Escrow Percentage, divided by the aggregate number of shares of Preferred Stock outstanding immediately prior to the Effective Time. (d) Each disbursement of the Mortgage, or if Huntington should take a deed Escrow Amount to Company Securityholders pursuant to the terms of the Escrow Agreement shall be paid (i) to each Common Securityholder (other than with respect to Dissenting Shares) in lieu an amount equal to the product of foreclosure, (A) the number of shares of Common Stock and/or the number of shares of Common Stock underlying the Options held by such holder immediately prior to the Effective Time multiplied by (B) the amount so accumulated shall be credited on account of such disbursement multiplied by (C) the Common Escrow Percentage, divided by the sum of the unpaid principal aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time and the aggregate number of shares of Common Stock underlying the Options outstanding immediately prior to the Effective Time (including any shares of Common Stock issuable upon the exercise of Options exercised immediately prior to the Closing or interest. If Preferred Stock converted immediately prior to the total Closing), and (ii) to each Preferred Stockholder (other than with respect to Dissenting Shares) in an amount equal to the product of (A) the monthly payments as made under this Section 9 shall exceed number of shares of Preferred Stock held by such holder immediately prior to the payments actually made Effective Time multiplied by Huntington, such excess shall be credited on subsequent monthly payments of (B) the same nature, but if the total amount of such monthly payments so made under this Section 9 shall be insufficient to pay such taxesdisbursement multiplied by (C) the Preferred Escrow Percentage, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured divided by the Mortgage. To the extent that all the provisions aggregate number of this Section 9 for such payments shares of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as Preferred Stock outstanding immediately prior to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEffective Time.

Escrow. Borrower15.1 At Completion, the Purchaser, the Seller and the Escrow Account Holding Bank shall enter into the Escrow Agreement and, in order accordance with the provisions of clause 14.2(B), the Purchaser shall pay, or procure the payment of, an amount equal to more fully protect the security ten per cent (10%) of the MortgageCash Consideration (excluding any amount in respect of VAT) in cleared funds into the Escrow Account, does hereby covenant to be held in accordance with the terms of this clause 15 and the Escrow Agreement. 15.2 Without prejudice to the terms of any Instruction Letter, the parties agree that: (A) any interest earned on the balance of the Escrow Account shall be credited to the balance of the Escrow Account; (B) without prejudice to the terms of the Charge over the Escrow Account, the Seller is entitled at all times to the full beneficial interest in the credit balance (including such part of the credit balance as represents interest) of the Escrow Account; and (C) the Escrow Account Holding Bank shall charge any fees, charges, costs and expenses in connection with the arrangements under this clause 15 against any interest earned on the balance of the Escrow Account. 15.3 The Seller shall, and shall procure that the Escrow Account Holding Bank shall (save to the extent created pursuant to the Charge over Escrow Account): (A) not create or have outstanding any security interest over all or any part of the Seller’s interest in the Escrow Account; (B) not transfer, assign or otherwise dispose of all or any part of the Seller’s interest in the Escrow Account; and [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (C) ensure that the Seller’s interest is and remains free from any other Encumbrance, right of set-off or counterclaim. 15.4 No payment shall be made out of the Escrow Account other than in accordance with the provisions of this clause 15. All payments out of the Escrow Account shall be made without deduction or withholding unless such deduction or withholding is required by Law. 15.5 Each of the parties agrees to deliver such Instruction Letters to the Escrow Account Holding Bank, and to take such other actions, as may be necessary to enable and instruct the Escrow Account Holding Bank to deal with the Escrow Account in accordance with the provisions of this clause 15. 15.6 Within five (5) Business Days after the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim, or five (5) Business Days before amounts become due and payable in accordance with clause 10 of the Tax Covenant, the Seller and the Purchaser shall execute and issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank) an amount equal to the Amount Payable with respect to such Settled Indemnity Claim or Determined Indemnity Claim or the amounts due and payable in accordance with clause 10 of the Tax Covenant (or, if Borrower shall fail the amount standing to timely pay taxesthe credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable in accordance with clause 10 of the Tax Covenant in full, assessments or insurance premiums as provided abovethe amount standing to the credit of the Escrow Account). 15.7 Subject to sub-clauses 15.8 and 15.9, or if there is any amount remaining in the event of any Escrow Account following the date which is thirty six (36) months after the Completion Date after retaining an amount equal to the Escrow Indemnity Claim Value (as defined in sub-clause 15.8), the Seller and the Purchaser shall issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit such remaining amount to the Seller’s Bank Account (or to such other default and Huntington does not then elect bank account or accounts as the Seller may nominate from time to exercise its other remediestime in writing to the Escrow Account Holding Bank). 15.8 Subject to sub-clause 15.9, then Borrower shallif, upon request of Huntington, pay to Huntington on the first day date which is thirty six (36) months after the Completion Date, there are any Indemnity Claims or claims under the Tax Covenant which have been notified to the Seller but which have not become Settled Indemnity Claims or Determined Indemnity Claims or due and payable under clause 10 of each monththe Tax Covenant (such Indemnity Claims and claims under the Tax Covenant being “Escrow Indemnity Claims”), until the Indebtedness is fully paid, Escrow Account shall remain open and a sum equal to one-twelfth the aggregate value of such Escrow Indemnity Claims in the amount notified in writing to the Seller by the Purchaser (1/12the “Escrow Indemnity Claim Value”) or, if the balance of the known Escrow Account is less than such aggregate value of such Escrow Indemnity Claims, the whole of the amount in the Escrow Account, shall remain in the Escrow Account and be dealt with in accordance with this clause 15 (the “Extended Retention”). 15.9 Upon any Escrow Indemnity Claim becoming a Determined Indemnity Claim or estimated yearly taxesa Settled Indemnity Claim or due and payable under clause 10 of the Tax Covenant after the date which is thirty six (36) months after the Completion Date, assessments, premiums for such insurance as may be required by the terms hereof. Huntington Seller and the Purchaser shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, execute and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior issue an Instruction Letter to the due date thereof Escrow Account Holding Bank as soon as reasonably practicable instructing it to remit: [***] Information has been omitted and that Borrower shall furnish Huntington filed separately with proper statements covering the same fifteen (15) days prior Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (A) an amount equal to the Amount Payable in respect of that claim or the amount due dates thereof. In the event of foreclosure and payable under clause 10 of the MortgageTax Covenant (or, if the amount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or if Huntington should take a deed the amount due and payable under clause 10 of the Tax Covenant in lieu of foreclosurefull, the amount so accumulated shall be credited on standing to the credit of the Escrow Account) to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank); and (B) the balance standing to the credit of the Escrow Account (if any), after taking full account of any other Escrow Indemnity Claims in respect of which the unpaid principal Extended Retention is still to apply (if any), to the Seller’s Bank Account (or interest. If to such other bank account or accounts as the total Seller may nominate from time to time in writing to the Escrow Account Holding Bank), in each case within five (5) Business Days after the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim or five (5) Business Days before amounts become due and payable in accordance with clause 10 of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueTax Covenant.

Escrow. Borrower(a) Buyer hereby delivers to the Escrow Agent a certificate in the name of the Escrow Agent representing ______ shares of Buyer Common Stock (the "Escrow Shares") pursuant to Section 2.10 of the Merger Agreement, the receipt of which the Escrow Agent hereby acknowledges. Buyer may deposit additional shares of Buyer Common Stock with the Escrow Agent as provided in Section 1(f) hereof. The entitlement of the Shareholders to the Escrow Shares shall be in proportion to their respective percentages set forth opposite their names on Schedule A attached hereto (the "Allocable Percentages"). The Escrow Shares shall be deposited in an account established at the Escrow Agent for receipt of such Escrow Shares (the "Escrow Account") and shall be held in such Escrow Account and distributed in accordance with the terms and provisions of this Escrow Agreement. (b) Any securities, non-cash dividends or other property distributable in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be delivered to the Escrow Agent, who shall hold such securities, non-cash dividends or other property in the Escrow Account. Such securities shall be issued in the name of the Escrow Agent or its nominee and all such securities, cash dividends or other property shall be considered part of the Escrow Account for purposes hereof. (c) The Shareholders' Representative shall have the right, in order its sole discretion, on behalf of, and as directed by, the Shareholders, to more fully protect direct the security Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote the Escrow Shares allocated to the Shareholder from whom written instructions have not been received. (d) The respective interests of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or Shareholders in the event Escrow Account shall not be assignable or transferable, other than by operation of law. Notice of any other default such assignment or transfer by operation of law shall be given to the Escrow Agent and Huntington does not then elect Buyer, and no such assignment or transfer shall be valid until such notice is given. (e) Should any Shareholder desire to exercise sell any of the Escrow Shares prior to the Anniversary Date but after the Escrow Shares have been registered pursuant to Section 7.10 of the Merger Agreement, the Shareholders' Representative shall so notify Buyer in writing, specifying the number of Escrow Shares requested to be sold. Buyer shall have the right, in its other remediessole discretion, then Borrower shallto present the notice to the Escrow Agent, upon request and to (i) direct the Escrow Agent to sell the number of Huntington, pay the Escrow Shares specified in the notice (all parties acknowledging that Buyer shall be disinclined to Huntington on direct the first day sale of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth more than ten percent (1/1210%) of the known or estimated yearly taxestotal number of Escrow Shares during any calendar week) and (ii) deposit the proceeds of such sale into the Escrow Account. (f) If, assessmentson the Anniversary Date, premiums Buyer is required to issue Additional Shares to the Shareholders pursuant to Section 2.08(a) of the Merger Agreement, a certificate in the name of the Escrow Agent representing such Additional Shares shall be delivered to the Escrow Agent for deposit into the Escrow Account within twenty (20) Business Days of the Anniversary Date. Such Additional Shares shall be treated as Escrow Shares for all purposes of this Escrow Agreement. (g) If on the Anniversary Date the Shareholders are required to return to Buyer shares of Buyer Common Stock pursuant to Section 2.08(b) of the Merger Agreement, Buyer and the Shareholders' Representative shall give joint written notice of such insurance as may event to the Escrow Agent within twenty (20) Business Days of the Anniversary Date. Such written notice shall include the number of Escrow Shares to be required by returned to Buyer pursuant to Section 2.08(b) of the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsMerger Agreement (the "Returned Shares"), and insurance premiums when due. Borrower agrees that sufficient funds the Escrow Agent shall be so accumulated for release the payment of said charges one (1) month prior Returned Shares to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure Buyer out of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total Escrow Account promptly upon receipt of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duewritten notice.

Escrow. BorrowerAt the Closing, Purchaser shall, in order addition to more fully protect any other reductions to the security Purchase Price paid at Closing to be made pursuant to this Article II, if any, withhold Fifteen Million Dollars ($15,000,000) (the “Escrow Amount”) from the Purchase Price paid at Closing, which Escrow Amount shall be delivered to the Escrow Agent for deposit into a separate escrow account (the “Escrow Account”). The Escrow Amount shall be held pursuant to the provisions of Escrow Agreement. The Escrow Amount will be available to compensate Purchaser for Losses as provided in Article X, subject to the terms, conditions and limitations in the Escrow Agreement. On the six (6)-month anniversary of the MortgageClosing Date, does hereby covenant and agree Seven Million Five-Hundred Thousand Dollars ($7,500,000) (or such lesser amount then remaining in the Escrow Account) shall be released from the Escrow Account to Seller, provided that, if Borrower shall fail any good faith claims for indemnification by Purchaser have been made pursuant to timely pay taxes, assessments or insurance premiums as provided above, or this Agreement and remain unresolved at such time and an amount equal to such unresolved good faith claims would not remain in the event of any other default and Huntington does not then elect to exercise its other remediesEscrow Account following such release from the Escrow Account, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum an amount equal to onesuch good faith claims shall remain in the Escrow Account and all other amounts in the Escrow Account at such time, up to a maximum of Seven Million Five-twelfth Hundred Thousand Dollars (1/12) $7,500,000), shall be released from the Escrow Account to Seller. On the one (1)-year anniversary of the known or estimated yearly taxesClosing Date, assessments, premiums for such insurance as may be required by all amounts then remaining in the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Escrow Account shall be so accumulated released from the Escrow Account to Seller, provided that, if any good faith claims for indemnification by Purchaser have been made pursuant to this Agreement and remain unresolved at such time, an amount equal to such good faith claims shall remain in the payment of said charges one (1) month prior to Escrow Account and all other amounts in the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Escrow Account at such time shall be credited on account of released from the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.Escrow Account to

Escrow. Borrower(a) Prior to the Closing, in order to more fully protect the security of Seller Representative and the Mortgage, does hereby covenant and agree that, if Borrower Purchaser shall fail to timely pay taxes, assessments or insurance premiums as provided above, or enter into an Escrow Agreement with the Escrow Agent substantially in the event of form attached hereto as Exhibit A, subject to any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance changes as may be required by the Escrow Agent and as shall be reasonably acceptable to the Purchaser and the Seller Representative (the “Escrow Agreement”). At the Closing, (i) the Purchaser shall deposit Ten Million United States Dollars ($10,000,000) (the “Indemnity Escrow Amount”) with the Escrow Agent in accordance with Section 2.7 (Transactions to Be Effected at Closing) to be held in an escrow account by the Escrow Agent for the purpose of securing the indemnification obligations of the Seller set forth in Article IX (the “Indemnity Escrow Account”) and (ii) the Purchaser shall deposit Seventy-Five Million United States Dollars ($75,000,000) (the “Adjustment Escrow Amount” and, together with the Indemnity Escrow Amount, the “Escrow Amounts”) with the Escrow Agent in accordance with Section 2.7 (Transactions to Be Effected at Closing) to be held in an escrow account by the Escrow Agent for the purpose of securing the payment obligations of the Seller Representative (if any) with respect to any post-closing adjustments as set forth in Section 2.8 (Post-Closing Adjustment) (the “Adjustment Escrow Account” and, together with the Indemnity Escrow Account, the “Escrow Accounts”). The Escrowed Cash shall be held by the Escrow Agent pursuant to the terms hereofof the Escrow Agreement. Huntington The Escrowed Cash shall hold such monthly payments which may be mingled with its general fundsheld as a trust fund and shall not be subject to any lien, without obligation to pay interest thereonattachment, unless otherwise required by applicable law, to pay such taxes, assessmentstrustee process or any other judicial process of any creditor of any party, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated held and disbursed solely for the payment purposes and in accordance with the terms of said charges one this Agreement and the Escrow Agreement. (1b) month prior Except as otherwise provided in this Agreement and the Escrow Agreement, the Escrowed Cash with respect to the due date thereof Indemnity Escrow Account (other than any amounts in respect of the Indemnity Escrow Account to be distributed to the Purchaser pursuant to Section 2.4(c)) shall be released to the Seller on the first anniversary of the Closing Date, and in accordance with the terms of the Escrow Agreement. Except as otherwise provided in this Agreement and the Escrow Agreement, the Escrowed Cash with respect to the Adjustment Escrow Account (other than any amounts in respect of the Adjustment Escrow Account to be distributed to the Purchaser pursuant to Section 2.4(c)) shall be released to the Seller in accordance with Section 2.8 (Post-Closing Adjustment), and in accordance with the terms of the Escrow Agreement. (c) The parties hereto agree that, for Tax reporting purposes, the Purchaser shall be deemed to be the owner of the Escrowed Cash, as reduced from time to time by the amount of funds distributed from the Escrow Accounts in accordance with this Agreement and the Escrow Agreement, and that Borrower shall furnish Huntington with proper statements covering all interest on or other taxable income, if any, earned from the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure investment of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Escrowed Cash pursuant to this Agreement shall be credited treated for Tax purposes as earned by the Purchaser until the Escrowed Cash is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto agree that an amount equal to 40% of any and all interest, gains and other distributions and income earned on the Escrow Accounts shall be solely for the account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, Purchaser (and all such excess amounts shall be credited on subsequent monthly payments of distributed to Purchaser from the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Escrow Accounts in accordance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement).

Escrow. BorrowerA. The Downpayment shall be held by Escrow Agent, counsel to Seller, upon the following terms and conditions: (i) Escrow Agent shall deposit the Down payment in a savings account bearing interest with JPMorganChase Bank, or invest such proceeds in a government insured deposit account, or after due regard for the Closing Date, in order short term government securities or certificates of deposit. At the time that the Downpayment is delivered to more fully protect a bank or other institution in accordance with this clause (i), for tax purposes, Escrow Agent shall notify such bank or other institution, as the security case may be, of Seller's and Purchaser's respective tax identification numbers, as set forth in this Agreement. At the time Escrow Agent delivers the Downpayment together with the accrued interest thereon in accordance with this Section 15, Escrow Agent shall direct each bank and other institution which has held the Downpayment, as the case may be, to (a) credit for tax purposes the interest accrued on the Downpayment to Seller or Purchaser or both, as the case may be, in proportion to the amount of the Mortgageinterest each receives in accordance with this Section 15 and (b) prepare and deliver any tax forms prepared by such bank or other institution, does hereby covenant as the case may be, accordingly. In the event that the Downpayment has not been delivered by Escrow Agent pursuant to this Agreement prior to the preparation of any such tax forms, Escrow Agent shall direct each bank and agree thatother institution that has held the Down payment, as the case may be, to credit for tax purposes the interest accrued on the Downpayment to Seller and to prepare any tax forms accordingly; provided, however, if Borrower after the Closing or earlier termination of this Agreement any such tax forms prepared and delivered do not accurately reflect the distribution of the Downpayment among Seller and Purchaser, Escrow Agent shall fail direct each bank and other institution that has held the Down payment, as the case may be, to timely amend, correct and reissue such tax forms to accurately reflect the distribution of the Downpayment. (ii) Escrow Agent shall deliver to Seller the Downpayment (together with all interest thereon, if any) at and upon the Closing. (iii) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party's obligations hereunder, Escrow Agent shall pay taxesthe Downpayment (together with all interest thereon, assessments if any) to Seller or insurance premiums Purchaser, as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) the duties of Escrow Agent are only as specifically provided in this Section 15, and, except for the provisions of subsection C of this Section 15, are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence, as long as Escrow Agent has acted in good faith; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any check for the Downpayment; (iii) in the performance of Escrow Agent's duties under this Agreement, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by Escrow Agent to be genuine and signed by either of the other parties or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions of this Agreement has been duly authorized to do so, provided (a) such instructions come from Seller or Purchaser or their respective attorneys, and (b) unless such instructions are joint instructions, Escrow Agent gives at least ten (10) business days' prior notice to the party who did not execute such notice of instructions of its intention to act on such instructions prior to doing so (and Escrow Agent shall not release the Downpayment pursuant to any such instructions if such party who did not execute such notice of instructions, within said ten (10) business days, gives Escrow Agent instructions not to release the Downpayment); (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) except as provided abovein subsection C of this Section 15, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold Escrow Agent harmless against, any and all loss, liability, costs or expenses in connection herewith, including, without limitation, reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with Escrow Agent's acceptance of, or the performance of Escrow Agent's duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; and (vii) Seller and Purchaser each hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of Escrow Agent's duties under this Agreement. C. Subject to the terms hereof, Escrow Agent is acting as a stakeholder only with respect to the Downpayment (and the interest earned thereon), as the case may be. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Down payment (and the interest earned thereon), or as to whom the Downpayment (and the interest earned thereon) is to be delivered, then Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent shall hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Downpayment (and the interest earned thereon), as the case may be, or in the event absence of any other default such authorization Escrow Agent shall hold the Downpayment (and Huntington does not then elect to exercise its other remediesthe interest earned thereon), then Borrower shall, upon request of Huntington, pay to Huntington on as the first day of each monthcase may be, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) final determination of the known rights of the parties in an appropriate proceeding. If such written authorization is not given, or estimated yearly taxes, assessments, premiums proceedings for such insurance determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Downpayment (and the interest earned thereon), as the case may be, in court pending such determination. Escrow Agent shall be required reimbursed for all costs and expenses of the aforesaid action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the terms hereof. Huntington shall hold such monthly payments which may party determined not to be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior entitled to the due date thereof Downpayment (and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to interest earned thereon), as the due dates thereof. In the event of foreclosure of the Mortgagecase may be, or if Huntington should take a deed in lieu the proceeds of foreclosurethe Downpayment (and the interest earned thereon), as the case may be, is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, based upon the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total proceeds of the monthly payments Downpayment (and the interest earned thereon), as made under this Section 9 shall exceed the payments actually made case may be, received by Huntington, such excess shall be credited on subsequent monthly payments each. Upon making delivery of the same natureproceeds of the Downpayment (and the interest earned thereon), but if as the total of such monthly payments so made under case may be, in the manner provided in this Section 9 Agreement, Escrow Agent shall be insufficient have no further liability hereunder. D. Escrow Agent has executed this Agreement solely to pay such taxes, assessments, confirm that Escrow Agent has received the Down payment and insurance premiums then due, then said Borrower shall pay upon demand hold the amount necessary Down payment (and the interest earned thereon) pursuant to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, Agreement. E. Escrow Agent shall have the right to represent Seller in any dispute between Seller and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Purchaser with the covenants contained in Sections 7 and 8 herein as respect to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting Downpayment (and the rights of Huntington at its option to pay any and all of said items when dueinterest earned thereon) or otherwise.

Escrow. BorrowerAt the Effective Time, in order Acquiror shall withhold the Escrow Shares from the shares of Acquiror Common Stock issuable to more fully protect the security Bonus Plan Participants and issuable pursuant to Section 2.2(b) to the Company Shareholders as of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month immediately prior to the due date thereof Effective Time (other than holders of solely shares of Company Capital Stock which constitute and that Borrower shall furnish Huntington remain Dissenting Shares) (“Effective Time Holders”), on a pro rata basis (based upon the sum of (i) the number of shares of Acquiror Common Stock each such Effective Time Holder is entitled to receive pursuant to Section 2.2(b) (if applicable) with proper statements covering respect to its shares of Company Capital Stock (other than Dissenting Shares) and (ii) the same fifteen number of shares each such Effective Time Holder is entitled to receive as a Bonus Plan Participant (15if applicable) days prior relative to the due dates thereofsum of (i) number of shares of Acquiror Common Stock that all such Effective Time Holders are entitled to receive pursuant to Section 2.2(b) with respect to their shares of Company Capital Stock (other than Dissenting Shares), and Company Warrants and (ii) the number of shares all such Effective Time Holders are entitled to receive as Bonus Plan Participants) (“Pro Rata Share”). In Prior to the event of foreclosure of the MortgageClosing, or if Huntington should take a deed in lieu of foreclosureAcquiror, the amount so accumulated Representative and U.S. Bank National Association (the “Escrow Agent”) shall enter into an escrow agreement substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). Within five business days after the Closing Date, Acquiror shall cause the Escrow Shares to be deposited with the Escrow Agent. The payment of any Escrow Shares in satisfaction of any indemnification obligations under ARTICLE 12 shall be credited on account of made, with respect to each Effective Time Holder, first with Escrow Shares that are not then unvested and then, if such shares are insufficient to satisfy such indemnification obligation and only to the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total extent of such monthly payments so insufficiency, shall such payment be made with Unvested Shares. Acquiror shall hold the Escrow Shares as security for the Effective Time Holders’ indemnification obligations for Damages under this Section 9 shall be insufficient to pay such taxesARTICLE 12. Notwithstanding the foregoing, assessmentsthat for the ease of administration, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as those Bonus Plan Escrow Shares allocable to the amounts paid only, but nothing contained in this Section 9 shall Bonus Plan Participants (other than those Bonus Plan Escrow Shares allocable to Mx. Xxxxxx Xxxxxx) will be construed as in any way limiting distributed to such Bonus Plan Participants (other than Mx. Xxxxxx Xxxxxx) on the rights of Huntington at its option to pay any and all of said items when dueBonus Plan Consideration Delivery Date.

Escrow. BorrowerAt Closing, in order to more fully protect Ecotality Stock (the security “Closing Stock”) having an aggregate value (determined as of the MortgageClosing Date) equal to fifty percent (50%) of the Purchase Price, does hereby covenant as adjusted pursuant to Section 3.4 (the “Escrow Amount”) 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 agree thatprovided 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 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 shortfall. The Escrow Agent shall hold the Escrow Amount for the purpose of satisfying any indemnification obligation of the Vendor under this Agreement; and disbursement of any portion of the Escrow Amount to the Vendor or the Purchaser shall be in accordance with the terms of the Escrow Agreement. If prior to the True-up Date any of the Closing Stock is to be released from escrow to satisfy an indemnification obligation or other payment required to be made by the Vendor to the Purchaser in accordance with 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 Borrower shall fail to timely pay taxesat all, assessments or insurance premiums that the aggregate value (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, or in if applicable) exceeds the event of any other default and Huntington does not aggregate full amount claimed under all then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums unresolved written Purchaser claims for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments indemnification which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month were made prior to the due date thereof and that Borrower first anniversary of the Closing Date. The Escrow Agreement shall furnish Huntington also apply with proper statements covering the same fifteen (15) days prior respect to the due dates thereof. In transactions under the event Edison Source SPA and distributions of foreclosure all or part of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Escrow Amount shall be credited dependent on account the status of claims both under this Agreement and under the Edison Source SPA. Any balance remaining in escrow after the True-up Date shall be released after the determination of the unpaid principal or interestclaims then subject to indemnification. If The Escrow Amount shall be the total first, but shall not be sole and exclusive, remedy of the monthly payments as made under this Section 9 shall exceed Purchaser with respect to the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments indemnity obligations of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueVendor.

Escrow. BorrowerThe Shares shall be deposited by the Participant in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company or its designee, in order to more fully protect as escrow agent (the security “Escrow Agent”). Upon vesting of the MortgageShares, does hereby covenant the Escrow Agent shall release or electronically transfer to the Participant, upon request, those Shares, which have vested (other than any withheld by the Company pursuant to Section 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Participant and agree thatto the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Participant and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, if Borrower including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall fail terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to timely pay waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Participant, the Escrow Agent shall promptly deliver such Shares to the Participant and shall be 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 proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession 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 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 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 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 vesting 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, assessments the Company shall deliver or insurance premiums as provided abovecause to be delivered to the Participant, or in the event case of any other default and Huntington does not then elect to exercise its other remediesthe Participant’s death, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidParticipant’s beneficiary, a sum equal to one-twelfth (1/12) of the known certificate or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated certificates for the payment of said charges one (1) month prior applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interestSection 6 below. If the total of Shares are issued to the monthly payments as made under this Section 9 shall exceed Participant electronically rather than by a stock certificate, the payments actually made by Huntington, such excess legend described above shall be credited on subsequent monthly payments of the same natureremoved, but if may bear such other legends as the total of such monthly payments so made under this Company deems advisable pursuant to Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due6 below.

Escrow. Borrower, in order to more fully protect the security (a) $1,000,000 of the MortgageCash Merger Consideration (the “Escrow Amount”) shall be deposited with Deutsche Bank National Trust Company, does hereby covenant as escrow agent (the “Escrow Agent“), 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, recourse against the Working Capital Escrow Fund (solely in relation to Section 1.7 hereof) and agree thatthe Escrow Fund (solely in relation to Section 1.7 hereof to the extent the Acquiror Excess Payment, if Borrower any, exceeds $100,000 and Article VIII hereof, subject to the limitations set forth in Section 8.4 hereof) shall fail 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 timely pay taxes, assessments or insurance premiums an escrow agreement in substantially the form attached hereto as provided above, Exhibit D or in such form as otherwise mutually agreed upon by the event 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 other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington earnings accrued on the first day of each monthEscrow Amount less any amounts released earlier pursuant to this Agreement or the Escrow Agreement, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may will be required released by the terms hereofEscrow Agent on the date that is 24 months after the Closing Date (the “Escrow Termination Date”) to the Escrow Shareholders. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawNotwithstanding the foregoing, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all any then pending and unresolved claims for indemnification under Section 8.2 exist, that portion of the provisions of this Section 9 for Escrow Amount necessary to satisfy such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower claims shall be relieved of compliance with retained by the covenants contained in Sections 7 and 8 herein as to Escrow Agent until such claims are finally resolved. (c) Claims against the amounts paid only, but nothing contained in this Section 9 Escrow Fund shall be construed as resolved between the Indemnified Parties and the Shareholders Representative in any way limiting the rights of Huntington at its option to pay any and all of said items when duemanner provided in Article VIII hereof.

Escrow. Borrower(a) Prior to or simultaneously with the Closing, the Company and Parent shall enter into an escrow agreement (the "Escrow Agreement") with an ---------------- escrow agent selected by Parent and reasonably acceptable to the Company (the "Escrow Agent") substantially in order the form of Exhibit A hereto. Prior to more fully protect or ------------ --------- simultaneously with the security Closing, each Shareholder shall execute and deliver to Parent a Shareholder Investment Representations and Joinder Agreement under which such Shareholder shall, among other things, agree to be bound by the terms of the MortgageEscrow Agreement and authorize and appoint a Shareholders' Representative to act on his, does hereby covenant and agree thather or its behalf in connection with the Escrow Agreement. Pursuant to the terms of the Escrow Agreement, if Borrower shall fail to timely pay taxesat the Closing, assessments or insurance premiums as provided above, or Parent will deposit in escrow with the event Escrow Agent shares of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on Parent Common Stock having an aggregate value (calculated at the first day of each month, until the Indebtedness is fully paid, a sum Parent Share Value) equal to one-twelfth fifteen percent (1/1215%) of the known or estimated yearly taxes, assessments, premiums for such insurance Merger Consideration (the "Escrow Shares") on a pro rata basis in ------------- accordance with each Shareholder's percentage ownership of Company Common Stock. The shares of Parent Common Stock deposited with the Escrow Agent pursuant to this Section 2.04 are collectively referred to as may be required by the terms hereof"Escrow ------ Fund". Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds The Escrow Fund shall be so accumulated available for the payment purpose of said charges one (1) month prior securing the ---- indemnification obligations of the Shareholders set forth in Article VIII as well as for any adjustment of the Merger Consideration pursuant to the due date thereof and that Borrower shall furnish Huntington Section 2.05 below, with proper statements covering the same fifteen (15) days prior any such claim or adjustment to the due dates thereofbe handled on a pro rata basis. In the event any claim is made by Parent against the Escrow Fund, the Escrow Shares shall be valued at the Parent Share Value. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement for a period ending on the later of foreclosure (i) twelve (12) months following the Closing Date or (ii) March 30, 2003; provided, however, that if an indemnification claim is pending on such -------- ------- date, then the portion of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Escrow Fund subject to said claim shall be credited held by the Escrow Agent until final resolution of such claim. (b) The Shareholders' Representative (as defined below) shall have a right to receive reimbursement from the Escrow Fund for any claims or expenses incurred by the Shareholders' Representative with respect to or on account behalf of the unpaid principal or interest. If Shareholders in connection with his duties as the total of Shareholders' Representative, provided, however, that the monthly payments as made under this Section 9 shall exceed Shareholders' Representative's -------- ------- right to receive reimbursement from the payments actually made by Huntington, such excess Escrow Fund shall be credited on subsequent monthly payments of subject to the same nature, but if the total of such monthly payments so made under conditions and restrictions set forth in this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions subsection (b) of this Section 9 for such payments of taxes, assessments, and insurance premiums 2.04. The Shareholders' Representative's right to Huntington, are complied with, Borrower receive reimbursement from the Escrow Fund shall be relieved of compliance at all times subordinate and subject to Parent's rights with the covenants contained in Sections 7 and 8 herein as respect to the amounts paid only, but nothing contained Escrow Fund as provided in this Section 9 2.04 and in the Escrow Agreement. The Shareholders' Representative shall only be construed entitled to receive reimbursement from that portion of the Escrow Fund that is not used or being used to satisfy or secure any indemnification obligations of the Shareholders set forth in Article VIII or any adjustment of the Merger Consideration. The Shareholders' Representative shall not be entitled to receive any reimbursement from the Escrow Fund until the later of (i) the termination date of the Escrow Fund as in any way limiting defined under the rights Escrow Agreement and (ii) if an indemnification claim is pending on such termination date, then, as to that portion of Huntington at its option the Escrow Fund subject to pay any and all said claim, the date of the final resolution of said items when dueclaim.

Escrow. Borrower(a) Simultaneously with the execution and delivery of this Agreement by an Investor, such Investor shall: (i) promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the "Purchase Price", as set forth on such Investor's signature page and opposite its name on the applicable Schedule I affixed hereto, to be paid to an escrow account of Cerberus Counsel, in order its capacity as escrow agent hereunder, set forth on Schedule II affixed hereto (the aggregate amounts being held in escrow are referred to more fully protect herein as the security of "Escrow Amount"); and (ii) deliver to Cerberus a duly executed counterpart to the MortgageInvestor Rights Agreement. Cerberus Counsel shall hold the Escrow Amount in escrow in accordance with Section 3.1(b). Cerberus Counsel shall invest the Escrow Amount received pursuant to this Section 3.1(a) in accordance with the instructions set forth on Schedule III, does hereby covenant annexed hereto and agree thatmade a part hereof. (b) With respect to each Closing, if Borrower Cerberus Counsel shall fail continue to timely pay taxes, assessments or insurance premiums as provided above, or hold the Escrow Amount in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth escrow (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by invested pursuant to Schedule III) in accordance with and subject to this Agreement, from the terms hereof. Huntington shall hold date of its receipt of the funds constituting the Escrow Amount until the sooner of: (x) the Closing Date to which such monthly payments Escrow Amount applies, in which may be mingled with its general fundscase, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Escrow Amount shall be so accumulated for distributed in accordance with Section 3.3; or (y) the payment of said charges one applicable Escrow Termination Date applicable to such Escrow Amount (1) month prior after taking into account any extensions thereof), in which case the Escrow Amount attributable to such Closing shall be returned to the due date thereof and that Borrower shall furnish Huntington Investors in accordance with proper statements covering the same fifteen (15) days prior their written wire transfer instructions delivered to the due dates thereofCerberus Counsel. In the event case of foreclosure an Escrow Termination Date, if Cerberus Counsel has not received written wire transfer instructions from any Investor before the 30th day after the applicable Escrow Termination Date, then Cerberus Counsel may, in its sole and absolute discretion, either (x) deposit that portion of the MortgageEscrow Amount to be returned to such Investor in a court of competent jurisdiction on written notice to such Investor and Cerberus Counsel shall thereafter have no further liability with respect to such deposited funds, or if Huntington should take (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Investor or an order from a deed court of competent jurisdiction, and in lieu case of foreclosureclauses (x) and (y), the amount so accumulated shall reasonable fees and expenses of Cerberus Counsel may be credited on account deducted from such portion of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Amount.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments (a) At or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof Closing, the Purchaser, the Purchaser Representative, the Seller Representative and that Borrower the Escrow Agent shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure enter into an Escrow Agreement, effective as of the MortgageClosing, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, form and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all substance consistent with the provisions of this Section 9 Agreement and otherwise reasonably acceptable to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent at the Closing five percent (5%) of the Exchange Shares otherwise deliverable to the Sellers at the Closing (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 Shares”), with the Escrow Shares, 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 (“Escrow Account”) and disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow Property shall serve as a source of security for the Sellers’ indemnification obligations after the Closing under Article VII. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such payments Escrow Shares (based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited 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) during the time held in the Escrow Account as Escrow Shares. (b) The Escrow Property shall no longer be subject to any indemnification claim after the date which is twelve (12) months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date (including those that are revised or adjusted in accordance with Article VII after the Expiration Date) that remain unresolved as of taxesthe end of the Expiration Date (“Pending Claims”), assessmentsall 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 VII and the Purchaser Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and insurance premiums not subject to Huntingtonresolved but unpaid claims in favor of an Indemnitee, are complied with, Borrower shall be relieved of compliance with disbursed by the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid onlySellers, but nothing contained with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is forfeited or earned in this Section 9 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 and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall be construed disburse any Escrow Property remaining in the Escrow Account to the Sellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in any way limiting writing by the rights Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of Huntington at its option to pay any and all of said items when duesuch Escrow Property.

Escrow. Borrower15.1. Escrow Agent shall deposit the Deposit in an escrow account in a federally insured institution. 15.2. If the Closing takes place, in order Escrow Agent shall deliver the Downpayment to, or upon the instructions of, Seller at the Closing. 15.3. If Purchaser or Seller terminates this Agreement pursuant to more fully protect the security provisions of Section 9 of this Agreement or if the Closing does not take place under this Agreement by reason of the Mortgagefailure of Purchaser or Seller to comply with Purchaser’s or Seller’s obligations, does hereby covenant and agree thatas applicable, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedieshereunder, then Borrower shall, upon request of Huntington, Escrow Agent shall pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance Downpayment as may be required by the terms hereofof this Agreement, provided, however, that notwithstanding the foregoing, Escrow Agent shall not pay over the Downpayment to any party hereunder unless and until the following procedure is complied with: (a) the party requesting disbursement of the Downpayment (the “Requesting Party”) shall deliver notice to Escrow Agent and the other party hereto requesting such disbursement; (b) within two (2) Business Days after receipt of such notice of request, Escrow Agent shall deliver notice to all other parties hereto stating that the Requesting Party has requested such disbursement (and including a copy of the Requesting Party’s notice); (c) within ten (10) days after receipt of Escrow Agent’s notice, the non- requesting party shall either (i) agree to permit such disbursement by Escrow Agent, or (ii) inform Escrow Agent that the non-requesting party does not agree to permit such disbursement; (d) if the non-requesting party acts under clause (i) of Section 15.3(c), then Escrow Agent shall make the disbursement as requested by the Requesting Party; (e) if the non-requesting party acts under clause (ii) of Section 15.3 (c), then Escrow Agent shall not make any disbursement except as provided in Section 15.5 of this Agreement; and (f) if the non-requesting party fails to respond during the foregoing ten (10) day period, same shall be deemed to be the response of the non-requesting party under clause (i) of Section 15.3(c) on the last day of such ten (10) day period. Huntington Notwithstanding the foregoing to the contrary, if Purchaser terminates this Agreement in accordance with its right to do so pursuant to Section 35, then Escrow Agent shall promptly pay over the Downpayment to Purchaser without first satisfying the procedure set forth above. 15.4. It is agreed that; (a) the duties of Escrow Agent are only as herein specifically provided and are purely ministerial in nature, and Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as Escrow Agent has acted in good faith; (b) in the performance of Escrow Agent’s duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either or both of the parties or their successors; (c) Escrow Agent may assume that any Person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so; (d) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Seller and Purchaser, and to the extent such modification, cancellation or rescission of this Agreement would affect Escrow Agent’s rights or obligations under this Agreement, by Escrow Agent; (e) Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with Escrow Agent’s acceptance of, or the performance of Escrow Agent’s duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; and (f) Seller and Purchaser each hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith without gross negligence or willful misconduct in the performance of Escrow Agent’s duties hereunder. 15.5. Escrow Agent is acting as a stake-holder only with respect to the Downpayment. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Downpayment or as to whom the proceeds of the Downpayment are to be delivered, Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent shall hold the Downpayment until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such monthly payments which may dispute, directing the disposition of the Downpayment, or, in the absence of such authorization, Escrow Agent shall hold the Downpayment, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination have not begun within ninety (90) days after the date Escrow Agent receives written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Downpayment in court, pending such determination. Escrow Agent shall be mingled with its general fundsreimbursed for all costs and expenses of such action or proceeding including, without obligation limitation, reasonable attorneys’ fees and disbursements, by the party determined not to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior entitled to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageDownpayment, or if Huntington should take a deed in lieu the Downpayment is split between the parties hereto, such costs of foreclosureEscrow Agent shall be split, pro rata, between Seller and Purchaser, based upon the amount so accumulated shall be credited on account of Downpayment received by each. Upon making delivery of the unpaid principal or interestDownpayment, in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. 15.6. If the total Escrow Agent has executed this Agreement solely to confirm (i) receipt of the monthly payments as made under this Section 9 shall exceed Deposit and (ii) that Escrow Agent, upon receipt thereof, will hold the payments actually made by HuntingtonDownpayment in escrow, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient pursuant to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. Borrower, in order to more fully protect (a) Upon the security issuance of the MortgageNon-Escrow Shares in accordance with Section 1.10, does hereby covenant Parent shall withhold the Escrow Shares and agree thatdeliver such shares of Parent Common Stock to Wilmington Trust N.A., if Borrower as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under this Agreement, including Section 9 (the “Escrow Fund”). The Escrow Shares shall fail be held pursuant to timely pay taxesthe provisions of an escrow agreement substantially in the form of Exhibit G attached hereto (the “Escrow Agreement”). The Indemnity Escrow Shares will be held by the Escrow Agent until the date that is six (6) months after the Closing Date (the “Escrow Period”); provided, assessments or insurance premiums as provided abovehowever, or that in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Indemnitee has made a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month claim under Section 9 prior to the due date thereof end of the Escrow Period, then, in accordance with and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior subject to the due dates thereof. In the event of foreclosure terms and conditions of the MortgageEscrow Agreement, the Escrow Period shall continue and the Escrow Agent will continue to hold such number of Indemnity Escrow Shares in escrow as is equal to the quotient obtained by dividing (i) any claimed amounts by (ii) the Parent Stock Price, rounded up to the nearest whole share until such claim is fully and finally resolved. The PPP Escrow Shares will be held by the Escrow Agent until the earlier of such time that the PPP Lender (i) delivers written notice to the Company or Parent confirming the forgiveness and termination of the PPP Loan, or if Huntington should take a deed (ii) delivers written notice to the Company or Parent confirming its obligation to repay the PPP Loan. (b) Upon the release of Escrow Shares by the Escrow Agent, Parent shall promptly deliver, or cause to be delivered, to the Stockholders’ Representative (for distribution to the Stockholders) stock certificates representing the Escrow Shares, in lieu the name of foreclosureeach Stockholder, in each case for such number of shares of Parent Common Stock equal to the amount so accumulated shall be credited on account sum of (i) the unpaid principal or interest. If product obtained by multiplying (A) the total Per Share Stock Preference by (B) the Escrow Share Percentage and by (C) such Stockholder’s number of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments shares of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessmentsCompany Preferred Stock, and insurance premiums then due, then said Borrower shall pay upon demand (ii) the amount necessary to make up product obtained by multiplying (A) the deficiency, which payments shall be secured Per Share Stock Participation by (B) the Mortgage. To the extent that all the provisions Escrow Share Percentage and by (C) such Stockholder’s number of this Section 9 for such payments shares of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueCompany Common Stock.

Escrow. BorrowerAt or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event shares of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of Purchaser Common Stock (with each month, until the Indebtedness is fully paid, a sum share valued at $10.00) equal to one-twelfth three percent (1/123%) of the known estimated Stockholder Merger Consideration as set forth in the Estimated Closing Statement (the “Escrow Amount”) (together with any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”) to be held, premiums for such insurance as may 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 1.15 and the Escrow Agreement. The Escrow Property shall be required 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 terms hereofExchange Agent and added to the Reserved Shares. Huntington The Escrow Property shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by applicable lawLaw, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds all distributions made from the Escrow Account shall be so accumulated for treated by the payment of said charges one (1) month prior Parties as an adjustment to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event number of foreclosure shares of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Stockholder Merger Consideration received by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums Company Stockholders pursuant to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueArticle I hereof.

Escrow. BorrowerOn the Closing Date, Buyer shall deposit in order escrow with the Escrow Agent the Escrow Amount, solely for the purpose, and to more fully protect the security extent required, 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 MortgageAcquired Shares, does hereby covenant provided that if such Seller’s obligations exceed at any time the Escrow Amount, Seller will be liable for any difference. The Escrow Amount shall be held by the Escrow Agent in an account (the “Escrow Account”) in accordance with the terms and agree thatprovisions of the Escrow Agreement. Buyer and Seller shall each pay 50% (fifty percent) of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. Within 15 (fifteen) Business Days after Closing, upon determination by Seller, as 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 the Escrow Agreement instructing the Escrow Agent to pay no later than the 15th (fifteenth) Business Day after the Closing Date (i) the 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 Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawany, to pay such taxes, assessments, and insurance premiums when dueSeller. Borrower agrees that sufficient funds shall be so accumulated for For the payment avoidance of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosuredoubt, the amount so accumulated Escrow Account shall not be credited on account of the unpaid principal used to satisfy any liability or interest. If the total of the monthly payments as made obligation under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained Article VIII or elsewhere in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. Borrower(a) At the Effective Time, in order to more fully protect the security shares of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Parent Common Stock with a sum value equal to one-twelfth the sum of (1/12i) the Escrow Consideration and (ii) the Expense Consideration, each share of Parent Common Stock being deemed to have a per share value equal to the known or estimated yearly taxesApplicable Closing Price (the “Escrow Amount”), assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for withheld from the payment of said charges one the Total Preferred Merger Consideration and be delivered or caused to be delivered by Parent to Xxxxx Fargo Bank, N.A., as escrow agent (1the “Escrow Agent”) month prior pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for the escrow agreement in the form attached as Exhibit C hereto, subject to any amendments to such payments form requested by the Escrow Agent and mutually agreed to by Parent and the Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to or concurrently with the Effective Time, by and among Parent, the Representative, on behalf of taxes, assessmentsthe Indemnifying Securityholders, and insurance premiums the Escrow Agent, and shall (i) provide Parent with recourse against the Escrow Consideration held in escrow by the Escrow Agent (the “Escrow Funds”) with respect to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all Parent Claims made under Section 14, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 14 of said items when duethis Agreement and (ii) provide the Representative with recourse against the Expense Consideration to reimburse the Representative pursuant to Section 14.6. The Escrow Amount (or any portion thereof) shall be distributed to the Indemnifying Securityholders and the Representative, and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The escrow described above shall commence on the Effective Time and terminate on the 12-month anniversary thereof (the “Expiration Date”) and the period between the Effective Time and the Expiration Date shall be referred to as the “Escrow Period”), provided, however, that the portion of the Escrow Funds, which, in the reasonable judgment of Parent, subject to the objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Representative prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the foregoing escrow until such claims have been finally resolved, or, if earlier, until released in accordance with Section 14.9 below, provided further that the Expense Consideration shall remain in the foregoing escrow pursuant to the terms of the Escrow Agreement. The terms and provisions of the Escrow 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 Indemnifying Securityholders shall constitute approval by such Indemnifying Securityholders, as specific terms of the Merger, and the irrevocable agreement of such Indemnifying Securityholders 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 indemnification obligations set forth in Section 14 hereof and the appointment and sole authority to act on behalf of the Indemnifying Securityholders of the Representative, as provided for herein and in the Escrow Agreement. (b) Parent Indemnifying Parties shall have no recourse to the Expense Consideration. The Expense Consideration shall be for the exclusive use of the Representative pursuant to Section 14.6 and the Escrow Agreement.

Escrow. Borrower(a) Prior to or concurrently with the Effective Time: (i) Parent and S&T shall enter into an escrow agreement, in order to more fully protect the security form attached hereto as EXHIBIT A (the "Escrow Agreement"), with such escrow agent as may be designated by Parent (the "Escrow Agent") and G. Ogdex Xxxxxxx xxx Wilbxx X. Xxxxx, Xx., xx representatives of the Mortgageholders of Shares (the "Representatives"); and (ii) subject to Section 7.4(c)(iv), does hereby covenant Parent shall deposit with the Escrow Agent, pursuant to the Escrow Agreement, Three Million Dollars ($3,000,000) in immediately available funds (the "Escrow Funds"). Upon being deposited with the Escrow Agent pursuant to the Escrow Agreement, the Escrow Funds and agree thatany and all earnings thereon and proceeds thereof held by the Escrow Agent (collectively, if Borrower the "Escrowed Property") shall fail be subject in all respects to timely pay taxesthe provisions of the Escrow Agreement and shall be held and disbursed by the Escrow Agent in accordance with the provisions of the Escrow Agreement. In accordance with the provisions of the Escrow Agreement, assessments or insurance premiums the Escrowed Property shall be held in escrow by the Escrow Agent for a period of eighteen (18) months after which time any remaining Escrowed Property will be disbursed, on a pro rata basis, to the Certificate holders; PROVIDED, HOWEVER, that such portion of the Escrowed Property sufficient to completely discharge the amount of any claim for indemnification made by written demand before the expiration of such 18-month period (as provided abovein Section 1.11(b) and the Escrow Agreement) shall be held in escrow by the Escrow Agent beyond the 18-month period until such claim has been fully resolved. On the Closing Date, or to provide a fund to reimburse all out-of-pocket expenses incurred by the Representatives in connection with their service as Representatives, Parent shall pay to the Representatives the sum of One Hundred Thousand Dollars ($100,000), which amount shall be deducted from the aggregate Merger Consideration otherwise to be deposited into the Exchange Fund and any unused portions of such amount shall by distributed by the Representatives to the holders of Shares in proportion to their Proportionate Share (as defined in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on Escrow Agreement) at the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) termination of the known Escrow Agreement. (b) Parent (on behalf of itself or estimated yearly taxesany of its affiliates or any of their respective directors, officers, representatives, employees or agents) will be entitled to recover from time to time in accordance with the provisions of the Escrow Agreement, from the Escrowed Property, such portions of the Escrowed Property as may be necessary to fully indemnify the Parent and its affiliates and their respective directors, officers, representatives, employees and agents and hold each of them harmless from and against any and all claims, actions, suits, demands, assessments, premiums for such insurance as may be required judgments, losses, liabilities, damages, costs and expenses (including interest, penalties, reasonable attorneys' fees, reasonable accounting fees and reasonable investigation costs) (collectively, "Losses") resulting or arising from, relating to or incurred by Parent or any of its affiliates or any of their respective directors, officers, representatives, employees or agents in connection with the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsMerger, this Agreement or any document related hereto (including without limitation, any breach of any representation, warranty, covenant, obligation to pay interest thereonor agreement of S&T contained in this Agreement or any document related hereto) and by whomever asserted (including without limitation, unless otherwise required by applicable lawS&T, to pay such taxesthe Representatives and any former, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment current or future stockholder of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofS&T). In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all accordance with the provisions of this the Escrow Agreement, any dispute with respect to a claim for indemnification by the Parent that is not resolved by Parent and S&T within the time periods prescribed in the Escrow Agreement shall be submitted to arbitration for resolution. (c) Subject to the additional limitations set forth in Section 9 7.4, S&T shall not be required to indemnify the Parent under Section 1.11(b) and the provisions of the Escrow Agreement for any Losses unless and until the amount of such payments of taxes, assessmentsLosses equals $25,000 in the aggregate (the "Threshold Amount") in which event S&T shall be obligated to indemnify Parent, and insurance premiums Parent may assert its right to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as indemnification to the amounts paid onlyfull extent of all Losses, but nothing contained in this Section 9 shall be construed as in any way limiting including Losses that are less than the rights of Huntington at its option to pay any and all of said items when dueThreshold Amount.

Escrow. BorrowerConcurrently 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 order to more fully protect its capacity as the security administrator of the MortgageEscrow and any applicable escrow accounts relating to the purchase and sale transaction contemplated by this Agreement, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default references to Title Company shall mean and Huntington does not then elect refer to exercise Title Company acting in its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on capacity as the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) issuer of the known Owner’s Policy. Seller and Buyer shall also execute and deliver to Escrow Holder and Title Company such additional or estimated yearly taxessupplemental escrow, assessments, premiums for such insurance title and closing instructions as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation necessary or convenient from time to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month time prior to the due date thereof Closing to implement the terms of this Agreement. Seller and that Borrower Buyer agree that: (a) the duties of Escrow Holder are only as herein specifically provided and Escrow Holder shall furnish Huntington with proper statements covering incur no liability whatsoever except for its own willful misconduct or gross negligence; (b) in the same fifteen (15) days prior performance of its duties hereunder, Escrow Holder shall be entitled to the due dates thereof. In the event of foreclosure rely upon any document, instrument or signature believed by it to be genuine and signed by either of the Mortgageother parties hereto or their successors; (c) Escrow Holder may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (d) Escrow Holder shall not be bound by any modification, cancellation or if Huntington should take a deed rescission of this Agreement unless in lieu of foreclosurewriting and signed by Escrow Holder, the amount so accumulated Seller and Buyer; (e) except as otherwise provided in Section 4.4(b), Seller and Buyer shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessmentsjointly and severally reimburse and indemnify Escrow Holder for, and insurance premiums then duehold it harmless against, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of said items when dueEscrow Holder arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim 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 performance of its duties hereunder; and (g) Escrow Holder may resign upon ten (10) days written notice to Seller and Buyer. If a successor Escrow Holder is not appointed by Seller and Buyer within such ten (10) day period, Escrow Holder may petition a court of competent jurisdiction to name a successor.

Escrow. BorrowerThe Parties agree the following: (a) the representations, in order to more fully protect the security warranties, covenants and obligations of the Mortgage, does hereby covenant Selling Shareholders shall be secured by placing Six Hundred and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or Eighty Thousand (680,000) MRV Shares owned by the Selling Shareholders in escrow (the "Escrowed Shares") for two years under an Escrow Agreement in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on form attached hereto as Exhibit F (the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof"Escrow Agreement"). In the event that payment is required to MRV as a result of foreclosure invocation of the Mortgageindemnification clauses of this Agreement, the Escrowed Shares shall be taken from the escrow account and delivered to MRV pro rata to the shareholding of the Selling Shareholders in MRV Shares or as shall otherwise be agreed among the Selling Shareholders. Notwithstanding the above, in the event that less than 100% of OIC Shares sold and delivered to MRV, the number of Escrowed Shares shall be adjusted down by the same percentage as those OIC Shares not available for sale are as a percentage of the total OIC Shares of outstanding on the date of execution of this Agreement. (b) The Parties shall appoint the firm of Bakex & XcKexxxx, Taipei office, with Davix X. Xxxx xx its representative, as escrow agent (the "Escrow Agent") to proceed pursuant to the Escrow Agreement. (c) The relevant escrow fees ("Escrow Fees") as described in the Escrow Agreement shall be shared equally between the Selling Shareholders and MRV. The Selling Shareholder's half has been deducted from the MRV Shares being transferred to the Selling Shareholders, and therefore MRV shall pay the entire Escrow Fee to the Escrow Agent on or before Closing. (d) Except for the Escrow Shares belonging to Principal Employees the Parties agree that one-third (1/3) of the Escrowed Shares, or if Huntington should take a deed in lieu of foreclosurethe Escrowed Shares remaining after any call down exercised by MRV under this Article 10, the amount so accumulated shall be credited released by the Escrow Agent to the Selling Shareholders on account the date which is one calendar year following the Closing date. The remainder of the unpaid principal or interest. If Escrow Shares remaining at the total end of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess escrow period shall be credited released on subsequent monthly payments of the same nature, but if date that is two calendar years after the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueClosing Date.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12a) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Immediately prior to the Closing, the Shareholders, Buyer and the Escrow Agent shall enter into the Escrow Agreement, pursuant to which Buyer shall, in accordance with Section 1.03, deposit with the Escrow Agent the Closing Escrow Deposit and, subject to the Closing, the Escrow Agent shall make the distributions of payments as contemplated under Section 1.03(b)(ii), Section 1.04, this Section 1.05, Section 1.07 and Section 1.08, and take the other actions contemplated to be made and taken by the Escrow Agent pursuant to and in accordance with this Agreement. Buyer and the Shareholders’ Representatives jointly will notify the Escrow Agent of the Closing Date. Buyer shall be solely responsible for the costs and expenses of the Escrow Agent. (b) If the Net Working Capital Adjustment results in a payment due date thereof and that Borrower to the Buyer or the Buyer discovers any unpaid Company Transaction Expense which were not paid at Closing, the Holdback Amount shall furnish Huntington with proper statements covering first be used to satisfy such Net Working Capital Adjustment and/or unpaid Company Transaction Expenses, as the same fifteen (15) days case may be. The balance of the Holdback Amount may thereafter be used to satisfy Losses incurred by Buyer for which a Direct Claim or Third-Party Claim has been received by Shareholders’ Representatives prior to the due dates thereof. six (6) month anniversary of the Closing Date (the “Holdback Termination Date”), and the balance of such Holdback Amount, if any, will be paid from the Escrow to the Shareholders in accordance with the allocation set forth in the Funds Flow Statement on the Holdback Termination Date in accordance with the terms and conditions of the Escrow Agreement. (c) In the event of foreclosure that any Founder shall be terminated by the Company for Cause (as defined in his respective Employment Agreement) or shall voluntarily terminate his employment with the Company other than for Good Reason, Disability (as such terms are defined in his respective Employment Agreement) or death (such Founder being a “Leaving Founder”) at any time prior to the second (2nd) anniversary of the MortgageClosing Date, then a portion of the Indemnity Escrow and Founder Retention Escrow, or if Huntington should take any remaining balance thereof, will be released to Buyer (and the Buyer and the Shareholders' Representatives will promptly instruct the Escrow Agent to release), as follows: (i) If such Founder becomes a deed in lieu Leaving Founder at any time prior to the first (1st) anniversary of foreclosurethe Closing Date, then one hundred percent (100%) of such Leaving Founder's Contribution Amount less such Leaving Founder’s Contribution Percentage (determined as of the amount so accumulated shall be credited Closing Date) of any amounts previously paid to Buyer on account of Third-Party Claims or Direct Claims shall be released to Buyer. (ii) If such Founder becomes a Leaving Founder at any time between the unpaid principal first (1st) anniversary of the Closing Date and the second (2nd) anniversary of the Closing Date, then fifty percent (50%) of such Leaving Founder's Contribution Amount less such Leaving Founder’s Contribution Percentage (determined as of the Closing Date) of any amounts previously paid to Buyer on account of Third-Party Claims or interest. If Direct Claims shall be released to Buyer. (d) The Indemnity Escrow and Founder Retention Escrow will be released (and the Buyer and the Shareholders' Representatives will promptly instruct the Escrow Agent to release) to each Founder who did not previously become a Leaving Founder (such Founder being a “Retained Founder”) in accordance with his then Contribution Percentage, relative to the other Retained Founders (so that the aggregate of the Contribution Percentages of all remaining Retained Founders equal 100%), as follows: (i) On the first anniversary of the Closing Date, the difference of (A) fifty percent (50%) of such Retained Founder's Contribution Amount, less (B) such Retained Founder’s Contribution Percentage (determined as of the Closing Date) multiplied by the sum of: (x) any Direct Claims or Third-Party Claims paid to Buyer on or before such first (1st) anniversary; plus (y) the total value of any Third-Party Claims and Direct Claims made by the Buyer on or before such first (1st) anniversary which are still outstanding, shall be released to each Retained Founder (such status determined as of the monthly payments first (1st) anniversary of the Closing Date). (ii) On the second anniversary of the Closing Date, the difference of: (A) one hundred percent (100%) of such Retained Founder’s Contribution Percentage (relative to the other Retained Founders as made under this Section 9 shall exceed of said date) multiplied by the payments actually balance of the Indemnity Escrow and Founder Retention Escrow remaining on such date, less (B) such Retained Founder’s Contribution Percentage (determined as of the Closing Date) multiplied by the total value of any Third-Party Claims or Direct Claims made by Huntingtonthe Buyer on or before the second (2nd) anniversary of the Closing Date which are still outstanding, such excess shall be credited on subsequent monthly payments released to each Retained Founder (such status determined as of the same naturesecond (2nd) anniversary of the Closing Date). (iii) Following the resolution of all Third-Party Claims and Direct Claims which are outstanding as of the second anniversary of the Closing Date in accordance with ARTICLE VII, but the remaining balance of the Indemnity Escrow and Founder Retention Escrow, if the total of such monthly payments so made under this Section 9 any, shall be insufficient promptly released to pay each Retained Founder (such taxes, assessments, and insurance premiums then due, then said Borrower status determined as of the second (2nd) anniversary of the Closing Date) such that each Retained Founder shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as receive his Contribution Percentage (determined relative to the amounts paid only, but nothing contained in this Section 9 shall be construed other Retained Founders as in any way limiting of the rights second (2nd) anniversary of Huntington at its option to pay any and all the Closing Date so that the aggregate of the Contribution Percentages of the Retained Founders as of the second (2nd) anniversary of the Closing Date equal 100%) of said items when duebalance.

Escrow. Borrower(a) At the Closing, the Buyer shall deposit the Indemnity Escrow Amount with the Escrow Agent, by wire transfer of immediately available funds, to the Indemnity Escrow Account, to be held in order escrow in accordance with the Escrow Agreement. (b) On the date that is nine (9) months following the Closing Date (the “First Escrow Release Date”) and in accordance with the Escrow Agreement, the Parties shall execute and deliver to more fully protect the security of Escrow Agent joint written instructions authorizing the Mortgage, does hereby covenant and agree that, if Borrower shall fail Escrow Agent to timely pay taxes, assessments or insurance premiums as provided above, or in release from the event of any other default and Huntington does not then elect Indemnity Escrow Account to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum Seller an amount equal to one-twelfth fifty percent (1/1250%) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by Indemnity Escrow Amount minus an amount equal to the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation aggregate amount disbursed to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Buyer from the Indemnity Escrow Account prior to the due First Escrow Release Date, if any, minus an amount equal to the aggregate amount of unsatisfied or disputed claims for Losses specified in a Claim Notice delivered by a Buyer Indemnified Party to the Seller prior to the First Escrow Release Date, if any. (c) On the date thereof and that Borrower shall furnish Huntington with proper statements covering the same is fifteen (15) days months following the Closing Date (the “Second Escrow Release Date”) and in accordance with the Escrow Agreement, the Parties shall execute and deliver to the Escrow Agent joint written instructions authorizing the Escrow Agent to release from the Indemnity Escrow Account to Seller any remaining portion of the Indemnity Escrow Fund minus an amount equal to the aggregate amount of unsatisfied or disputed claims for Losses specified in a Claim Notice delivered by a Buyer Indemnified Party to the Seller prior to the due dates thereof. In the event Second Escrow Release Date, if any (such aggregate amount of foreclosure of the Mortgage, unsatisfied or if Huntington should take a deed in lieu of foreclosuredisputed claims for Losses, the amount so accumulated “Pending Claims Amount”). The Escrow Agent shall be credited on account of continue to hold the unpaid principal or interest. If Pending Claims Amount corresponding to each claim for Losses until the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total final resolution of such monthly payments so made under this Section 9 claim, at which point, as and when such claim is resolved, the Escrow Agent shall be insufficient release such Pending Claims Amount (i) to pay the Seller or (ii) to the Buyer, as the case may be, depending upon resolution of such taxes, assessments, claim. (d) The Seller and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary Buyer each agree to make up promptly take commercially reasonable actions (including executing and delivering joint written instructions to the deficiency, which payments shall be secured Escrow Agent) requested by the Mortgage. To other to effect releases from the extent that all Indemnity Escrow Account as required by and in accordance with this Agreement and the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower, in order to more fully protect the security (a) The indemnification obligations of the Mortgage, does hereby covenant Seller under Sections 9.1(a)(i) and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12iii) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by an escrow fund of the Mortgagenumber of shares of the Common Stock of Buyer, which is a portion of the Purchase Price, having a value, as determined in Section 1.2, of $3,000,000 (the "Escrow Fund"), which shall be held by a federally insured savings or banking institution mutually acceptable to Buyer and Seller (the "Escrow Agent") pursuant to the terms of an escrow agreement in form and substance satisfactory to Buyer and Seller (the "Escrow Agreement"). The Escrow Agreement shall provide that Seller shall have the right to receive any cash dividends paid, if any, on the shares of Common Stock in the Escrow Fund. (b) In the event that any Buyer Indemnitee has a claim for indemnification under this Article IX, Buyer shall give written notice of same to Seller. If Seller has not corrected or remedied such claim within thirty (30) days following receipt of such notice and does not dispute such claim, then Buyer shall be entitled to receive immediately from the Escrow Fund an amount of shares from the Escrow Fund having a value equal to the amount of such claim. If Seller disputes such claim, Buyer shall not be entitled to receive any amount from the Escrow Fund with respect to such claim prior to resolution of such dispute pursuant to Article XI or otherwise, but any such delay shall be without prejudice to any extension of the Escrow Fund pursuant to Section 9.2(c) hereof. For purposes of valuing the shares of Common Stock for payment of any Claim, such value shall be determined by calculating the average of the last 45 reported sales price per share (or the average of the closing bid and asked prices if no sales have been reported) of Buyer's Common Stock for each trading day within the thirty (30) calendar days immediately preceding the date of Buyer's notice of such Claim, or, if no such reports are rendered, the fair market value of such shares over such period determined in good faith by the Board of Directors of Buyer. (c) Provided no dispute then exists as to any claim by Buyer of all or a portion of the Escrow Fund and provided all obligations of Seller to Buyer which are payable from the Escrow Fund are satisfied, the remaining Escrow Fund will be released to Seller on the three (3) year anniversary of the filing of Seller's 0000 Xxxxxx Xxxxxx federal income tax return. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein a dispute does exist as to a claim or claims on such anniversary date, an amount equal to the amounts paid only, but nothing contained in this Section 9 shall amount of such claim or claims will be construed as in any way limiting withheld from such remaining Escrow Fund and will continue to be held by the rights Escrow Agent pursuant to the terms of Huntington at its option to pay any and all of said items when duethe Escrow Agreement until such claim or claims have been fully resolved.

Escrow. Borrower(a) As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, in order to more fully protect the security 545,635 of the Mortgageshares of Parent Common Stock issuable upon the Closing of the Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), does hereby covenant which shall be allocated among the recipients in the same proportion as their proportionate share of the total Company Common Stock outstanding immediately prior to the Effective Time, all in accordance with the terms and agree conditions of the escrow agreement to be entered into at the Closing between Parent, the Representative, the Committee and Continental (or such other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit B hereto (the “Escrow Agreement”). On the date (the “Basic Indemnity Escrow Termination Date”) that is the later of the first anniversary of the Closing Date or thirty (30) days after the date on which Parent has filed its Annual Report on Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), for its 2013 fiscal year, the Escrow Agent shall release 272,818 of the original number of Escrow Shares, less that number of Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims that are not Tax Indemnification Claims and Environmental Indemnification Claims (each as hereinafter defined) made prior to such date, to the stockholders in the same proportions as originally deposited into escrow, except that, if Borrower shall fail the number of Escrow Shares applied in satisfaction of or reserved with respect to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Tax Indemnification Claims and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Environmental Indemnification Claims made prior to the due such date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event is in excess of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure272,817, the amount so accumulated of Escrow Shares to be released shall also be reduced by the amount of such excess. The remaining Escrow Shares (the “T/E Indemnity Shares”) shall be credited available for indemnification only with respect to Tax Indemnification Claims and Environmental Indemnification Claims. On the date (the “T/E Indemnity Escrow Termination Date”) that is thirty (30) days after Parent has filed its Annual Report on account Form 10-K for its 2015 fiscal year, the Escrow Agent shall deliver the T/E Indemnity Shares, less any of such shares applied in satisfaction of a Tax Indemnification Claim or an Environmental Indemnification Claim and any of such shares related to a Tax Indemnification Claim or an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow 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. “Tax Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to (x) a breach of the unpaid principal or interest. If representations and warranties set forth in Section 2.15 and (y) the total matters referred to in Section 2.15 of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments Company Schedule. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to a breach of the same nature, but if the total of such monthly payments so made under this representations and warranties set forth in Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due2.16.

Escrow. BorrowerThe Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (or as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company or its designee, in order to more fully protect as escrow agent (the security “Escrow Agent”). Upon vesting of the MortgageShares, does hereby covenant 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 9). In the event the Shares are forfeited pursuant to Section 2(c) or withheld by the Company pursuant to Section 9, the Company shall give written notice to the Employee and agree thatto the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, if Borrower including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall fail terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to timely pay waive forfeiture on all of the unvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Employee, the Escrow Agent shall promptly deliver such Shares to the Employee and shall be 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 proper party or parties. The Escrow Agent or the Company shall not be liable for any act or omission in good faith and in the exercise of reasonable judgment. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession 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 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 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 name of the Employee 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 vesting of such Shares pursuant to Section 2 hereof. As a condition to the receipt of this Agreement, the Employee 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 Employee electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Employee 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 Employee of all applicable withholding taxes, assessments the Company shall deliver or insurance premiums as provided abovecause to be delivered to the Employee, or in the event case of any other default and Huntington does not then elect to exercise its other remediesthe Employee’s death, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidEmployee’s beneficiary, a sum equal to one-twelfth (1/12) of the known certificate or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated certificates for the payment of said charges one (1) month prior applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interestSection 6 below. If the total of Shares are issued to the monthly payments as made under this Section 9 shall exceed Employee electronically rather than by a stock certificate, the payments actually made by Huntington, such excess legend described above shall be credited on subsequent monthly payments of the same natureremoved, but if may bear such other legends as the total of such monthly payments so made under this Company deems advisable pursuant to Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due6 below.

Escrow. BorrowerAt the Closing, in order Parent shall deposit, or cause to more fully protect be deposited, with the security escrow agent (the "Escrow Agent"), for the benefit of the MortgageStockholders, does hereby covenant a certificate (issued in the name of the Escrow Agent or its nominee) representing 900,000 fully paid and agree thatnonassessable shares of Parent Common Stock (the "Escrow Shares"), which Escrow Shares represent ten percent (10%) of the Initial Merger Consideration. The Escrow Shares shall be delivered to the Escrow Agent for following purposes: (a) securing and satisfying the indemnification obligations of the Stockholders as set forth in Article 9 of this Agreement; (b) to satisfy the payment obligation, if Borrower shall fail any, of Stockholders under Section 2.3 of this Agreement; and (c) to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect provide a means for parent to exercise its other remediesset-off rights pursuant to Section 5.21 (Recovery of Edwards Holdback Amount). The Escrow Shares shall be held and dixxxxxx of in accordance with the terms and conditions of this Agreement and the Escrow Agreement, then Borrower shallin a form reasonably acceptable to the parties thereto (the "Escrow Agreement"), upon request of Huntingtonto be entered into at the Effective Time, pay to Huntington by and among Parent, the Stockholder Representative and the Escrow Agent. The Escrow Shares shall be deemed deducted on a pro rata basis from the first day of Initial Merger Consideration each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known Stockholders would otherwise have been entitled to receive as part of the Initial Merger Consideration for their shares of Company Capital Stock at the Effective Time pursuant to Section 2.1(b)(i), and, subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or estimated yearly taxes, assessments, premiums for such insurance as may be required any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by the terms hereof. Huntington Stockholders shall hold such monthly payments which may be mingled with its general fundsconstitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentslimitation the placement of the Escrow Shares in escrow, and insurance premiums when duethe approval of the appointment of the Stockholder Representative. Borrower agrees that sufficient funds The Escrow Shares shall not be so accumulated for the payment of said charges one (1) month prior distributed to the due Stockholders until at least eighteen (18) months after the Effective Time and shall only be distributed in accordance with the terms and conditions of this Agreement and the Escrow Agreement (the actual date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior Escrow Shares are distributed is referred to as the due dates thereof"Distribution Date"). In the event of foreclosure that Parent shall have asserted, prior to the Distribution Date, a claim for indemnification pursuant to Article 9, Parent and the Stockholder Representative shall endeavor in good faith to determine a reasonable estimate of the Mortgagemaximum amount of such claim, which claim shall be set off in accordance with Section 9.6 and the Escrow Agreement, and shall instruct the Escrow Agent to deliver any excess amount of Escrow Shares to the Exchange Agent for distribution to the Stockholders in accordance with the Exchange Agreement. Upon Final Resolution of the indemnification claim(s), there shall be returned to Parent that number of Escrow Shares equal to the quotient of the aggregate claim(s) being so paid divided by the Average Market Price, but appropriately adjusted in the event that there occurs any stock dividend, stock split, or if Huntington should take a deed similar event with respect to the Parent Stock after the Effective Time, and the Escrow Shares will be deemed permanently reduced and released from escrow and automatically returned to the status of authorized and unissued shares of Parent capital stock and such Escrow Shares shall not be available for distribution to the Stockholders, all in lieu of foreclosure, accordance with the amount so accumulated shall be credited on account terms of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.